[Form 4] ELI LILLY & Co Insider Trading Activity

Rhea-AI Filing Summary

Lilly Endowment Inc. reported the sale of 112,596 shares of Eli Lilly & Co. (LLY) common stock on 10/02/2025. The Form 4 lists multiple sale (S) transactions with weighted-average prices reported per line ranging from about $821.09 to $833.92 and transaction price ranges across the trades between $821.00 and $834.23. After the reported sales, the filing shows the reporting person beneficially owned 95,029,382 shares, held directly. The form is signed by Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc., dated 10/03/2025. The filing provides weighted-average prices and footnotes saying the filer will supply per-price breakdowns on request.

Positive

• Full disclosure of multiple sale transactions with weighted-average prices and offer to provide detailed per-price breakdowns upon request
• Form 4 filed and signed promptly (signature dated 10/03/2025), meeting reporting requirements

Negative

• Insider sold a total of 112,596 shares on 10/02/2025, which is a sizeable absolute disposition
• Prices ranged broadly between $821.00 and $834.23, indicating the sales occurred across multiple executions

Insights

Governance & Insider Transactions

Insider sale of 112,596 LLY shares disclosed; filer remains a very large direct holder.

The Form 4 shows multiple sale transactions on 10/02/2025 totaling 112,596 shares, executed at weighted-average prices reported per line between $821.09 and $833.92. The filing confirms the shares are held directly and that the reporting person beneficially owned 95,029,382 shares after the sales.

This disclosure fulfills Section 16 reporting obligations and provides price ranges and weighted averages; the filer also offers to provide transaction-level price breakdowns on request, which improves traceability of the sales. No options or derivative transactions are reported.

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

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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).

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)
10/02/2025

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	10/02/2025		S		101,112	D	$821.088(1)	95,040,866	D
Common Stock	10/02/2025		S		5,214	D	$822.346(2)	95,035,652	D
Common Stock	10/02/2025		S		1,540	D	$823.601(3)	95,034,112	D
Common Stock	10/02/2025		S		205	D	$824.099(4)	95,033,907	D
Common Stock	10/02/2025		S		1,715	D	$826.296(5)	95,032,192	D
Common Stock	10/02/2025		S		358	D	$828.346(6)	95,031,834	D
Common Stock	10/02/2025		S		300	D	$830.2	95,031,534	D
Common Stock	10/02/2025		S		887	D	$833.029(7)	95,030,647	D
Common Stock	10/02/2025		S		1,265	D	$833.922(8)	95,029,382	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 $821.00 to $821.99, 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), (6), (7), and (8) 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 $822.00 to $822.84, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $823.00 to $823.91, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $824.0269 to $824.15, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $825.75 to $826.65, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $828.29 to $828.39, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $832.4959 to $833.4259, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $833.6277 to $834.23, inclusive.

	/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.	10/03/2025
	** 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.
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FAQ

What did Lilly Endowment Inc. report on Form 4 for LLY?

The filing reports the sale of 112,596 Eli Lilly common shares on 10/02/2025 and shows 95,029,382 shares owned after the transactions.

How many LLY shares did Lilly Endowment sell and at what prices?

They sold a total of 112,596 shares across multiple trades with weighted-average prices per line from about $821.09 to $833.92, and trade price ranges from $821.00 to $834.23.

Who signed the Form 4 for the reported LLY transactions?

The form was signed by Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc., dated 10/03/2025.

Does the Form 4 show any derivative transactions for LLY?

No. Table II (derivative securities) contains no reported transactions; only common stock sales are disclosed.

How is the ownership held after the sales according to the Form 4?

The filing indicates the shares are held directly (D) and the beneficial ownership after the sales is 95,029,382 shares.