[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc. reported a sale of 26,795 shares of Eli Lilly & Co. common stock on 10/07/2025. The shares were sold at a weighted average price of $848.009, with individual trade prices ranging from $848.00 to $848.32. After the transaction the reporting person beneficially owned 94,649,000 shares, held directly. The Form 4 was signed by Peter A. Buck on 10/08/2025. The filing discloses no derivative holdings and includes an offer to provide a breakdown of the number of shares sold at each price within the reported range.

Positive

• Timely disclosure of the transaction via a signed Form 4 filed on 10/08/2025
• Continued large direct stake: retains 94,649,000 shares after the sale

Negative

• Disposition of shares: sold 26,795 shares on 10/07/2025 at a weighted average $848.009

Insights

Corporate Governance Analyst

TL;DR: Timely reporting of a small direct sale by a major institutional holder; overall stake remains large.

The filing shows Lilly Endowment Inc. executed a sale of 26,795 Eli Lilly shares on 10/07/2025 at a weighted average price of $848.009. The reporting is limited to a straightforward open‑market disposition and the registrant retains a substantial direct holding of 94,649,000 shares.

The primary dependency is that the transaction appears to be a routine sale rather than part of a disclosed trading plan; the form does not indicate a Rule 10b5‑1 plan. Watch filings near 10/08/2025 for any amendments or additional disclosures that would alter the nature or purpose of the sale.

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)
10/07/2025

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	10/07/2025		S		26,795	D	$848.009(1)	94,649,000	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 $848.32, 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) to this Form 4.

	/s/ Peter A. Buck, Vice President for Investments and Grants Administration, on behalf of Lilly Endowment Inc.	10/08/2025
	** 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 sell in the Form 4 for LLY?

They sold 26,795 shares of Eli Lilly common stock on 10/07/2025.

At what price were the LLY shares sold?

The sale was reported at a weighted average price of $848.009, with trade prices ranging from $848.00 to $848.32.

How many LLY shares does Lilly Endowment own after the transaction?

The filing reports beneficial ownership of 94,649,000 shares following the sale.

When was the Form 4 filed and signed?

The Form 4 reports the transaction date as 10/07/2025 and is signed on 10/08/2025.

Does the filing show any derivative holdings by Lilly Endowment in LLY?

No. Table II for derivative securities lists no holdings; the ownership disclosed is direct.