Eli Lilly (LLY) Form 144 Files Proposed $225M Sale; Recent Endowment Sales Listed

Rhea-AI Filing Summary

Form 144 notice filed for Eli Lilly & Co (LLY) proposing a sale of common stock. The filer notifies a broker, Fidelity Capital Markets, of an approximate sale of 295,000 shares with an aggregate market value of $225,085,000 and an approximate sale date of 10/01/2025 on NYSE/NASDAQ. The shares were reported as originally acquired by gift on 02/10/1948 from the J.K. Lilly Sr. Trust; the acquisition table lists 38,400,000 shares acquired on the donor's 01/21/1937 date. The filing also lists multiple recent sales by Lilly Endowment Inc. in July–October 2025 with individual gross proceeds shown for each trade. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• None.

Negative

• Proposed sale size and value disclosed: 295,000 shares with an aggregate market value of $225,085,000 scheduled ~10/01/2025
• Multiple recent large sales reported: Lilly Endowment Inc. sales between 07/24/2025 and 10/01/2025 with gross proceeds listed (e.g., $225,419,292; $81,531,976.08; $18,058,631.34; $86,793,237.85; $44,087,089.51)

Insights

Securities Compliance Analyst

TL;DR: Routine Rule 144 notification recording a proposed block sale and recent related transactions.

This Form 144 documents a proposed sale of 295,000 Eli Lilly common shares through Fidelity Capital Markets on or about 10/01/2025 and discloses historical acquisition by gift from the J.K. Lilly Sr. Trust. The filing also itemizes sales by Lilly Endowment Inc. between 07/24/2025 and 10/01/2025 with gross proceeds for each trade. From a compliance perspective, the form contains the required broker, quantity, market value, and seller representation language; it does not state any nonpublic material information. This is a routine disclosure under Rule 144 to permit restricted or control-party transfers to occur in compliance with securities rules.

Institutional Investor Relations Specialist

TL;DR: Large-dollar secondary sales are disclosed; investors may note supply impact though no commentary provided.

The filing shows sizable dollar-value transactions with an indicated aggregate market value of $225,085,000 for the proposed 295,000-share sale and multiple recent trades by Lilly Endowment Inc. with gross proceeds ranging from $18,058,631.34 to $225,419,292 as listed. As an investor-relations observation, the document is informational and does not disclose strategic rationale or any operational developments. It confirms regulatory compliance for planned or completed transfers but does not provide commentary on ownership intentions beyond the sales themselves.

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	Fidelity Capital Markets 640 Fifth Avenue New York NY 10019	295000	225085000	946456759	10/01/2025	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
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	09/18/2025	106626	81531976.08
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	09/19/2025	23665	18058631.34
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	09/30/2025	113694	86793237.85
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/01/2025	56015	44087089.51

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 this Form 144 filing for Eli Lilly (LLY) announce?

This Form 144 notifies the market of a proposed sale of 295,000 Eli Lilly common shares through Fidelity Capital Markets with an aggregate market value of $225,085,000, approximately dated 10/01/2025.

Who is listed as the original acquirer of the shares to be sold?

The filing shows the shares were acquired by gift on 02/10/1948 from the J.K. Lilly Sr. Trust, with an acquisition table entry of 38,400,000 shares (donor acquisition date shown as 01/21/1937).

Were there recent related sales reported in the filing?

Yes. The filing lists several sales by Lilly Endowment Inc. between 07/24/2025 and 10/01/2025 with gross proceeds shown for each transaction.

Which broker is identified for the proposed sale?

The broker named is Fidelity Capital Markets, 640 Fifth Avenue, New York, NY 10019.

Does the filing state any undisclosed material information about Eli Lilly?

The signer represents that they do not know of any material adverse information regarding the issuer that has not been publicly disclosed; no additional company-specific operational or financial information is provided in the form.