[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Eli Lilly & Co. (LLY) reported a series of share sales by a 10% owner on 11/21/2025. The Form 4 shows Lilly Endowment Inc., filing as a single reporting person, disposing of multiple blocks of common stock in open-market transactions coded "S" for sale.

The reported trades cover numerous small tranches, such as 9,871 shares at a weighted average price of $1,050.272 and 23,916 shares at $1,059.658, with additional sales at prices generally between about $1,050 and $1,066.15. After these transactions, the reporting person beneficially owned 92,501,978 shares of Eli Lilly common stock, held directly.

Insights

Equity Ownership and Governance Analyst

Large 10% owner executed sizable open‑market sales but retains a very substantial share position.

This Form 4 reports a series of open‑market sales of **Eli Lilly & Co** common stock on 11/21/2025 by a reporting person identified as a **director** and **10% owner**, acting through **Lilly Endowment Inc.** The transactions are all coded "S" (sale) in Table I, executed in many tranches across a narrow price band around $1,050–$1,066 per share. After these transactions, the reporting person still beneficially owns about **92.5 million** shares on a direct basis.

The filing explains that each reported price is a **weighted average**, with actual trades executed across tight intraday price ranges, and it offers to provide exact breakdowns upon request. That structure indicates standard open‑market activity rather than option exercises or derivative-related trades, and Table II shows no derivative transactions. From an ownership perspective, the reported sales reduce the stake modestly relative to the very large remaining holding, so the economic exposure of this major holder remains significant.

Key elements to watch are the **pace and frequency** of similar Form 4 filings by this 10% owner and any future change in its role as a director. The date of these trades, 11/21/2025, and the post‑transaction holdings of roughly 92.5 million shares provide clear reference points for tracking future changes in this large shareholder’s position over time.

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)
11/21/2025

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	11/21/2025		S		9,871	D	$1,050.272(1)	92,597,433	D
Common Stock	11/21/2025		S		5,506	D	$1,051.484(2)	92,591,927	D
Common Stock	11/21/2025		S		2,885	D	$1,052.361(3)	92,589,042	D
Common Stock	11/21/2025		S		1,987	D	$1,053.458(4)	92,587,055	D
Common Stock	11/21/2025		S		1,629	D	$1,054.422(5)	92,585,426	D
Common Stock	11/21/2025		S		2,495	D	$1,055.452(6)	92,582,931	D
Common Stock	11/21/2025		S		1,546	D	$1,056.396(7)	92,581,385	D
Common Stock	11/21/2025		S		5,064	D	$1,057.584(8)	92,576,321	D
Common Stock	11/21/2025		S		9,729	D	$1,058.461(9)	92,566,592	D
Common Stock	11/21/2025		S		23,916	D	$1,059.658(10)	92,542,676	D
Common Stock	11/21/2025		S		7,582	D	$1,060.531(11)	92,535,094	D
Common Stock	11/21/2025		S		10,492	D	$1,061.559(12)	92,524,602	D
Common Stock	11/21/2025		S		9,051	D	$1,062.517(13)	92,515,551	D
Common Stock	11/21/2025		S		8,576	D	$1,063.572(14)	92,506,975	D
Common Stock	11/21/2025		S		3,378	D	$1,064.433(15)	92,503,597	D
Common Stock	11/21/2025		S		1,459	D	$1,065.569(16)	92,502,138	D
Common Stock	11/21/2025		S		160	D	$1,066.15	92,501,978	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 $1,050.00 to $1,050.997, 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), and (16) 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 $1,051.00 to $1,051.994, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,052.00 to $1,052.96, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,053.00 to $1,053.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,054.00 to $1,054.99, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,055.00 to $1,055.969, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,056.00 to $1,056.99, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,057.00 to $1,057.97, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,058.022 to $1,059.005, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,059.034 to $1,060.032, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,060.037 to $1,061.036, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,061.039 to $1,062.022, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,062.043 to $1,063.04, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,063.051 to $1,064.042, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,064.07 to $1,065.03, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,065.118 to $1,066.00, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/24/2025
	** Signature of Reporting Person	Date
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