Lilly Endowment Form 4 shows 15,632 LLY shares sold

Rhea-AI Filing Summary

Eli Lilly & Co. (LLY) director Lilly Endowment Inc. reported open-market sales of Eli Lilly common stock on 11/25/2025. The Endowment sold 5,043 shares at a weighted average price of $1,108.71, 9,249 shares at a weighted average price of $1,109.449, and 1,340 shares at a weighted average price of $1,110.527, for a total of 15,632 shares sold.

After these transactions, Lilly Endowment Inc. beneficially owned 92,196,978 shares of Eli Lilly common stock, held directly. The prices reported reflect multiple trades within narrow ranges for each block of shares. This filing is identified as the second of two Forms 4 filed by the reporting person on the same date, covering transactions numbered 31 through 33 of 33 total transactions.

Insights

Equity Ownership Analyst

Large 10% owner executed small open‑market sales under Form 4, slightly trimming but largely maintaining a very substantial direct stake.

The filing shows **Lilly Endowment Inc.**, a reported **10% owner** of **Eli Lilly & Co.**, selling blocks of common stock on 11/25/2025. Three transactions labeled with code "S" reflect open‑market sales of **5,043**, **9,249**, and **1,340** shares at weighted average prices around $1,108.71, $1,109.449, and $1,110.527. After these trades, the reporting person directly holds **92,196,978** shares, so the sales represent a very small fraction of the reported ownership.

The prices disclosed are weighted averages across multiple executions within narrow ranges, and the filer commits to provide detailed breakdowns on request. That language signals that the transactions are ordinary market sales rather than structured derivatives or complex instruments, and Table II confirms there were **no derivative securities** acquired or disposed of in this filing. The form is identified as the second of two Forms 4 filed the same day, covering transactions numbered 31–33 of 33 total, which frames these as part of a larger sequence of trades.

Relevant items to watch from this disclosure are the continued status of Lilly Endowment Inc. as a **10% owner** and the evolution of its reported share count in future Forms 4. The timing concentration on 11/25/2025 and the earlier referenced related Form 4 provide clear markers for comparing any later changes in position size or trading pattern against this baseline.

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)
11/25/2025

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	11/25/2025		S		5,043	D	$1,108.71(1)	92,207,567	D
Common Stock	11/25/2025		S		9,249	D	$1,109.449(2)	92,198,318	D
Common Stock	11/25/2025		S		1,340	D	$1,110.527(3)	92,196,978	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 $1,108.07 to $1,109.06, 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 footnote (1), (2), and (3) 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 $1,109.08 to $1,110.07, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,110.20 to $1,110.96, inclusive.

Remarks:

This is the second of two Forms 4 filed by the Reporting Person on same date, November 26, 2025, representing transactions #31 through #33 of 33 total transactions.

	/s/ Ben W. Blanton, Vice President, Secretary and General Counsel, on behalf of Lilly Endowment Inc.	11/26/2025
	** 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.
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FAQ

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

Lilly Endowment Inc., a director of Eli Lilly & Co. (LLY), reported selling a total of 15,632 shares of Eli Lilly common stock in three open-market transactions on 11/25/2025.

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

The reported weighted average prices were $1,108.71 for 5,043 shares, $1,109.449 for 9,249 shares, and $1,110.527 for 1,340 shares, each executed in multiple trades within narrow price ranges.

How many Eli Lilly (LLY) shares does Lilly Endowment Inc. own after these sales?

Following the reported transactions, Lilly Endowment Inc. beneficially owned 92,196,978 shares of Eli Lilly common stock, held directly.

What is the reporting person’s relationship to Eli Lilly (LLY) in this Form 4?

The reporting person, Lilly Endowment Inc., is identified as a director of Eli Lilly & Co. on the Form 4.

What period of transactions does this Eli Lilly (LLY) Form 4 cover?

The Form 4 reports transactions with the earliest transaction date of 11/25/2025 and is described as the second of two Forms 4 filed the same day, covering transactions #31 through #33 of 33 total.

Were the Eli Lilly (LLY) Form 4 transactions executed as a single trade or multiple trades?

Each block of reported shares was sold in multiple transactions within stated price ranges, with the Form 4 reporting a weighted average price for each group.