Do the Form 4 footnotes reveal anything important about the LLY share sales?

The footnotes state that reported prices are weighted averages across multiple trades within specified price ranges. They also confirm Lilly Endowment will provide detailed breakdowns of share counts at each individual execution price to Eli Lilly, shareholders, or SEC staff upon request.

Lilly Endowment trims Eli Lilly (LLY) stake with 15,828-share open sale

Q: What insider activity did Lilly Endowment report for LLY in this Form 4?

Lilly Endowment Inc reported selling a total of 15,828 Eli Lilly common shares in open-market transactions. These trades were coded as sales and disclosed as non-derivative transactions involving the company’s common stock on the reported transaction date.

Q: At what prices did Lilly Endowment sell Eli Lilly (LLY) shares?

The shares were sold at weighted average prices of $995.225 and $996.183 per share. Footnotes explain the actual trades occurred in multiple lots between $995.00 and $996.46 , with full breakdowns available on request from the reporting person.

Q: What type of transactions did Lilly Endowment execute in Eli Lilly (LLY) stock?

All reported transactions were open-market sales of Eli Lilly common stock, coded as “S” on the Form 4. They are classified as non-derivative transactions, meaning they involved direct common share sales rather than options, warrants, or other derivative securities.

Q: Who is the reporting person in this Eli Lilly (LLY) Form 4 filing?

The reporting person is Lilly Endowment Inc , described as a former 10% shareholder of Eli Lilly & Co. The filing indicates the endowment holds its position directly, with ownership type labeled as direct in the reported transactions.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Lilly Endowment Inc, a former 10% shareholder of ELI LILLY & Co, sold a total of 15,828 shares of common stock in open-market transactions. The sales occurred at weighted average prices of about $995.23 and $996.18 per share, with execution prices ranging from $995.00 to $996.46. After these transactions, Lilly Endowment continues to hold about 91,883,358 shares of Eli Lilly common stock.

Insider Trade Summary

Net Seller: 15,828 shares ($15,754,537)

Net Sell 2 txns

Insider LILLY ENDOWMENT INC

Role null

Sold 15,828 shs ($15.75M)

Type	Security	Shares	Price	Value
Sale	Common Stock	13,620	$995.225	$13.55M
Sale	Common Stock	2,208	$996.183	$2.20M

Holdings After Transaction: Common Stock — 91,883,358 shares (Direct, null)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $995.00 to $995.9963, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $996.00 to $996.46, inclusive.

Key Figures

Shares sold: 15,828 shares Weighted average price 1: $996.183 per share Weighted average price 2: $995.225 per share +3 more

6 metrics

Shares sold 15,828 shares Total common shares sold in two open-market transactions

Weighted average price 1 $996.183 per share First sale of 2,208 shares of common stock

Weighted average price 2 $995.225 per share Second sale of 13,620 shares of common stock

Remaining holdings 91,883,358 shares Common shares held directly after reported transactions

Price range sale 1 $995.00–$995.9963 Execution range for trades tied to first weighted average

Price range sale 2 $996.00–$996.46 Execution range for trades tied to second weighted average

Key Terms

weighted average price, open-market sale, non-derivative, Form 4, +1 more

5 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

""transaction_type": "non-derivative""

Form 4 regulatory

"set forth in footnote (1) and (2) to this Form 4."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

ten percent owner regulatory

""other": "Former 10% Shareholder""

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 04:00 PM

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

INDIANA

46208-0068

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ELI LILLY & Co [ LLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Shareholder

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		S		13,620	D	$995.225⁽¹⁾	91,883,358	D
Common Stock	05/06/2026		S		2,208	D	$996.183⁽²⁾	91,881,150	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $995.00 to $995.9963, 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 $996.00 to $996.46, inclusive.

	/s/ Diane M. Stenson, Vice President and Treasurer, on behalf of Lilly Endowment Inc.	05/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Lilly Endowment report for LLY in this Form 4?

Lilly Endowment Inc reported selling a total of 15,828 Eli Lilly common shares in open-market transactions. These trades were coded as sales and disclosed as non-derivative transactions involving the company’s common stock on the reported transaction date.

At what prices did Lilly Endowment sell Eli Lilly (LLY) shares?

The shares were sold at weighted average prices of $995.225 and $996.183 per share. Footnotes explain the actual trades occurred in multiple lots between $995.00 and $996.46, with full breakdowns available on request from the reporting person.

How many Eli Lilly (LLY) shares does Lilly Endowment hold after the sale?

After the reported transactions, Lilly Endowment directly holds 91,883,358 Eli Lilly common shares. This post-transaction balance shows that the disclosed sales involved only a small fraction of the endowment’s overall ownership position in the company.

What type of transactions did Lilly Endowment execute in Eli Lilly (LLY) stock?

All reported transactions were open-market sales of Eli Lilly common stock, coded as “S” on the Form 4. They are classified as non-derivative transactions, meaning they involved direct common share sales rather than options, warrants, or other derivative securities.

Who is the reporting person in this Eli Lilly (LLY) Form 4 filing?

The reporting person is Lilly Endowment Inc, described as a former 10% shareholder of Eli Lilly & Co. The filing indicates the endowment holds its position directly, with ownership type labeled as direct in the reported transactions.