Whitcup Scott M

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 7

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,450 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F4 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option granted under a Company Equity Plan having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, and in exchange for such cancellation, the holder of such Cash-Out Stock Option received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F4 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option granted under a Company Equity Plan having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, and in exchange for such cancellation, the holder of such Cash-Out Stock Option received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F4 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option granted under a Company Equity Plan having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that was outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, and in exchange for such cancellation, the holder of such Cash-Out Stock Option received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 6

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,520 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 5

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,000 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 4

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,000 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 3

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,000 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 2

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,000 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001298941-25-000005 · form4-12102025_061218.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,000 shares

Expires not disclosed

F1 · price: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · price: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · price: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.exercise_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.exercise_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

F1 · derivative.expiration_date: In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash,

F2 · derivative.expiration_date: (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

F3 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001415889-25-017854 · form4-06202025_080630.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,450

Underlying: Common Stock · 10,450 shares

Expires 2035-06-16

F1 · derivative.exercise_date: The shares subject to the option will vest and become exercisable on the earlier of June 17, 2026 or the 2026 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001415889-24-017675 · form4-06202024_080638.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,520

Underlying: Common Stock · 10,520 shares

Expires 2034-06-16

F1 · derivative.exercise_date: The shares subject to the option will vest and become exercisable on the earlier of June 17, 2025 or the 2025 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001209191-23-036817 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,000

Underlying: Common Stock · 40,000 shares

Expires 2033-06-08

F1 · derivative.exercise_date: The shares subject to the option will vest on the earlier of June 9, 2024 or the 2024 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001209191-22-036680 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,000

Underlying: Common Stock · 40,000 shares

Expires 2032-06-09

F1 · derivative.exercise_date: The shares subject to the option will vest on the earlier of June 10, 2023 or the 2023 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001209191-21-032962 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,000

Underlying: Common Stock · 40,000 shares

Expires 2031-05-11

F1 · derivative.exercise_date: The shares subject to the option will vest on the earlier of May 12, 2022 or the 2022 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001209191-20-038967 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,000

Underlying: Common Stock · 30,000 shares

Expires 2030-06-22

F1 · derivative.exercise_date: The shares subject to the option will vest on the earlier of June 23, 2021 or the 2021 annual meeting of stockholders, subject to (1) accelerated vesting upon a change of control and (2) the Reporting Person's continued service with the Issuer on the vesting date.

SEC source: 0001209191-20-025154 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,000

Underlying: Common Stock · 60,000 shares

Expires 2030-04-15

F1 · derivative.exercise_date: 1/3 of the total number of shares subject to the option vest and become exercisable on each anniversary of April 16, 2020 (the "Vesting Commencement Date"), such that all of the shares subject to the option shall become vested and exercisable as of the third anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer on each such vesting date.

SEC source: 0000899243-19-018359 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 134,099

Underlying: Common Stock · 22,500 shares

Expires 2029-06-25

F1 · derivative.exercise_date: The shares subject to the option will fully vest on the one year anniversery of the transaction date.

SEC source: 0000899243-19-021420 · doc4a.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 134,099

Underlying: Common Stock · 22,500 shares

Expires 2029-06-25

F1 · derivative.exercise_date: The shares subject to the option will fully vest on the one year anniversery of the transaction date.

SEC source: 0001209191-19-035587 · doc4.xml · derivative · entry 3

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Ordinary Shares · 21,000 shares

Expires 2029-01-24

F3 · price: Represents the payment per share received in exchange for the cancellation of each option of $25.50, less the applicable exercise price.

F2 · derivative.exercise_date: In connection with the acquisition by Tungsten Bidco Limited of the entire issued and to be issued share capital of the Issuer on June 7, 2019 by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, all stock options were cancelled in exchange for a payment equal to $25.50 with respect to each ordinary share subject to the option award, less the applicable exercise price.

F1 · derivative.underlying: The ordinary shares, nominal value GBP 0.01 per share, of Nightstar Therapeutics plc (the "Issuer") may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

SEC source: 0001209191-19-035587 · doc4.xml · derivative · entry 2

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Ordinary Shares · 18,200 shares

Expires 2028-02-27

F3 · price: Represents the payment per share received in exchange for the cancellation of each option of $25.50, less the applicable exercise price.

F2 · derivative.exercise_date: In connection with the acquisition by Tungsten Bidco Limited of the entire issued and to be issued share capital of the Issuer on June 7, 2019 by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, all stock options were cancelled in exchange for a payment equal to $25.50 with respect to each ordinary share subject to the option award, less the applicable exercise price.

F1 · derivative.underlying: The ordinary shares, nominal value GBP 0.01 per share, of Nightstar Therapeutics plc (the "Issuer") may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

SEC source: 0001209191-19-035587 · doc4.xml · nonDerivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · security: The ordinary shares, nominal value GBP 0.01 per share, of Nightstar Therapeutics plc (the "Issuer") may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

SEC source: 0001209191-19-005965 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,000

Underlying: Ordinary Shares · 21,000 shares

Expires 2029-01-24

F1 · derivative.exercise_date: This option vests in full on the close of business the day before the 2020 Annual General Meeting of Shareholders.

F2 · derivative.underlying: The ordinary shares, nominal value GBP 0.01 per share, of the Issuer may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

SEC source: 0000899243-19-001213 · doc4.xml · derivative · entry 1

Whitcup Scott M · CIK 0001298941 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,043

Underlying: Common Stock · 25,000 shares

Expires 2026-02-26

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.