[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc. reported the sale of 106,626 shares of Eli Lilly & Co. common stock across multiple transactions dated 09/18/2025, reducing its beneficial ownership from 95,697,115 shares to 95,630,352 shares. The Form 4 shows weighted-average sale prices in five tranches with reported averages of approximately $763.292, $764.519, $765.567, $766.451, and $767.065, with underlying per-trade price ranges disclosed in footnotes. The filing identifies the reporting person as Lilly Endowment Inc. (relationship boxes indicate Director and 10% owner) and is signed by Diane M. Stenson on behalf of the endowment.

Positive

• Full disclosure of transaction dates, weighted-average prices, and price ranges is provided, aiding transparency
• Large retained stake remains after sales: 95,630,352 shares, indicating continued significant ownership

Negative

• Insider disposals totaling 106,626 shares were executed on 09/18/2025, which may attract investor attention despite being a small percentage of total holdings

Insights

Financial Analyst

TL;DR: Insiders sold a small portion of a very large stake; transactions are disclosed with weighted-average pricing.

The Form 4 documents routine dispositions totaling 106,626 shares executed on 09/18/2025 by Lilly Endowment Inc., with weighted-average prices reported across five trade groupings and detailed price ranges provided in footnotes. Given the residual holding of 95.63 million shares, the sale represents a very small percentage of the stake. The filing is transparent about execution pricing and offers to provide further breakdowns on request, which supports clarity for investors monitoring insider activity.

Corporate Governance Expert

TL;DR: Disclosure is complete and properly signed; sale by a director/10% owner is notable but not necessarily material.

The Form 4 is properly completed, identifies Lilly Endowment Inc. as the reporting person with director and 10% owner checkboxes marked, and includes an authorized signature. The filing provides weighted-average prices and explicit price ranges, which aligns with good disclosure practice. While insider sales by a major shareholder merit attention, the absolute reduction of 106,626 shares from a >95 million share position is immaterial to control or governance based solely on this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LILLY ENDOWMENT INC

(Last) (First) (Middle)

2801 NORTH MERIDIAN STREET

(Street)

INDIANAPOLIS IN 46208-0068

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELI LILLY & Co [ LLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		S		39,863	D	$763.292(1)	95,697,115	D
Common Stock	09/18/2025		S		23,067	D	$764.519(2)	95,674,048	D
Common Stock	09/18/2025		S		26,647	D	$765.567(3)	95,647,401	D
Common Stock	09/18/2025		S		13,135	D	$766.451(4)	95,634,266	D
Common Stock	09/18/2025		S		3,914	D	$767.065(5)	95,630,352	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $763.00 to $763.9993, inclusive. The reporting person undertakes to provide to Eli Lilly & Company, any security holder of Eli Lilly & Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1), (2), (3), (4), and (5) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $764.00 to $764.9996, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $765.00 to $765.9883, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.00 to $766.9989, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $767.00 to $767.5958, inclusive.

	/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Lilly Endowment Inc. report on Form 4 for LLY?

The Form 4 reports the sale of 106,626 shares of Eli Lilly & Co. common stock in multiple transactions on 09/18/2025.

How many shares does Lilly Endowment Inc. own after the reported sales of LLY?

Following the transactions the reporting person beneficially owned 95,630,352 shares of LLY.

At what prices were the LLY shares sold in the Form 4?

The filing lists weighted-average prices of approximately $763.292, $764.519, $765.567, $766.451, and $767.065, with footnotes showing the per-trade price ranges.

Who signed the Form 4 for Lilly Endowment Inc.?

The Form 4 is signed by Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc., dated 09/19/2025.

Does the Form 4 indicate the reporter's relationship to Eli Lilly & Co. (LLY)?

Yes. The filing shows the reporting person as Lilly Endowment Inc. with checkboxes indicating Director and 10% owner.

Are detailed price breakdowns available for the reported sales of LLY?

The footnotes state the reported prices are weighted averages and the reporting person offers to provide the exact number of shares sold at each separate price within the disclosed ranges upon request.