Form 4: Lilly Endowment Disposes of 23,665 Eli Lilly Shares

Rhea-AI Filing Summary

Lilly Endowment Inc. reported sales of Eli Lilly & Co. (LLY) common stock on 09/19/2025. The filing shows two dispositions: 22,965 shares sold at a weighted average price of $763.053, and 700 shares sold at a weighted average price of $764.473. Following these transactions the reporting person beneficially owned 95,606,687 shares (direct ownership reported). The form was signed by Diane M. Stenson, Vice President & Treasurer, on 09/22/2025.

Insights

Securities Analyst

TL;DR: Minor dispositions by a large long-term holder; transactions are routine and do not appear material to LLY valuation.

The report shows routine sales by Lilly Endowment Inc., a significant long-term holder. Total shares sold (23,665) represent a very small fraction of the roughly 95.6 million shares reported post-transaction. Prices are high-dollar per-share trades executed at weighted average prices within narrow ranges, consistent with block or programmatic sell orders rather than distress selling. No derivative activity or additional disclosures are present.

Corporate Governance Expert

TL;DR: Insider sale disclosed properly; disclosure is compliant and provides weighted-average price detail for transparency.

The Form 4 includes explanatory footnotes clarifying that reported prices are weighted averages over multiple transactions and offers to provide breakdowns on request, which enhances transparency. The filing is signed by an authorized officer, satisfying execution requirements. There is no indication of related-party transfers, option exercises, or changes in control from the information provided.

Insider Trade Summary

Net Seller: 23,665 shares ($18,058,643)

Net Sell 2 txns

Insider LILLY ENDOWMENT INC

Role 10% Owner

Sold 23,665 shs ($18.06M)

Type	Security	Shares	Price	Value
Sale	Common Stock	22,965	$763.053	$17.52M
Sale	Common Stock	700	$764.473	$535K

Holdings After Transaction: Common Stock — 95,607,387 shares (Direct)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $763.00 to $763.99, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $764.45 to $764.49, inclusive.

Form 4 Insider Transactions: What Each Field Means →

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)
09/19/2025

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	09/19/2025		S		22,965	D	$763.053(1)	95,607,387	D
Common Stock	09/19/2025		S		700	D	$764.473(2)	95,606,687	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 $763.00 to $763.99, 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 $764.45 to $764.49, inclusive.

	/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.	09/22/2025
	** 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 transactions were reported on the Form 4 for LLY?

The filing reports two sales on 09/19/2025: 22,965 shares at a weighted average price of $763.053 and 700 shares at $764.473.

Who reported the insider transaction for LLY?

The reporting person is Lilly Endowment Inc., with the Form 4 signed by Diane M. Stenson, Vice President & Treasurer on 09/22/2025.

How many LLY shares did Lilly Endowment own after the reported sales?

Following the transactions the filing shows beneficial ownership of 95,606,687 shares (direct ownership).

Are the reported prices exact for each trade?

No; the filing states the reported prices are weighted averages across multiple transactions and provides ranges for the individual trade prices in footnotes.

Did the Form 4 report any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions in this filing.