Lilly Endowment Form 4 shows major LLY share sales, large holding

Rhea-AI Filing Summary

Lilly Endowment Inc., a director and more than 10% owner of Eli Lilly and Company (LLY), reported multiple sales of Eli Lilly common stock on 11/19/2025. The transactions were open-market sales at weighted average prices between about $1,050 and $1,055 per share, executed in several blocks including 96,516 shares and 28,768 shares. After these sales, the reporting person beneficially owned 92,644,452 shares of Eli Lilly common stock, held directly. The prices disclosed are weighted averages for trades within narrow price ranges, and the reporting person notes that detailed trade information is available upon request.

Insights

Equity ownership and insider-transactions analyst

Large insider holder trimmed position but retains over 92.6M LLY shares.

Lilly Endowment Inc., identified as a director and more than 10% owner of Eli Lilly, disclosed several open-market sales of LLY common stock on 11/19/2025. Individual blocks sold included 96,516 shares and 28,768 shares at weighted average prices around $1,050–$1,055 per share, based on multiple trades within tight price ranges.

Following these transactions, the Endowment still beneficially owned 92,644,452 shares of common stock directly. That remaining stake indicates it continues to be a major shareholder despite the sales. The filing characterizes the reported prices as weighted averages and notes that detailed trade breakdowns by price level are available upon request, which is customary for large, program-style sale activity.

Insider Trade Summary

Net Seller: 167,526 shares ($176,098,702)

Net Sell 6 txns

Insider LILLY ENDOWMENT INC

Role 10% Owner

Sold 167,526 shs ($176.10M)

Type	Security	Shares	Price	Value
Sale	Common Stock	96,516	$1,050.208	$101.36M
Sale	Common Stock	28,768	$1,051.434	$30.25M
Sale	Common Stock	21,107	$1,052.537	$22.22M
Sale	Common Stock	13,820	$1,053.474	$14.56M
Sale	Common Stock	6,109	$1,054.483	$6.44M
Sale	Common Stock	1,206	$1,055.081	$1.27M

Holdings After Transaction: Common Stock — 92,715,462 shares (Direct)

Footnotes (1)

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 $1,050.999, 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), (3), (4), (5), and (6) to this Form 4. 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 $1,051.999, inclusive. 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 $1,052.999, inclusive. 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 $1,053.993, inclusive. 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 $1,054.996, inclusive. 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 $1,055.54, inclusive.

Form 4 Insider Transactions: What Each Field Means →

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)
11/19/2025

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	11/19/2025		S		96,516	D	$1,050.208(1)	92,715,462	D
Common Stock	11/19/2025		S		28,768	D	$1,051.434(2)	92,686,694	D
Common Stock	11/19/2025		S		21,107	D	$1,052.537(3)	92,665,587	D
Common Stock	11/19/2025		S		13,820	D	$1,053.474(4)	92,651,767	D
Common Stock	11/19/2025		S		6,109	D	$1,054.483(5)	92,645,658	D
Common Stock	11/19/2025		S		1,206	D	$1,055.081(6)	92,644,452	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 $1,050.999, 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), (3), (4), (5), and (6) 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 $1,051.999, 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 $1,052.999, 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 $1,053.993, 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 $1,054.996, 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 $1,055.54, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/20/2025
	** 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

Who reported the insider transactions in Eli Lilly (LLY) and what is their role?

The transactions were reported for Lilly Endowment Inc., which is indicated as both a director and a more than 10% owner of Eli Lilly and Company (LLY).

What type of Eli Lilly (LLY) transactions were reported in this Form 4?

The filing reports open-market sales of Eli Lilly common stock on 11/19/2025, coded as transaction type S (sale) in Table I.

At what prices were the Eli Lilly (LLY) shares sold in the reported transactions?

The reported sales used weighted average prices, including $1,050.208, $1,051.434, $1,052.537, $1,053.474, $1,054.483, and $1,055.081 per share, each derived from multiple trades within narrow price ranges.

How many Eli Lilly (LLY) shares did Lilly Endowment Inc. own after the reported sales?

After the reported transactions on 11/19/2025, Lilly Endowment Inc. beneficially owned 92,644,452 shares of Eli Lilly common stock, held directly.

Were there any derivative securities reported for Eli Lilly (LLY) in this Form 4?

No derivative securities are listed with transactions in Table II; the reported activity relates to non-derivative common stock in Table I.

How were the weighted average sale prices for Eli Lilly (LLY) shares determined?

Each footnote explains that the price in Column 4 is a weighted average for shares sold in multiple transactions, with specified price ranges such as $1,050.00 to $1,050.999. The reporting person offers to provide full trade-by-trade price details upon request.

Does this Form 4 indicate that the Eli Lilly (LLY) sales were part of multiple transactions?

Yes. The explanatory notes state that the reported prices reflect multiple transactions within defined price ranges on 11/19/2025, confirming that the sales were executed through several trades rather than a single block.