Lilly Endowment reports 30 Eli Lilly (LLY) stock sales on Form 4

Rhea-AI Filing Summary

Lilly Endowment Inc., a director-level reporting person of Eli Lilly & Co (LLY), reported a series of open-market sales of Eli Lilly common stock on 11/25/2025. The Form 4 lists 30 separate sale transactions, each coded as an "S" for sale, with weighted average prices including $1,073.735 and $1,107.48 per share, and footnotes detailing underlying trade ranges from $1,073.78 to $1,107.95. After completing these reported sales, Lilly Endowment Inc. beneficially owned 92,212,610 shares of Eli Lilly common stock, held directly. This filing is identified as the first of two Forms 4 filed the same day, covering transactions numbered 1 through 30 of 33 total.

Insights

Equity Ownership and Governance Analyst

Large 10% owner executed sizable open‑market sales but retains a very substantial direct stake.

The filing shows **Lilly Endowment Inc.**, a checked **10% owner**, selling multiple blocks of **Common Stock** on 11/25/2025. Across 30 separate open‑market sale transactions (code "S"), its directly held shares decreased from **92,357,190** to **92,212,610**, a reduction of **144,580 shares**. All sales were reported as direct ownership changes, with no derivative securities involved in Table II.

The prices span a tight range from about $1,073.735 to $1,107.48, with each footnote clarifying that the reported figures are **weighted average prices** for trades executed within narrow intraday bands. This structure signals execution through many small trades to complete one overall selling program on a single date. The endowment remains a very large holder after these transactions, so the filing reflects a change in position size rather than an exit.

The remarks state this is the first of two Forms 4 filed on 11/26/2025, covering transactions #1–30 of 33 total, so additional detail appears in a companion filing. Key items to watch over the near term are whether similar sale patterns continue in subsequent Form 4s and how the total share count held by this 10% owner evolves over time, since that directly affects the concentration of ownership.

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)
11/25/2025

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	11/25/2025		S		2,481	D	$1,073.735(1)	92,357,190	D
Common Stock	11/25/2025		S		882	D	$1,075.997(2)	92,356,308	D
Common Stock	11/25/2025		S		800	D	$1,077.988(3)	92,355,508	D
Common Stock	11/25/2025		S		1,260	D	$1,079.367(4)	92,354,248	D
Common Stock	11/25/2025		S		651	D	$1,080.733(5)	92,353,597	D
Common Stock	11/25/2025		S		1,606	D	$1,081.9(6)	92,351,991	D
Common Stock	11/25/2025		S		160	D	$1,082.933(7)	92,351,831	D
Common Stock	11/25/2025		S		3,069	D	$1,084.702(8)	92,348,762	D
Common Stock	11/25/2025		S		5,604	D	$1,086.069(9)	92,343,158	D
Common Stock	11/25/2025		S		6,508	D	$1,086.941(10)	92,336,650	D
Common Stock	11/25/2025		S		5,589	D	$1,087.965(11)	92,331,061	D
Common Stock	11/25/2025		S		5,284	D	$1,088.907(12)	92,325,777	D
Common Stock	11/25/2025		S		1,907	D	$1,089.854(13)	92,323,870	D
Common Stock	11/25/2025		S		5,927	D	$1,091.116(14)	92,317,943	D
Common Stock	11/25/2025		S		18,254	D	$1,092.058(15)	92,299,689	D
Common Stock	11/25/2025		S		9,050	D	$1,093.164(16)	92,290,639	D
Common Stock	11/25/2025		S		6,246	D	$1,094.026(17)	92,284,393	D
Common Stock	11/25/2025		S		2,083	D	$1,094.794(18)	92,282,310	D
Common Stock	11/25/2025		S		1,061	D	$1,096.329(19)	92,281,249	D
Common Stock	11/25/2025		S		4,198	D	$1,097.443(20)	92,277,051	D
Common Stock	11/25/2025		S		4,639	D	$1,098.315(21)	92,272,412	D
Common Stock	11/25/2025		S		6,545	D	$1,099.485(22)	92,265,867	D
Common Stock	11/25/2025		S		8,527	D	$1,100.336(23)	92,257,340	D
Common Stock	11/25/2025		S		11,854	D	$1,101.449(24)	92,245,486	D
Common Stock	11/25/2025		S		7,456	D	$1,102.346(25)	92,238,030	D
Common Stock	11/25/2025		S		6,274	D	$1,103.576(26)	92,231,756	D
Common Stock	11/25/2025		S		5,196	D	$1,104.411(27)	92,226,560	D
Common Stock	11/25/2025		S		2,494	D	$1,105.32(28)	92,224,066	D
Common Stock	11/25/2025		S		3,662	D	$1,106.573(29)	92,220,404	D
Common Stock	11/25/2025		S		7,794	D	$1,107.48(30)	92,212,610	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 $1,073.78 to $1,074.77, 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), (29), and (30) 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 $1,075.50 to $1,076.47, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,077.64 to $1,078.38, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,078.84 to $1,079.52, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,080.10 to $1,081.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,081.36 to $1,082.25, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,082.82 to $1,083.00, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,084.50 to $1,085.45, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,085.50 to $1,086.45, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,086.50 to $1,087.49, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,087.50 to $1,088.48, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,088.50 to $1,089.47, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,089.51 to $1,090.46, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,090.57 to $1,091.55, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,091.58 to $1,092.57, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,092.58 to $1,093.57, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,093.58 to $1,094.53, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,094.65 to $1,095.32, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,095.86 to $1,096.70, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,096.87 to $1,097.86, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,097.87 to $1,098.84, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,098.87 to $1,099.85, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,099.87 to $1,100.83, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,100.87 to $1,101.86, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,101.87 to $1,102.86, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,102.97 to $1,103.96, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,103.97 to $1,104.96, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,104.97 to $1,105.96, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,105.99 to $1,106.98, inclusive.

30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,107.00 to $1,107.95, inclusive.

Remarks:

This is the first of two Forms 4 filed by the Reporting Person on same date, November 26, 2025, representing transactions #1 through #30 of 33 total transactions.

	/s/ Ben W. Blanton, Vice President, Secretary and General Counsel, on behalf of Lilly Endowment Inc.	11/26/2025
	** 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.
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FAQ

What does Eli Lilly (LLY)’s latest Form 4 report?

The Form 4 reports that Lilly Endowment Inc., a director-level reporting person of Eli Lilly & Co (LLY), executed multiple open-market sales of Eli Lilly common stock on 11/25/2025, recorded as 30 separate sale transactions.

On what date did Lilly Endowment Inc. sell Eli Lilly (LLY) shares?

All of the reported transactions occurred on November 25, 2025, as shown in Table I of the Form 4.

What price range did the Eli Lilly (LLY) insider sales occur at?

The sales are reported using weighted average prices such as $1,073.735 and $1,107.48 per share, with footnotes stating underlying transaction ranges from about $1,073.78 up to $1,107.95 per share.

How many Eli Lilly (LLY) shares does Lilly Endowment Inc. own after these transactions?

Following the reported sales, Lilly Endowment Inc. beneficially owned 92,212,610 shares of Eli Lilly common stock, listed as held in direct ownership form.

Does the Form 4 show any derivative securities for Eli Lilly (LLY)?

The filing includes a heading for Table II – Derivative Securities, but in the provided content there are no specific derivative transactions or holdings populated in that table.

Is this the only Form 4 filed by Lilly Endowment Inc. on these Eli Lilly (LLY) trades?

No. The remarks explain that this is the first of two Forms 4 filed by the reporting person on November 26, 2025, covering transactions numbered 1 through 30 of a total of 33 transactions.