Brown Adrienne S 4

What Happened

• Adrienne S. Brown, EVP and President, LLY Immunology, had 391 restricted stock units (RSUs) vest/convert on Feb 16, 2026 (reported Feb 18, 2026). The RSUs converted into 391 shares (exercise/conversion code M). To cover tax withholding (code F), 169.966 of those shares were withheld at $1,040.00 per share, a value of $176,765. Net shares retained from this conversion: 221.034 shares.

Key Details

• Transaction date: 2026-02-16; filing date: 2026-02-18 (timely filing).
• Conversions: 391 RSUs converted to 391 shares (exercise/conversion, code M) at $0.00 per share (typical for RSUs).
• Tax withholding: 169.966 shares withheld (code F) at $1,040.00/share = $176,765 reported.
• Net shares received from this event: 221.034 shares retained by the insider.
• Footnote: F1 — each restricted stock unit equals the contingent right to one share of Eli Lilly common stock.
• No indication this was an open-market purchase or a discretionary sale program (e.g., 10b5-1); this appears to be routine vesting and tax withholding.

Context

• This is a compensation-related transaction: RSUs converting into shares with shares withheld to satisfy tax obligations (a common "sell-to-cover" or withholding practice). Such transactions are routine and reflect compensation mechanics rather than an active buy/sell decision by the insider.