[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc., a director of Eli Lilly (LLY), reported open‑market sales totaling 300,000 shares of common stock on 11/03/2025.

The trades were executed in multiple tranches at weighted average prices with reported ranges from $877.00 to $901.295 per share, as detailed in footnotes. Following these transactions, the reporting person beneficially owned 93,931,978 shares directly.

Insights

Insider Transactions Analyst

Large holder sold 300,000 LLY shares on 11/03/2025; ownership remains very substantial. Impact appears limited.

The filing reports multiple open-market sales (“S”) of **Eli Lilly** common stock on 11/03/2025, executed in tranches with weighted-average prices ranging from about $877 to $901 per share (per footnotes 1–24). In total, the reporting person sold 300,000 shares that day. Following these sales, the filer reports beneficial ownership of 93,931,978 shares, held directly.

Based on the reported before-and-after share counts, the disposition reduced the filer’s holdings by roughly 0.32% of its own previously reported stake (300,000 out of approximately 94,231,978). The prices disclosed are weighted averages; detailed trade-by-trade data are available upon request, as stated in the footnotes. No derivative transactions were reported in Table II.

Key watch items: any subsequent Forms 4 indicating continued selling, any future indication that transactions occurred under a Rule 10b5-1 plan, and updates to the filer’s beneficial ownership level. The next few weeks after 11/03/2025 would clarify whether this was a one-day liquidity event or part of a broader pattern.

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)
11/03/2025

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	11/03/2025		S		25,996	D	$877.4(1)	94,205,982	D
Common Stock	11/03/2025		S		18,815	D	$878.356(2)	94,187,167	D
Common Stock	11/03/2025		S		6,125	D	$879.36(3)	94,181,042	D
Common Stock	11/03/2025		S		10,549	D	$880.449(4)	94,170,493	D
Common Stock	11/03/2025		S		6,373	D	$881.461(5)	94,164,120	D
Common Stock	11/03/2025		S		4,226	D	$882.32(6)	94,159,894	D
Common Stock	11/03/2025		S		10,681	D	$883.746(7)	94,149,213	D
Common Stock	11/03/2025		S		26,340	D	$884.665(8)	94,122,873	D
Common Stock	11/03/2025		S		21,884	D	$885.557(9)	94,100,989	D
Common Stock	11/03/2025		S		3,038	D	$886.287(10)	94,097,951	D
Common Stock	11/03/2025		S		4,081	D	$888.142(11)	94,093,870	D
Common Stock	11/03/2025		S		2,452	D	$888.959(12)	94,091,418	D
Common Stock	11/03/2025		S		14,867	D	$890.2(13)	94,076,551	D
Common Stock	11/03/2025		S		15,508	D	$891.172(14)	94,061,043	D
Common Stock	11/03/2025		S		17,299	D	$891.973(15)	94,043,744	D
Common Stock	11/03/2025		S		4,246	D	$893.35(16)	94,039,498	D
Common Stock	11/03/2025		S		17,537	D	$894.327(17)	94,021,961	D
Common Stock	11/03/2025		S		17,639	D	$895.155(18)	94,004,322	D
Common Stock	11/03/2025		S		29,709	D	$896.146(19)	93,974,613	D
Common Stock	11/03/2025		S		11,842	D	$897.195(20)	93,962,771	D
Common Stock	11/03/2025		S		19,295	D	$898.203(21)	93,943,476	D
Common Stock	11/03/2025		S		5,391	D	$899.18(22)	93,938,085	D
Common Stock	11/03/2025		S		4,474	D	$900.017(23)	93,933,611	D
Common Stock	11/03/2025		S		1,633	D	$900.794(24)	93,931,978	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 $877.00 to $877.99, 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), (10), (11), (12), (13), (14), (15), (16), (17), (18), (19), (20), (21), (22), (23), and (24) 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 $878.00 to $878.99, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $879.00 to $879.80, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $880.00 to $880.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $881.00 to $881.98, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $882.00 to $882.99, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.14 to $884.12, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $884.145 to $885.14, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $885.145 to $886.14, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $886.145 to $886.48, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $887.50 to $888.41, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $888.58 to $889.52, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $889.615 to $890.61, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $890.615 to $891.61, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $891.62 to $892.515, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $892.675 to $893.62, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $893.69 to $894.68, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $894.69 to $895.68, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $895.69 to $896.685, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $896.69 to $897.665, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $897.69 to $898.67, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $898.70 to $899.69, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $899.70 to $900.62, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.77 to $901.295, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/04/2025
	** 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 LLY’s insider report on Form 4?

A director‑affiliated holder, Lilly Endowment Inc., reported open‑market sales of 300,000 LLY shares on 11/03/2025.

What price range were the LLY shares sold at?

The filing lists weighted average prices with ranges from $877.00 to $901.295 per share across tranches.

How many LLY shares does the reporting person hold after the sales?

Post‑transaction, the reporting person beneficially owned 93,931,978 shares directly.

How many individual sale tranches were disclosed?

The report itemizes 24 separate sale tranches, each with its own weighted average price range.

What was the transaction date on the Form 4?

All reported sales occurred on 11/03/2025.

Who signed the filing?

It was signed /s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc. on 11/04/2025.