[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc., a reporting person and director-related holder, sold a total of 161,183 shares of Eli Lilly & Co (LLY) on 10/06/2025. The Form 4 lists eight separate sale line items with weighted-average prices reported in footnotes, ranging across price bands from $848.00 up to $856.375. After these transactions, the reporting person’s beneficial ownership is shown as 94,675,795 shares (reported as direct ownership). The Form 4 is signed by Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc., and discloses that full per-price breakdowns are available upon request.

Positive

• Disclosure compliance: Form 4 filed and signed, offering detailed per-price information on request
• No derivative transactions reported, indicating these were straight stock dispositions

Negative

• Decrease in direct beneficial ownership by 161,183 shares on 10/06/2025
• Multiple sales across price bands may merit monitoring if repeated in subsequent filings

Insights

Corporate Governance Analyst

Insider sale compliance and transparency are clear; sale size is small relative to total holdings.

The filing documents eight separate sales on 10/06/2025 totaling 161,183 shares with weighted-average prices summarized in footnotes spanning $848.00 to $856.375.

This filing fulfills Section 16 disclosure obligations and offers to provide detailed per-transaction pricing on request, which supports transparency. Monitor subsequent Forms 4 for changes in frequency or size of sales if ownership trends materially change over coming quarters.

Securities Transactions Analyst

Multiple small-block sales were executed across several price bands; no derivative activity reported.

The statement shows only non-derivative sales (code S) and no acquisitions or derivative transactions, leaving post-transaction direct beneficial ownership at 94,675,795 shares. Footnotes describe weighted-average prices and state breakdowns are available upon request.

Key items to watch include any filings that show a shift to systematic plan-based sales or larger blocks; absent that, these entries appear as routine asset-management transactions executed on 10/06/2025.

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)
10/06/2025

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	10/06/2025		S		63,849	D	$848.298(1)	94,773,129	D
Common Stock	10/06/2025		S		28,063	D	$849.443(2)	94,745,066	D
Common Stock	10/06/2025		S		22,960	D	$850.647(3)	94,722,106	D
Common Stock	10/06/2025		S		12,180	D	$851.582(4)	94,709,926	D
Common Stock	10/06/2025		S		9,767	D	$852.673(5)	94,700,159	D
Common Stock	10/06/2025		S		14,822	D	$853.645(6)	94,685,337	D
Common Stock	10/06/2025		S		7,143	D	$854.543(7)	94,678,194	D
Common Stock	10/06/2025		S		2,399	D	$855.711(8)	94,675,795	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 $848.00 to $848.98, 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 $849.005 to $850.00, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $850.055 to $851.01, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $851.055 to $852.035, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $852.14 to $853.13, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $853.17 to $854.13, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $854.22 to $855.00, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $855.50 to $856.375, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	10/07/2025
	** 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 161,183 shares of Eli Lilly & Co on 10/06/2025, leaving 94,675,795 shares beneficially owned.

What price ranges were the LLY shares sold at?

Weighted-average prices are reported with footnotes; the sales occurred across price bands from $848.00 up to $856.375.

Was any derivative activity reported by the reporting person for LLY?

No. Table II shows no derivative securities acquired or disposed of; only non-derivative common stock sales are reported.

Who signed the Form 4 and on whose behalf?

The Form 4 was signed by Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc., dated 10/07/2025.

Is detailed per-transaction pricing available for these sales?

Yes. The filing states the reporting person will provide full information about the number of shares sold at each separate price within the ranges set forth in the footnotes upon request.