Lilly Endowment (LLY) plans 300,000-share Eli Lilly common stock sale

Rhea-AI Filing Summary

Lilly Endowment Inc. has filed a notice of proposed sale under Rule 144 to sell 300,000 shares of Eli Lilly and Company common stock through Fidelity Capital Markets. The filing reports an aggregate market value of 322,944,000 for these shares, with an approximate sale date of 12/23/2025 and 945,383,757 Eli Lilly shares outstanding.

The notice also lists prior sales of Eli Lilly common stock by Lilly Endowment over the past three months, including 300,000 shares sold on 11/03/2025 for gross proceeds of 266,648,940 and several other large transactions in late September, October, and November 2025. By signing, the seller represents that it is not aware of any material adverse, nonpublic information about Eli Lilly’s operations.

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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	300000	322944000	945383757	12/23/2025	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	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	351015	284653451.48
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/02/2025	112596	92503333.88
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/03/2025	192404	161220391.07
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/06/2025	161183	137041671.11
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/07/2025	26795	22722390.44
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/08/2025	101420	86234870.22
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/09/2025	10602	9038053.39
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/10/2025	3658	3157720.58
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	10/31/2025	301342	260164971.74
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/03/2025	300000	266648940
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/04/2025	526	479037.98
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/05/2025	219474	205565537.57
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/10/2025	16869	16405396.02
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/11/2025	283131	279347662.01
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/12/2025	305000	308411211.50
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/13/2025	46606	48016092.49
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/14/2025	178295	183799037.97
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/17/2025	9886	10189272.82
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/18/2025	60213	62306973.31
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/19/2025	167526	176098740.99
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/20/2025	37148	39067110.26
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/21/2025	105326	111504096.65
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/24/2025	142307	152058146.02
Lilly Endowment Inc. 2801 North Meridian Street Indianapolis IN 46208	Eli Lilly and Company Common Stock	11/25/2025	162693	178423249.28

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 Lilly Endowment’s Rule 144 notice mean for Eli Lilly (LLY)?

The notice states that Lilly Endowment Inc. plans to sell 300,000 shares of Eli Lilly and Company common stock under Rule 144. This is a planned sale of existing shares and does not involve Eli Lilly issuing new stock.

How many Eli Lilly (LLY) shares are covered by the new planned sale?

The filing shows a planned sale of 300,000 shares of Eli Lilly and Company common stock, with an aggregate market value listed as 322,944,000 and an approximate sale date of 12/23/2025.

How many Eli Lilly (LLY) shares are outstanding in this filing?

The securities information section reports 945,383,757 Eli Lilly and Company common shares outstanding in connection with this Rule 144 notice.

Which broker and exchanges are involved in Lilly Endowment’s Eli Lilly share sale?

The filing lists Fidelity Capital Markets, located at 640 Fifth Avenue, New York, NY 10019, as broker, and names the NYSE and NASDAQ as the securities exchanges for the Eli Lilly common stock.

What prior Eli Lilly (LLY) stock sales by Lilly Endowment are disclosed?

The notice details multiple past 3‑month sales of Eli Lilly common stock by Lilly Endowment, including 113,694 shares on 09/30/2025, 351,015 shares on 10/01/2025, and 300,000 shares on 11/03/2025 with gross proceeds of 266,648,940, among other listed transactions.

What representation does the seller make about Eli Lilly’s nonpublic information?

By signing the notice, the seller represents that it does not know any material adverse information about Eli Lilly’s current or prospective operations that has not been publicly disclosed.