[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc., a director-related reporting person, sold a total of 10,602 shares of Eli Lilly & Co common stock on 10/09/2025. The Form 4 lists eight separate sale entries with weighted-average prices for each block; the reported trade price ranges span from $848.09 up to $857.26. After these transactions, the reporting person beneficially owns 94,536,978 shares directly. Each sale line notes the reporting person can provide detailed per-price quantities on request, and the Form 4 was signed by Peter A. Buck on behalf of Lilly Endowment Inc.

Positive

• Continued substantial ownership after sales: reporting person holds 94,536,978 shares
• Transparent disclosure: filer offers to provide per-price quantities on request

Negative

• Insufficient granularity in the Form 4 lines due to weighted-average prices, limiting block-level price analysis
• Multiple small disposals indicate ongoing selling but total 10,602 shares are small relative to holdings

Insights

Corporate Governance Analyst

Routine director-related share disposals totaling 10,602 LLY shares on 10/09/2025.

These sales are recorded as direct disposals by Lilly Endowment Inc., with the Form 4 showing successive blocks sold at weighted-average prices between $848.09 and $857.26. The reporting person retains sizeable direct ownership of 94,536,978 shares after the trades, indicating continued substantial holdings.

The main dependency for interpretation is that each line reports a weighted-average price and the filer offers to disclose exact per-price quantities on request; that limits precise block-level price analysis until the detail is provided. Investors may note ownership concentration and monitor future Section 16 filings for further disposals or transfers over the coming quarters.

Equity Trading Analyst

Small incremental sell program-style trades executed across a narrow price band.

The eight sale entries sum to 10,602 shares, suggesting staged execution rather than a single large block; per-line notes confirm multiple transactions produced the reported weighted-average prices. The aggregate sale size is negligible relative to the remaining holdings of 94.5M shares, so market-impact risk from these specific disposals appears limited.

Because each line uses a weighted-average price and the filer will disclose per-trade quantities on request, confirm exact execution timing and lot sizes if precise market-impact or realized-proceeds analysis is required within the next few days.

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
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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).

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)
10/09/2025

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	10/09/2025		S		600	D	$848.63(1)	94,546,980	D
Common Stock	10/09/2025		S		400	D	$850.05(2)	94,546,580	D
Common Stock	10/09/2025		S		3,375	D	$851.583(3)	94,543,205	D
Common Stock	10/09/2025		S		2,472	D	$852.207(4)	94,540,733	D
Common Stock	10/09/2025		S		1,247	D	$853.197(5)	94,539,486	D
Common Stock	10/09/2025		S		1,473	D	$854.605(6)	94,538,013	D
Common Stock	10/09/2025		S		835	D	$854.956(7)	94,537,178	D
Common Stock	10/09/2025		S		200	D	$857.255(8)	94,536,978	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 $848.09 to $849.00, 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 footnotes (1), (2), (3), (4), (5), (6), (7), and (8) 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 $849.78 to $850.41, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $850.78 to $851.74, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $851.82 to $852.78, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $852.895 to $853.85, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $853.90 to $854.8575, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $854.91 to $855.09, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $857.25 to $857.26, inclusive.

	/s/ Peter A. Buck, Vice President for Investments and Grants Administration, on behalf of Lilly Endowment Inc.	10/10/2025
	** 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 Lilly Endowment Inc. report in the Form 4 for LLY?

The Form 4 reports that Lilly Endowment Inc. sold a total of 10,602 shares of Eli Lilly & Co common stock on 10/09/2025, with post-transaction beneficial ownership of 94,536,978 shares.

What price range were the LLY shares sold at?

The reported weighted-average prices across the sale entries range from $848.09 to $857.26; each line notes multiple transactions produced the averages.

Who signed the Form 4 for these transactions?

The Form 4 was signed on behalf of Lilly Endowment Inc. by Peter A. Buck, Vice President for Investments and Grants Administration.

Is the sale size material relative to total holdings?

No; the sales totaled 10,602 shares, which is small relative to the reported remaining direct ownership of 94,536,978 shares.

Can I obtain exact per-trade quantities and prices?

Yes; the filer states they will provide full information on the number of shares sold at each separate price within the disclosed ranges upon request to Eli Lilly & Co., any security holder, or the SEC staff.