ELI LILLY & Co (NYSE: LLY) insider sale leaves 92.2M shares owned

Rhea-AI Filing Summary

ELI LILLY & Co reported an insider transaction involving its stock. On 12/24/2025, the reporting person sold 2,629 shares of Eli Lilly common stock, listed with transaction code "S". The weighted average sale price was $1,085.173 per share, with individual trades executed between $1,085.00 and $1,085.53.

After this sale, the reporting person beneficially owned 92,194,109 shares of Eli Lilly common stock, held in direct ownership. The footnote explains that detailed trade information within the price range is available upon request from Eli Lilly & Company, its security holders, or the SEC staff.

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)
12/24/2025

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	12/24/2025		S		2,629	D	$1,085.173(1)	92,194,109	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 $1,085.00 to $1,085.53, 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 range set forth in footnote (1) to this Form 4.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	12/29/2025
	** 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 in ELI LILLY & Co (LLY) is disclosed here?

The filing discloses that the reporting person sold 2,629 shares of Eli Lilly common stock on 12/24/2025, reported with transaction code "S".

At what price were the ELI LILLY & Co (LLY) shares sold in this Form 4?

The shares were sold at a weighted average price of $1,085.173 per share, in multiple trades between $1,085.00 and $1,085.53.

How many ELI LILLY & Co (LLY) shares does the reporting person own after this sale?

Following the reported transaction, the reporting person beneficially owned 92,194,109 shares of Eli Lilly common stock in direct ownership.

What does the footnote in this ELI LILLY & Co (LLY) Form 4 explain?

The footnote explains that the reported price is a weighted average, and that detailed information on the number of shares sold at each price between $1,085.00 and $1,085.53 will be provided upon request.

Who signed this insider transaction report for ELI LILLY & Co (LLY)?

The report was signed by /s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc. on 12/29/2025.

Is the ownership in this ELI LILLY & Co (LLY) Form 4 direct or indirect?

The table shows that after the transaction, the 92,194,109 shares of Eli Lilly common stock were held with Direct (D) ownership.