Eli Lilly (LLY) major holder Lilly Endowment discloses sale of 240 shares

Rhea-AI Filing Summary

Lilly Endowment Inc., a director and more than 10% owner of Eli Lilly & Co., reported a small open-market sale of company stock. On 12/23/2025, the reporting person sold 240 shares of common stock, coded as a sale transaction, at a weighted average price of $1,085.038 per share.

The shares were sold in multiple trades at prices ranging from $1,085.00 to $1,085.08. After this transaction, the reporting person beneficially owned 92,196,738 shares of Eli Lilly common stock in direct ownership form. The filer has undertaken to provide detailed trade breakdowns upon request to the company, its security holders, or the SEC staff.

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).

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)
12/23/2025

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	12/23/2025		S		240	D	$1,085.038(1)	92,196,738	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 $1,085.00 to $1,085.08, 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 range set forth in footnote (1) to this Form 4.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	12/29/2025
	** 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).
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FAQ

What insider transaction did Lilly Endowment Inc. report for Eli Lilly (LLY)?

Lilly Endowment Inc., a director and more than 10% owner of Eli Lilly & Co., reported selling 240 shares of Eli Lilly common stock in an open-market transaction on 12/23/2025.

At what price were the Eli Lilly (LLY) shares sold in this Form 4 filing?

The 240 shares were sold at a weighted average price of $1,085.038 per share, with individual trade prices ranging from $1,085.00 to $1,085.08.

How many Eli Lilly (LLY) shares does the reporting person own after this transaction?

Following the reported sale, the reporting person beneficially owned 92,196,738 shares of Eli Lilly common stock, held in direct ownership.

What is the relationship of the reporting person to Eli Lilly (LLY)?

The reporting person is identified as a Director and 10% Owner of Eli Lilly & Co., indicating a significant insider position.

Was the Eli Lilly (LLY) insider trade executed in multiple transactions?

Yes. The filing states that the 240 shares were sold in multiple transactions at prices between $1,085.00 and $1,085.08, and the weighted average price of $1,085.038 is reported.

Who signed the Form 4 related to Eli Lilly (LLY) and on what date?

The Form 4 was signed by /s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc. on 12/29/2025.