Zakrowski Donald A 4

What Happened
Donald A. Zakrowski, Senior Vice President, Finance & Chief Accounting Officer of Eli Lilly (LLY), had 184 restricted stock units convert to common shares on 2026-02-16 (reported as derivative exercise). No cash was paid for the conversion (price $0.00). To cover tax withholding, 81.553 of those shares were surrendered/withheld, with a reported withholding value of $84,815 (amounts reported at $1,040.00 per share). Net received from this vesting was 102.447 shares (184 − 81.553).

Key Details

• Transaction date: 2026-02-16; Form 4 filed 2026-02-18 (timely; not flagged late).
• Primary codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to satisfy tax liability.
• Shares converted: 184 RSUs → 184 shares at $0.00.
• Shares withheld for taxes: 81.553 shares; reported value $84,815 (≈ $1,040.00/share).
• Footnote: F1 notes the 81.553 share withholding amount includes 7.458 shares previously withheld to satisfy earlier tax obligations. F2 clarifies each RSU equals one share on vesting.
• The filing does not state total shares owned following the transaction; net shares received from this vesting were 102.447 shares.

Context
This was a standard RSU vesting/conversion with shares withheld to cover taxes (a cashless tax withholding), not an open‑market sale or purchase. Such withholdings are routine administrative actions and do not by themselves indicate a change in the insider’s market view. The filing appears timely (filed two days after the reported transaction).