[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Eli Lilly & Co (LLY): A reporting person identified as a director and 10% owner reported open‑market sales of common stock on 11/05/2025 across 30 separate transactions. The trades were executed at weighted‑average prices disclosed by tranche, with individual price ranges noted in the footnotes.

Following these sales, the reporting person directly beneficially owned 93,752,410 shares. The footnotes show sale price ranges spanning from $910.90 to $947.06 per share across the listed tranches. The remark states this is the first of two Forms 4 filed the same day, covering transactions #1–#30 of 38 total.

Insights

Insider Transactions Analyst

Large-scale open-market sales by a 10% owner; remaining stake still substantial; disclosure suggests supply overhang risk.

The filing reports multiple open-market sales of **Eli Lilly (LLY)** common stock by a reporting person identified as a director and **10% owner** on 11/05/2025. The transactions span 30 tranches with weighted-average prices across disclosed ranges from $910.90 to $947.06. Following these sales, the filer reports **beneficial ownership of 93,752,410 shares**, held as **direct** ownership. No derivative transactions were reported.

Footnotes detail price ranges for each tranche, indicating execution across a tight band at progressively higher brackets. The remarks state this is the first of two Forms 4 filed on 11/06/2025, covering transactions #1–30 of 38 total, implying additional same-day sales are reported separately.

This indicates meaningful liquidity supplied by a major holder on a single trading date. Items to watch: the second Form 4 for the remaining eight transactions, any subsequent filings showing continued disposition, and updates to the reported beneficial ownership in near-term disclosures.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
11/05/2025

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	11/05/2025		S		270	D	$911.005(1)	93,931,182	D
Common Stock	11/05/2025		S		620	D	$913.778(2)	93,930,562	D
Common Stock	11/05/2025		S		550	D	$915.333(3)	93,930,012	D
Common Stock	11/05/2025		S		230	D	$917.264(4)	93,929,782	D
Common Stock	11/05/2025		S		160	D	$918.12	93,929,622	D
Common Stock	11/05/2025		S		2,090	D	$921.496(5)	93,927,532	D
Common Stock	11/05/2025		S		4,434	D	$922.416(6)	93,923,098	D
Common Stock	11/05/2025		S		2,635	D	$923.46(7)	93,920,463	D
Common Stock	11/05/2025		S		550	D	$924.352(8)	93,919,913	D
Common Stock	11/05/2025		S		31,016	D	$925.872(9)	93,888,897	D
Common Stock	11/05/2025		S		8,409	D	$927.12(10)	93,880,488	D
Common Stock	11/05/2025		S		4,457	D	$928.2(11)	93,876,031	D
Common Stock	11/05/2025		S		15,230	D	$929.423(12)	93,860,801	D
Common Stock	11/05/2025		S		5,528	D	$930.222(13)	93,855,273	D
Common Stock	11/05/2025		S		10,938	D	$931.245(14)	93,844,335	D
Common Stock	11/05/2025		S		12,924	D	$932.274(15)	93,831,411	D
Common Stock	11/05/2025		S		6,642	D	$933.292(16)	93,824,769	D
Common Stock	11/05/2025		S		9,209	D	$934.206(17)	93,815,560	D
Common Stock	11/05/2025		S		6,386	D	$935.26(18)	93,809,174	D
Common Stock	11/05/2025		S		5,292	D	$936.567(19)	93,803,882	D
Common Stock	11/05/2025		S		3,731	D	$937.421(20)	93,800,151	D
Common Stock	11/05/2025		S		3,388	D	$938.433(21)	93,796,763	D
Common Stock	11/05/2025		S		2,790	D	$939.538(22)	93,793,973	D
Common Stock	11/05/2025		S		3,966	D	$940.623(23)	93,790,007	D
Common Stock	11/05/2025		S		2,759	D	$941.356(24)	93,787,248	D
Common Stock	11/05/2025		S		1,657	D	$942.306(25)	93,785,591	D
Common Stock	11/05/2025		S		3,820	D	$943.711(26)	93,781,771	D
Common Stock	11/05/2025		S		12,581	D	$944.677(27)	93,769,190	D
Common Stock	11/05/2025		S		13,007	D	$945.617(28)	93,756,183	D
Common Stock	11/05/2025		S		3,773	D	$946.399(29)	93,752,410	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 $910.90 to $911.415, 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), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18), (19), (20), (21), (22), (23), (24), (25), (26), (27), (28), and (29) 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 $913.36 to $914.31, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $914.59 to $915.46, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $916.76 to $917.38, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $920.99 to $921.98, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $921.99 to $922.985, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $922.99 to $923.97, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $923.99 to $924.835, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $925.77 to $926.71, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $926.77 to $927.76, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $927.78 to $928.765, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $928.78 to $929.77, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $929.78 to $930.77, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $930.79 to $931.77, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $931.80 to $932.7975, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $932.80 to $933.78, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $933.84 to $934.76, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $934.84 to $935.78, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $936.00 to $936.99, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $937.00 to $937.99, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $938.00 to $938.99, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $939.00 to $939.99, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $940.00 to $940.99, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $941.03 to $941.695, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $942.05 to $942.99, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $943.09 to $944.06, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $944.10 to $945.09, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $945.13 to $946.125, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $946.14 to $947.06, inclusive.

Remarks:

This is the first of two Forms 4 filed by the Reporting Person on same date, November 6, 2025, representing transactions #1 through #30 of 38 total transactions.

	/s/ Peter A. Buck, Vice President for Investments and Grants Administration, on behalf of Lilly Endowment Inc.	11/06/2025
	** 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 did LLY’s insider report on Form 4?

A director and 10% owner reported open‑market sales of Eli Lilly common stock across 30 transactions on 11/05/2025.

How many transactions were included in this Form 4 for LLY?

The filing covers 30 transactions, identified as #1–#30 of 38 total.

What prices were the LLY shares sold at?

Each line reports a weighted‑average sale price; footnotes show ranges spanning approximately $910.90 to $947.06 per share.

How many LLY shares did the insider own after the sales?

The reporting person directly beneficially owned 93,752,410 shares after the reported transactions.

What is the insider’s relationship to Eli Lilly (LLY)?

The filer is identified as a director and 10% owner.

Is this the only Form 4 filed for these transactions?

No. The remark notes this is the first of two Forms 4 filed the same day, covering transactions #1–#30 of 38.