[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Eli Lilly & Co. reported insider selling by a director on Form 4. On 11/18/2025, the reporting person executed a series of open-market sales of Eli Lilly common stock, coded "S" for sale. Across ten tranches, the director sold a total of 60,213 shares at weighted average prices ranging from about $1,030 to $1,040 per share, with each tranche reported alongside a specific weighted average price and price range.

Following these transactions, the reporting person directly beneficially owned 92,811,978 shares of Eli Lilly common stock. The filing notes that detailed breakouts of the individual trade prices within each weighted range are available upon request. The form is 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

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).

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)
11/18/2025

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	11/18/2025		S		4,304	D	$1,030.317(1)	92,867,887	D
Common Stock	11/18/2025		S		1,605	D	$1,031.414(2)	92,866,282	D
Common Stock	11/18/2025		S		7,208	D	$1,032.635(3)	92,859,074	D
Common Stock	11/18/2025		S		6,380	D	$1,033.497(4)	92,852,694	D
Common Stock	11/18/2025		S		12,198	D	$1,034.652(5)	92,840,496	D
Common Stock	11/18/2025		S		13,097	D	$1,035.501(6)	92,827,399	D
Common Stock	11/18/2025		S		8,067	D	$1,036.576(7)	92,819,332	D
Common Stock	11/18/2025		S		2,424	D	$1,037.379(8)	92,816,908	D
Common Stock	11/18/2025		S		3,950	D	$1,038.48(9)	92,812,958	D
Common Stock	11/18/2025		S		980	D	$1,039.61(10)	92,811,978	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 $1,030.00 to $1,030.98, 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), (8), (9), and (10) 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 $1,031.00 to $1,031.91, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,032.02 to $1,033.01, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,033.02 to $1,034.01, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,034.02 to $1,035.01, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,035.02 to $1,036.01, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,036.02 to $1,037.01, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,037.02 to $1,038.01, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,038.03 to $1,038.94, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,039.21 to $1,040.01, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/19/2025
	** 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 insider activity did Eli Lilly (LLY) report on this Form 4?

The filing reports that a director of Eli Lilly & Co. sold multiple blocks of common stock on 11/18/2025 in open-market transactions coded as sales ("S").

How many Eli Lilly (LLY) shares were sold in the reported transactions?

Across ten reported transactions on 11/18/2025, the director sold a total of 60,213 shares of Eli Lilly common stock at various prices.

What prices did the Eli Lilly (LLY) insider receive for the shares sold?

Each tranche is reported with a weighted average price, with prices ranging from about $1,030.00 to $1,040.01 per share, as detailed in the footnotes.

How many Eli Lilly (LLY) shares does the reporting person still own after these sales?

After the last reported sale, the reporting person directly beneficially owned 92,811,978 shares of Eli Lilly common stock.

Were any derivative securities reported in this Eli Lilly (LLY) Form 4?

No derivative transactions are reported; the table for derivative securities shows no acquired or disposed instruments, focusing only on common stock sales.

Who signed the Eli Lilly (LLY) Form 4 filing?

The Form 4 is signed by /s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc., as the reporting person.

How are the weighted average prices explained in the Eli Lilly (LLY) Form 4?

The footnotes explain that each reported price is a weighted average for multiple trades within a stated price range, and that detailed trade data is available upon request.