[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Eli Lilly & Co (LLY) reported insider transactions on 11/10/2025. The reporting person executed three open-market sales: 12,864 shares at a weighted average price of $972.168 (range $972.00–$972.87); 3,887 shares at $973.626 (range $973.025–$973.95); and 118 shares at $974.089 (range $974.065–$974.14).

After these transactions, the reporting person beneficially owned 93,695,109 shares, held directly.

Insights

Insider transactions analyst

Small insider sale; very large stake remains.

The filing lists three same-day open‑market sales with weighted average prices between $972.168 and $974.089. Total shares sold across the tranches were modest relative to the disclosed post‑transaction holding.

Following the sales, the reporting person held 93,695,109 shares directly. This indicates continued substantial ownership. Actual market impact depends on broader liquidity, and no forward commitments are indicated in the excerpt.

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)
11/10/2025

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	11/10/2025		S		12,864	D	$972.168(1)	93,699,114	D
Common Stock	11/10/2025		S		3,887	D	$973.626(2)	93,695,227	D
Common Stock	11/10/2025		S		118	D	$974.089(3)	93,695,109	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 $972.00 to $972.87, 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), and (3) 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 $973.025 to $973.95, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.065 to $974.14, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	11/12/2025
	** 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 did LLY disclose in this Form 4 insider filing?

Three open‑market sales on 11/10/2025 totaling 16,869 shares at weighted average prices between $972.168 and $974.089.

How many LLY shares were sold in each transaction?

Sales were 12,864 shares, 3,887 shares, and 118 shares, respectively.

What price ranges did the LLY insider sales occur at?

Disclosed ranges were $972.00–$972.87, $973.025–$973.95, and $974.065–$974.14.

What is the insider’s LLY beneficial ownership after these sales?

Beneficial ownership after the reported transactions is 93,695,109 shares, held directly.

Were the prices listed as weighted averages?

Yes. Weighted average prices were $972.168, $973.626, and $974.089, with detailed ranges provided.