Lilly Endowment reports Eli Lilly (LLY) insider stock sales

Rhea-AI Filing Summary

Lilly Endowment Inc., a 10% owner of Eli Lilly and Company (LLY), reported open-market sales of common stock. On November 17, 2025, it sold 7,789 shares at a weighted average price of $1,030.448 per share and 2,097 shares at a weighted average price of $1,031.526 per share, in multiple transactions within narrow price ranges. Following these sales, Lilly Endowment Inc. beneficially owned 92,872,191 shares of Eli Lilly common stock, held directly.

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

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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)
11/17/2025

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	11/17/2025		S		7,789	D	$1,030.448(1)	92,874,288	D
Common Stock	11/17/2025		S		2,097	D	$1,031.526(2)	92,872,191	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 $1,030.00 to $1,030.99, 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) and (2) 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 $1,031.00 to $1,031.75, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Lilly Endowment Inc. report for Eli Lilly (LLY)?

Lilly Endowment Inc., a 10% owner of Eli Lilly (LLY), reported selling Eli Lilly common stock in two sets of open-market transactions on November 17, 2025, as disclosed on a Form 4.

How many Eli Lilly (LLY) shares were sold and at what prices?

Lilly Endowment Inc. sold 7,789 shares of Eli Lilly common stock at a weighted average price of $1,030.448 per share and 2,097 shares at a weighted average price of $1,031.526 per share, each in multiple trades within narrow price ranges.

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

After the reported transactions on November 17, 2025, Lilly Endowment Inc. beneficially owned 92,872,191 shares of Eli Lilly common stock, held directly.

Were the Eli Lilly (LLY) share sales executed as multiple trades?

Yes. For the 7,789-share sale, trades occurred at prices from $1,030.00 to $1,030.99, and for the 2,097-share sale, trades occurred from $1,031.00 to $1,031.75, resulting in the reported weighted average prices.

What does the weighted average price mean in this Eli Lilly (LLY) Form 4?

The weighted average price is a single figure reflecting multiple trades at slightly different prices. Lilly Endowment Inc. notes it will provide full trade-by-trade pricing details upon request to Eli Lilly, its security holders, or the SEC staff.

What is the purpose of SEC Form 4 for Eli Lilly (LLY) insiders?

Form 4 reports changes in beneficial ownership of a company’s equity securities by insiders such as directors, officers, and 10% owners. This filing shows Lilly Endowment Inc.’s recent sales of Eli Lilly (LLY) common stock.