Lilly Endowment Sells 113,694 LLY Shares; Ownership Remains 95.49M

Lilly Endowment Inc., a reporting person and director-related holder of Eli Lilly & Co. (LLY) stock, reported multiple open-market sales on 09/30/2025.

Rhea-AI Filing Summary

Lilly Endowment Inc., a reporting person and director-related holder of Eli Lilly & Co. (LLY) stock, reported multiple open-market sales on 09/30/2025. The Form 4 shows four sell transactions totaling 113,694 shares sold at weighted-average prices of approximately $763.095, $764.355, $765.44, and $766.117, executed across price ranges disclosed in footnotes. After these disposals the reporting person beneficially owned 95,492,993 shares. The filing is signed by Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc., and offers to provide transaction-level price details on request.

Insights

Financial Analyst

TL;DR: Reporting entity sold 113,694 LLY shares on 09/30/2025, leaving ~95.5 million shares beneficially owned; transactions appear routine.

The aggregate sale of 113,694 shares represents roughly 0.12% of the reported post-transaction holdings of 95,492,993 shares, indicating these disposals are small relative to total ownership. Prices are reported as weighted averages with ranges provided, and the filer offers to supply transaction-level details on request. No derivative transactions or other unusual transfers are reported. From a liquidity and signaling perspective, the filing documents compliance with Section 16 disclosure obligations without evidence of material change to ownership concentration.

Corporate Governance Expert

TL;DR: Form 4 discloses routine open-market sales by a significant institutional holder; disclosure appears complete and timely.

The Form 4 is signed by an authorized officer and includes weighted-average pricing with explanatory footnotes, meeting disclosure norms. The report certifies willingness to provide detailed trade-level information, which supports transparency. There are no indications of an amendment or corrective disclosure, and no derivative holdings reported. The filing is relevant for monitoring insider activity but does not, on its face, raise governance or compliance concerns.

Insider Trade Summary

Net Seller: 113,694 shares

Net Sell 4 txns

Insider LILLY ENDOWMENT INC

Role 10% Owner

Sold 113,694 shs ($86.79M)

Type	Security	Shares	Price	Value
Sale	Common Stock	90,501	$763.095	$69.06M
Sale	Common Stock	19,492	$764.355	$14.90M
Sale	Common Stock	2,649	$765.44	$2.03M
Sale	Common Stock	1,052	$766.117	$806K

Holdings After Transaction: Common Stock — 95,492,993 shares (Direct)

Footnotes (4)

1. F1. 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 $763.9997, 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), and (4) to this Form 4.
2. F2. 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $765.0001 to $765.9974, inclusive.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.0029 to $766.2333, inclusive.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The filer reported four sell transactions on 09/30/2025 totaling 113,694 shares of Eli Lilly & Co. common stock.

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

Following the reported sales the filing shows Lilly Endowment Inc. beneficially owned 95,492,993 shares.

At what prices were the LLY shares sold?

Prices are reported as weighted averages: approximately $763.095, $764.355, $765.44, and $766.117, with price ranges provided in footnotes.

Who signed the Form 4 for Lilly Endowment Inc.?

The form is signed by /s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc., dated 10/01/2025.

Does the Form 4 show any derivative transactions or amendments?

No derivative securities are reported in Table II and the form does not indicate an amendment date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 10/01/2025 - 04:00 PM Learn about SEC filing dates

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).

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)
09/30/2025

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	09/30/2025		S		90,501	D	$763.095(1)	95,516,186	D
Common Stock	09/30/2025		S		19,492	D	$764.355(2)	95,496,694	D
Common Stock	09/30/2025		S		2,649	D	$765.44(3)	95,494,045	D
Common Stock	09/30/2025		S		1,052	D	$766.117(4)	95,492,993	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 $763.9997, 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), and (4) 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 $765.0001 to $765.9974, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.0029 to $766.2333, inclusive.

	/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.	10/01/2025
	** 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.