[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc., a director and more than 10% owner of Eli Lilly & Co (LLY), reported multiple sales of Eli Lilly common stock on 11/24/2025. The largest block shown was 120,016 shares sold at a weighted average price of $1,068.175 per share, with additional smaller sales the same day at weighted average prices between about $1,069.477 and $1,073.597 per share.

After these transactions, Lilly Endowment directly beneficially owned 92,359,671 shares of Eli Lilly common stock. The prices reported are weighted averages for multiple trades within narrow price ranges, and the reporting person has indicated a willingness to provide detailed trade breakdowns upon request.

Insights

Equity Ownership and Governance Analyst

Large insider sale by a 10% owner reduces stake but leaves an extremely large continuing position.

The filing shows that **Lilly Endowment Inc.**, a reporting person related to **Eli Lilly & Co.**, sold an aggregate of 142,307 shares of common stock on 11/24/2025. The sales occurred in multiple tranches, with weighted average prices between about $1,068 and $1,074 per share, and are coded as open-market sales (Code "S"). After these transactions, the reporting person still beneficially owns 92,359,671 shares, held directly.

This means there is a measurable reduction in a very large ownership position by a party identified as a director and checked as a 10% owner. The disclosure uses weighted average prices and notes that detailed trade-by-trade information is available upon request, which aligns with common practice for large, sliced transactions. No derivative securities are reported in Table II, so the activity here concerns only the common stock stake.

Points to watch are the size and frequency of any future sales by this holder, along with changes in the reported beneficial ownership level in subsequent Forms 4 or other ownership reports. The immediate informational impact is concentrated around the single trading day of 11/24/2025, but follow-on filings over future months will clarify whether this is a one-off reduction or part of a continuing pattern.

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)
11/24/2025

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	11/24/2025		S		120,016	D	$1,068.175(1)	92,381,962	D
Common Stock	11/24/2025		S		14,105	D	$1,069.477(2)	92,367,857	D
Common Stock	11/24/2025		S		2,778	D	$1,070.351(3)	92,365,079	D
Common Stock	11/24/2025		S		1,710	D	$1,071.369(4)	92,363,369	D
Common Stock	11/24/2025		S		744	D	$1,072.776(5)	92,362,625	D
Common Stock	11/24/2025		S		2,954	D	$1,073.597(6)	92,359,671	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 $1,068.00 to $1,068.99, 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 $1,069.00 to $1,069.98, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,070.00 to $1,070.99, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,071.05 to $1,072.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,072.08 to $1,073.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,073.44 to $1,074.02, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/25/2025
	** 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.