LLY insider files Form 144 to sell 280,000 shares worth $224M

Eli Lilly & Co. (LLY) filed a Form 144 notice for the proposed sale of restricted shares.

Rhea-AI Filing Summary

Eli Lilly & Co. (LLY) filed a Form 144 notice for the proposed sale of restricted shares.

• Seller intends to dispose of 280,000 common shares through Fidelity Capital Markets.
• At the filing’s reference price, the block is worth $223.7 million.
• Eli Lilly has 947.7 million shares outstanding, so the sale represents roughly 0.03 % of the float—small in relation to daily liquidity and unlikely to be dilutive.
• Planned trade date: 24 Jul 2025; exchanges listed: NYSE / NASDAQ.
• The shares trace back to a 10 Feb 1948 gift from the J.K. Lilly Sr. Trust; no other sales were reported in the past three months.

The filer certifies awareness of no undisclosed material adverse information.

Positive

• None.

Negative

• $223.7 million insider sale could create short-term sentiment pressure despite its small 0.03 % share of outstanding stock.

Insights

Securities Analyst

TL;DR: $224 m sale equals 0.03 % of float—immaterial to valuation, modest sentiment risk.

The proposed divestiture is minor relative to LLY’s market cap and share count, so supply overhang and dilution concerns are negligible. Because the shares were originally gifted decades ago, the transaction likely reflects estate or liquidity planning, not operational insight. The market could interpret any sizable dollar amount as insider bearishness, but volume-adjusted impact should be limited.

Corporate Governance Expert

TL;DR: Routine Form 144 filing; compliance posture intact, governance impact minimal.

Form 144 signals transparency around restricted-stock disposal. The signer affirms no undisclosed adverse information, reducing litigation risk. Absence of prior 3-month sales suggests adherence to Rule 144 volume limits. Given the sale’s small percentage, no board or shareholder approval issues arise, and fiduciary considerations remain standard.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many LLY shares are being sold under this Form 144?

The filing covers 280,000 common shares.

What is the aggregate market value of the proposed LLY share sale?

The block is valued at approximately $223.7 million.

When is the expected sale date for the LLY shares?

The approximate sale date disclosed is July 24, 2025.

On which exchange will the LLY shares be sold?

The filing lists NYSE and NASDAQ as the target exchanges.

What percentage of Eli Lilly’s outstanding shares does the sale represent?

About 0.03 % of the 947.7 million shares outstanding.

Who is the broker handling the transaction?

The broker of record is Fidelity Capital Markets, 640 Fifth Avenue, New York.

What is the origin of the shares being sold?

They were acquired as a gift on February 10, 1948 from the J.K. Lilly Sr. Trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/24/2025 - 03:01 PM Learn about SEC filing dates

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	0000316011
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ELI LILLY AND CO
SEC File Number	001-06351
Address of Issuer	LILLY CORPORATE CTR DROP CODE 1094 INDIANAPOLIS INDIANA 46285
Phone	3172762000
Name of Person for Whose Account the Securities are To Be Sold	LILLY ENDOWMENT INC
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	10% Stockholder

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	Fidelity Capital Markets 640 Fifth Avenue New York NY 10019	280000	223689200	947735651	07/24/2025	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

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	07/24/2025
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	/s/ Diane M. Stenson, Vice President & Treasurer
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)