Lilly Endowment Inc. reports November 2025 insider sale in LLY

Rhea-AI Filing Summary

Lilly Endowment Inc., a director of Eli Lilly & Co. (LLY), reported open-market sales of a total of 37,148 shares of common stock on 11/20/2025. The sales were executed in multiple tranches at weighted average prices ranging from $1,050.364 to $1,055.391 per share, with underlying trade prices spanning from $1,050.00 to $1,055.59, as detailed in the footnotes. After these transactions, Lilly Endowment Inc. beneficially owns 92,607,304 shares of Eli Lilly common stock, held directly.

Insider Trade Summary

Net Seller: 37,148 shares ($39,067,117)

Net Sell 6 txns

Insider LILLY ENDOWMENT INC

Role 10% Owner

Sold 37,148 shs ($39.07M)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,845	$1,050.364	$17.69M
Sale	Common Stock	6,701	$1,051.373	$7.05M
Sale	Common Stock	6,047	$1,052.545	$6.36M
Sale	Common Stock	3,702	$1,053.522	$3.90M
Sale	Common Stock	3,188	$1,054.508	$3.36M
Sale	Common Stock	665	$1,055.391	$702K

Holdings After Transaction: Common Stock — 92,627,607 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 $1,050.99, 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 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 $1,051.993, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,052.00 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 $1,053.98, 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 $1,054.998, 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 $1,055.59, 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)
11/20/2025

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	11/20/2025		S		16,845	D	$1,050.364(1)	92,627,607	D
Common Stock	11/20/2025		S		6,701	D	$1,051.373(2)	92,620,906	D
Common Stock	11/20/2025		S		6,047	D	$1,052.545(3)	92,614,859	D
Common Stock	11/20/2025		S		3,702	D	$1,053.522(4)	92,611,157	D
Common Stock	11/20/2025		S		3,188	D	$1,054.508(5)	92,607,969	D
Common Stock	11/20/2025		S		665	D	$1,055.391(6)	92,607,304	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 $1,050.99, 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 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 $1,051.993, 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 $1,053.98, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,054.00 to $1,054.998, 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 $1,055.59, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/21/2025
	** 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 insider transaction did Lilly Endowment Inc. report for Eli Lilly (LLY)?

Lilly Endowment Inc., a director of Eli Lilly & Co., reported open-market sales of a total of 37,148 shares of Eli Lilly common stock on 11/20/2025.

On what date did the reported Eli Lilly (LLY) share sales occur?

All reported transactions occurred on 11/20/2025, as shown in Table I of the filing.

At what prices did Lilly Endowment Inc. sell Eli Lilly (LLY) shares?

The filing reports weighted average prices for each tranche, from $1,050.364 to $1,055.391 per share, with actual trade prices ranging from $1,050.00 to $1,055.59.

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

Following the reported transactions, Lilly Endowment Inc. beneficially owns 92,607,304 shares of Eli Lilly common stock, held directly.

What is the relationship of Lilly Endowment Inc. to Eli Lilly (LLY)?

The filing identifies Lilly Endowment Inc. as a director of Eli Lilly & Co.

Were the Eli Lilly (LLY) insider sales reported as direct or indirect ownership changes?

The ownership form after each reported transaction is listed as Direct (D) in the filing.

Who signed the Form 4 reporting the Eli Lilly (LLY) transactions?

The form was signed by /s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc. on 11/21/2025.