[Form 4] Eli Lilly & Co. Insider Trading Activity

Rhea-AI Filing Summary

Reynolds Consumer Products Inc. (REYN) filed an 8-K to report a board change effective July 23, 2025. Acting on the Compensation, Nominating and Corporate Governance Committee’s recommendation, the Board elected Duncan Hawkesby as a Class II director, expanding the Board from 8 to 9 members. His term runs through the 2028 annual meeting. Hawkesby is managing director of Hawkesby Management Ltd. and sits on several boards controlled by Graeme Hart, the ultimate owner of controlling shareholder Packaging Finance Ltd. (PFL). As PFL’s designee—and Hart’s son-in-law—he will not receive standard non-employee director compensation and is not expected to join any committees.

Insights

Corporate Governance Analyst

TL;DR – Board expands to 9; new director tied to controlling shareholder, limiting independence.

The appointment modestly refreshes the board’s composition but adds a related-party representative rather than an independent voice. Investors focused on governance may weigh the increased influence of Packaging Finance Ltd. against the value of Hawkesby’s operating experience across packaging and logistics entities. Because no committee roles are assigned and compensation is waived, short-term financial impact is negligible; however, the move underscores PFL’s continued control and could influence future strategic decisions.

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)
07/24/2025

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	07/24/2025		S		63,566	D	$803.484(1)	95,953,412	D
Common Stock	07/24/2025		S		102,975	D	$804.482(2)	95,850,437	D
Common Stock	07/24/2025		S		46,771	D	$805.329(3)	95,803,666	D
Common Stock	07/24/2025		S		22,138	D	$806.604(4)	95,781,528	D
Common Stock	07/24/2025		S		36,183	D	$807.491(5)	95,745,345	D
Common Stock	07/24/2025		S		8,367	D	$808.339(6)	95,736,978	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 $803.00 to $803.995, 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) and (6) 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 $804.00 to $804.995, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $805.00 to $805.99, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $806.01 to $807.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $807.01 to $808.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $808.01 to $808.88, inclusive.

	/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.	07/25/2025
	** Signature of Reporting Person	Date
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