Issuer affiliate notified proposed sales of common stock under Form 144. The filing lists multiple open-market dispositions by Lilly Endowment Inc. with specific trades reported on 05/06/2026, 05/11/2026, 05/12/2026, and 05/13/2026. The excerpt also shows a J.K. Lilly Sr. Trust holding figure of 38,400,000 shares in the securities section.
ELI LILLY & Co director Gabrielle Sulzberger received a stock award equivalent to 5.018 shares of common stock, valued at $988.09 per share. The award was not a market purchase but a grant reported as an acquisition.
According to the disclosure, Sulzberger elected to defer this compensation into stock units under the Lilly Directors' Deferral Plan, instead of taking cash. These stock units will be settled in shares of common stock after her separation from service. Following this grant, her directly held and reported common stock interest totals 2,986.617 shares.
LUCIANO JUAN R reported acquisition or exercise transactions in this Form 4 filing.
ELI LILLY & Co director Juan R. Luciano received an equity award of 16.109 shares of common stock on May 18, 2026, valued at $988.09 per share. According to the filing, he elected to defer this grant into stock units under the Lilly Directors' Deferral Plan, to be settled in shares after his separation from service. Following this award, he directly holds 16,850.832 shares of Lilly common stock.
ELI LILLY & Co director J Erik Fyrwald reported a compensation-related stock award, not an open-market trade. He acquired 10.036 shares of common stock on May 18, 2026 at a reference price of $988.09 per share through a grant.
Under the Lilly Directors' Deferral Plan, he elected to defer this award as stock units, to be settled in common shares after his separation from service. Following this grant, his direct holdings increased to 75,279.592 shares of Lilly common stock.
ELI LILLY & Co director Ralph Alvarez reported an acquisition of 12.566 shares of common stock at $988.0900 per share as a grant or award. At his election, this amount was deferred as stock units under the Lilly Directors' Deferral Plan and will be settled in shares after his separation from service. Following the transaction, he directly holds 55,627.279 shares of common stock and indirectly holds 758 shares by trust, while disclaiming beneficial ownership except to the extent of his pecuniary interest.
Eli Lilly and Company is offering $9,000,000,000 of unsecured notes in multiple series due 2028 through 2066, including floating-rate notes tied to Compounded SOFR and several fixed-rate notes with coupons from 4.150% to 5.700%. The offering proceeds are expected to be used for general corporate purposes, including repayment of commercial paper and potentially to fund upfront cash consideration and fees for the pending acquisitions of Centessa Pharmaceuticals plc and Kelonia Therapeutics, Inc. The Centessa-related series (the Centessa Mandatorily Redeemable Notes) include a special mandatory redemption provision that requires redemption at 101% of principal plus accrued interest if the Centessa Acquisition is not consummated by specified outside dates or if Lilly elects not to pursue the acquisition.
Eli Lilly and Company reported results of its 2026 annual shareholders meeting. Shareholders voted 847,254,010 common shares, about 90% of the 944,818,881 shares outstanding and entitled to vote as of February 25, 2026.
Four director nominees were elected to three-year terms, shareholders approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent auditor for 2026. Proposals to amend the Articles of Incorporation to eliminate the classified board structure and supermajority voting provisions received majority support but did not meet the required 80% of outstanding shares. Shareholder proposals for an independent board chair and for an annual lobbying report were not approved.
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 91,881,150 shares of Eli Lilly common stock.
Eli Lilly and Company is offering multiple series of unsecured, unsubordinated debt securities (floating rate and fixed rate notes) pursuant to a preliminary prospectus supplement. The company intends to use net proceeds for general corporate purposes, including repayment of commercial paper and potentially to fund all or a portion of the upfront cash consideration for its pending Centessa and Kelonia acquisitions. Certain series (the “Centessa Mandatorily Redeemable Notes”) are subject to a special mandatory redemption if the Centessa Acquisition is not consummated by five business days after the later of March 31, 2027 (or any agreed Outside Date); those notes would be redeemable at 101% of principal plus accrued interest. The floating rate notes reference Compounded SOFR (with related Benchmark Transition provisions). Notes will be issued in minimum denominations of $2,000 and delivered in book-entry form through DTC, Clearstream and Euroclear.