[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc. reported the sale of 101,420 shares of Eli Lilly & Co. (LLY) on 10/08/2025 via multiple transactions at weighted-average prices in the range of $848.00 to $856.00. After these disposals, the reporting person shows beneficial ownership of 94,547,580 shares, held indirectly. The filing is a standard Section 16 Form 4 showing routine disposition activity by an entity identified as a director-related reporting person; the signature is provided by a vice president acting on behalf of the endowment.

Positive

• Full disclosure of multiple transactions with weighted-average prices, supporting transparency
• Substantial retained stake of 94,547,580 shares indicates continued large ownership

Negative

• Total shares disposed of 101,420 reduces the endowment's position
• Sales executed across price bands may reflect partial portfolio rebalancing rather than a single block trade

Insights

Corporate Governance Expert

Large institutional sale disclosed; beneficial ownership remains substantial.

The filing shows an institutional holder, Lilly Endowment Inc., executed multiple sale transactions totaling 101,420 shares on 10/08/2025

The remaining indirect stake of 94,547,580 shares indicates continued sizeable ownership, which limits immediate governance impact; monitor subsequent Form 4/13D/G filings if further reductions occur within the next 30 days.

Investment Portfolio Analyst

Transaction scale is modest relative to large-cap position but shows realized proceeds near market levels.

Sales were executed across price bands with weighted-average prices reported between $848.00 and $856.00, implying proceeds roughly in the $86M range (approximate if multiplied by sold shares). The filing itself reports weighted-average prices and offers to provide per-trade detail on request.

Because the filing records indirect ownership retention of 94.55M shares, the portfolio remains heavily exposed to LLY; investors may watch for further scheduled dispositions or disclosures over the next quarter.

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)
10/08/2025

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	10/08/2025		S		18,132	D	$848.46(1)	94,630,868	D
Common Stock	10/08/2025		S		25,296	D	$849.597(2)	94,605,572	D
Common Stock	10/08/2025		S		36,114	D	$850.519(3)	94,569,458	D
Common Stock	10/08/2025		S		13,624	D	$851.403(4)	94,555,834	D
Common Stock	10/08/2025		S		3,227	D	$852.361(5)	94,552,607	D
Common Stock	10/08/2025		S		3,881	D	$853.846(6)	94,548,726	D
Common Stock	10/08/2025		S		946	D	$854.639(7)	94,547,780	D
Common Stock	10/08/2025		S		200	D	$856	94,547,580	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 $848.98, 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), and (7) 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 $849.00 to $849.99, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $850.00 to $850.99, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $851.00 to $851.98, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $852.05 to $853.01, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $853.25 to $854.21, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $854.42 to $855.25, inclusive.

	/s/ Peter A. Buck, Vice President for Investments and Grants Administration, on behalf of Lilly Endowment Inc.	10/09/2025
	** 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

How many LLY shares did Lilly Endowment sell on 10/08/2025?

The filing reports sales totaling 101,420 shares on 10/08/2025 across multiple transactions.

At what prices were the LLY shares sold?

Weighted-average prices are reported across ranges from $848.00 to $856.00; the filing lists multiple weighted averages tied to specific sale groups.

What is Lilly Endowment's remaining beneficial ownership in LLY after the sales?

The Form 4 shows remaining indirect beneficial ownership of 94,547,580 shares following the reported transactions.

Who signed the Form 4 on behalf of Lilly Endowment?

The form is signed by Peter A. Buck, Vice President for Investments and Grants Administration, on behalf of Lilly Endowment Inc.

Does the Form 4 indicate these sales were part of a Rule 10b5-1 plan?

The filing includes the standard check-box language but does not explicitly state that the transactions were made pursuant to a Rule 10b5-1 plan; no contract date or plan details are reported.