Eli Lilly 300K-Share Rule 144 Notice — $228M Block Sale

Rhea-AI Filing Summary

Eli Lilly & Co (LLY) Form 144 notifies the SEC of a proposed sale of 300,000 shares of common stock through J.P. Morgan Securities LLC, listed for sale on 09/18/2025 on NYSE/NASDAQ with an aggregate market value of $228,039,000 out of 946,456,759 shares outstanding. The shares were acquired as a gift on 02/10/1948 from the J.K. Lilly Sr. Trust; the donor originally acquired 38,400,000 shares on 01/21/1937. The filer reports a prior sale in the past three months of 280,000 shares on 07/24/2025 for $225,419,292. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information and carries the required signature and criminal-warning language.

Positive

• Full compliance with Rule 144 disclosure requirements including broker, share counts, acquisition history, and selling dates
• Seller attestation that they do not possess undisclosed material adverse information about the issuer

Negative

• Large aggregate sale amounts (300,000 shares valued at $228,039,000) represent significant insider/affiliate liquidation that could increase market supply
• Repeated recent sales (280,000 shares sold on 07/24/2025) may indicate continued disposition by the same account

Insights

Securities Analyst

TL;DR: Large block sale notified; significant absolute value but standard Rule 144 mechanics, likely pre-arranged by an institutional holder.

The Form 144 shows an intended sale of 300,000 LLY shares valued at $228.0M executed through J.P. Morgan on 09/18/2025, following a 280,000-share sale July 24, 2025 for $225.4M. This activity represents a meaningful absolute cash amount relative to typical insider transactions, indicating sizeable liquidity realization by the reporting account. The filing documents that the shares were acquired by gift decades ago and the seller affirms no undisclosed material adverse information. From a market-impact perspective, concentrated blocks of this size can affect intraday supply and demand, particularly if sold into single trading sessions, but the Form 144 itself is a routine compliance notice rather than an operational disclosure.

Corporate Governance Expert

TL;DR: Governance disclosure is complete and typical; repeated large sales merit monitoring for ongoing selling patterns.

The submission contains required information about the origin of the shares (a historic gift from the J.K. Lilly Sr. Trust) and prior recent dispositions by the same account. The seller includes the standard attestation regarding possession of material nonpublic information. For governance oversight, the combination of multiple sizable sales within months is noteworthy for stakeholder review, but the Form 144 provides no indication of internal governance issues or violations; it functions as a compliance disclosure under Rule 144.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 383 Madison Avenue, 7th Floor New York NY 10179	300000	228039000	946456759	09/18/2025	NYSE, NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/10/1948	Gift	J.K. Lilly Sr. Trust		01/21/1937	38400000		N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	07/24/2025	280000	225419292

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Eli Lilly's (LLY) Form 144 filed here disclose?

The filing notifies a proposed sale of 300,000 common shares via J.P. Morgan on 09/18/2025, with an aggregate market value of $228,039,000 and notes a prior sale of 280,000 shares on 07/24/2025.

Who is selling the shares reported in the LLY Form 144?

The shares were acquired by gift from the J.K. Lilly Sr. Trust and are being sold for the account identified in the filing; the broker is J.P. Morgan Securities LLC.

Does the Form 144 state whether the seller has material nonpublic information about LLY?

Yes. By signing the notice the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.

How many LLY shares are outstanding per the filing and what proportion does the sale represent?

The filing lists 946,456,759 shares outstanding; the proposed sale of 300,000 shares represents a small fraction of total shares outstanding.

What broker will handle the proposed LLY sale?

The filing names J.P. Morgan Securities LLC at 383 Madison Avenue as the broker for the proposed sale.