Custer Kenneth L. 4

What Happened

• Kenneth L. Custer, EVP & President, Cardiometabolic Health at Eli Lilly (LLY), had 207 restricted stock units (RSUs) convert to common shares on 2026-02-16 (reported on Form 4 filed 2026-02-18). The conversion was reported as an exercise/conversion of a derivative (Transaction Code M) at $0.00 per share.
• To cover tax withholding (Transaction Code F), 91.311 of the newly issued shares were surrendered/withheld, reported with a total value of $94,963 (reported price $1,040.00 per share), leaving a net delivery of 115.689 shares to Custer.
• This was a routine RSU vest/conversion with share withholding for taxes (a cashless/net-share settlement), not an open-market sale.

Key Details

• Transaction date: 2026-02-16; Form 4 filed: 2026-02-18 (timely filing).
• Conversion: 207 RSUs -> 207 shares acquired at $0.00 (Transaction Code M).
• Tax withholding: 91.311 shares withheld/disposed to satisfy tax liability (Transaction Code F); reported total value $94,963 (reported price $1,040.00/share).
• Net shares delivered to insider after withholding: 115.689 shares.
• Footnote: Each restricted stock unit represents a contingent right to one share of Eli Lilly common stock (per filing).
• No 10b5-1 plan or late filing indicated in this Form 4.

Context

• This appears to be a standard RSU vesting and net-share settlement: RSUs converted to shares and a portion withheld to cover taxes. Such withholding is routine and does not indicate an open-market sale or a directional bet by the insider.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion here); F = payment of exercise price or tax liability (share withholding).