Lilly Endowment (LLY) reports 1,390-share Eli Lilly stock sale in Form 4

Rhea-AI Filing Summary

Lilly Endowment Inc., a more than 10% owner of Eli Lilly & Co. (LLY), reported a sale of company stock. On 01/05/2026, the reporting person sold 1,390 shares of Eli Lilly common stock at a weighted average price of $1,085.011 per share. The sale was executed in multiple trades at prices ranging from $1,085.00 to $1,085.10.

Following this transaction, the reporting person beneficially owned 92,189,126 shares of Eli Lilly common stock in direct ownership. The filing notes that detailed trade-by-trade pricing information within the reported range will be provided upon request. The form was signed by Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.

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

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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)
01/05/2026

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	01/05/2026		S		1,390	D	$1,085.011(1)	92,189,126	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 $1,085.10, 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.	01/06/2026
	** 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 insider transaction did Lilly Endowment report for Eli Lilly (LLY)?

Lilly Endowment Inc., a more than 10% owner of Eli Lilly & Co., reported selling 1,390 shares of Eli Lilly common stock in a transaction dated 01/05/2026.

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

The 1,390 shares of Eli Lilly common stock were sold at a weighted average price of $1,085.011 per share, with individual trades executed between $1,085.00 and $1,085.10.

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

After the reported sale, the reporting person beneficially owned 92,189,126 shares of Eli Lilly common stock, held in direct ownership.

Who is the reporting person in this Eli Lilly (LLY) insider filing?

The reporting person is Lilly Endowment Inc., identified as a more than 10% owner of Eli Lilly & Co. The Form 4 is signed by Diane M. Stenson, Vice President and Treasurer, on its behalf.

How does the Form 4 describe the pricing details for the Eli Lilly (LLY) share sale?

The Form 4 explains that the reported price is a weighted average, with shares sold in multiple transactions between $1,085.00 and $1,085.10. The reporting person undertakes to provide full details of the number of shares sold at each price upon request.

What type of security was involved in the Lilly Endowment transaction for Eli Lilly (LLY)?

The transaction involved common stock of Eli Lilly & Co., reported in Table I as a sale of 1,390 shares.