[144] ELI LILLY & Co SEC Filing

Rhea-AI Filing Summary

Eli Lilly & Co (LLY) submitted a Form 144 notice reporting a proposed sale of 300,000 shares of common stock through Fidelity Capital Markets with an indicated aggregate market value of $251,961,000 and an approximate sale date of 10/06/2025 on NYSE/NASDAQ.

The filing shows these shares were originally received as a gift on 02/10/1948 from the J.K. Lilly Sr. Trust. The document also lists multiple prior sales by Lilly Endowment Inc. during 07/24/2025–10/03/2025 that together generated substantial gross proceeds (individual entries up to $284,653,451.48). The signer certifies no undisclosed material adverse information.

Positive

• Transparent compliance with Rule 144 by disclosing a proposed sale of 300,000 shares
• Use of a recognized broker (Fidelity Capital Markets) and public venues (NYSE/NASDAQ) to execute the sale

Negative

• Material affiliated selling: prior sales by Lilly Endowment produced multiple large gross proceeds (examples include $284,653,451.48 and $161,220,391.07), indicating sustained supply pressure
• Potential share overhang from the proposed 300,000-share block (aggregate $251,961,000) could affect near-term liquidity and price

Insights

Equity Capital Markets Analyst

Large affiliated-holder selling activity may increase near-term supply and weigh on liquidity.

Requested sale of 300,000 shares at an aggregate market value of $251,961,000 signals a meaningful block from a historically linked holder. The use of a market broker and listing of both NYSE and NASDAQ as venues shows intent to access broad liquidity.

Recent completed sales by the affiliated foundation between 07/24/2025 and 10/03/2025 produced large gross proceeds per entry (examples include $284,653,451.48 and $161,220,391.07), so near-term supply has been active; monitor executed volumes and daily traded volume over the next 30–90 days for price impact.

Corporate Governance Specialist

Filings reflect routine compliance by an affiliate with Rule 144 disclosure requirements.

The notice discloses that the shares were acquired as a gift decades ago from the J.K. Lilly Sr. Trust, and the filer affirms no undisclosed material adverse information. That representation is standard and required to preserve safe-harbor protections when selling restricted or control stock.

Investors should note the pattern of foundation sales shown in the filing history; governance teams will typically review any continuing large, scheduled dispositions to assess potential reputational or stock-pressure effects over the next 3 months.

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	251961000	946456759	10/06/2025	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	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

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 Form 144 filed for LLY report?

The Form 144 reports a proposed sale of 300,000 Eli Lilly shares through Fidelity Capital Markets with an aggregate market value of $251,961,000, dated for sale on 10/06/2025.

Who originally acquired the shares being sold in the LLY Form 144?

The filing shows the shares were acquired as a gift on 02/10/1948 from the J.K. Lilly Sr. Trust.

Has there been other recent selling by related parties in LLY?

Yes. The filing lists multiple sales by Lilly Endowment Inc. between 07/24/2025 and 10/03/2025 with large gross proceeds per transaction (examples: $284,653,451.48, $161,220,391.07).

Which broker and exchanges are listed for the proposed sale?

The broker is Fidelity Capital Markets and the named exchanges are NYSE and NASDAQ.

Does the filer represent undisclosed material adverse information?

By signing, the filer certifies they do not know any material adverse information not publicly disclosed, which is a standard statement on Form 144.