Lilly Endowment reports 9.8% Eli Lilly (LLY) stake in Schedule 13G/A

Rhea-AI Filing Summary

Lilly Endowment, Inc., an Indiana not‑for‑profit private foundation, reported its ownership of 92,190,516 shares of Eli Lilly and Company common stock as of December 31, 2025. This stake represents 9.8% of Eli Lilly’s outstanding common stock, based on 945,383,757 shares outstanding as of October 27, 2025, as referenced from Eli Lilly’s Form 10‑Q for the period ended September 30, 2025.

The endowment has sole voting power and sole dispositive power over all 92,190,516 shares and reports no shared voting or shared dispositive power. None of these shares are reported as being beneficially owned through rights to acquire additional shares; they reflect existing common shares held by the endowment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 44)

ELI LILLY AND COMPANY

(Name of Issuer)

Common Stock, Without Par Value

(Title of Class of Securities)

532457108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 532457108

1

Names of Reporting Persons

LILLY ENDOWMENT, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 92,190,516.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 92,190,516.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

92,190,516.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The percentage of class represented is based on 945,383,757 shares of common stock outstanding as of October 27, 2025 (the most recent date for which such information is publicly available), as reported in the Issuer's Form 10-Q for the period ended September 30, 2025. This information is provided as of December 31, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ELI LILLY AND COMPANY
(b)	Address of issuer's principal executive offices: LILLY CORPORATE CTR, DROP CODE 1094, INDIANAPOLIS, IN, 46285.
Item 2.
(a)	Name of person filing: This statement is filed by Lilly Endowment, Inc., a not for profit corporation organized under the laws of the State of Indiana. Lilly Endowment, Inc. is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code), and is a private foundation under Section 509(a) of the Code.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of Lilly Endowment, Inc. is 2801 North Meridian Street, Indianapolis, IN 46208.
(c)	Citizenship: Indiana
(d)	Title of class of securities: Common Stock, Without Par Value
(e)	CUSIP No.: 532457108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 92,190,516 shares as of December 31, 2025 - None of such shares are deemed to be beneficially owned by reason of the possession of Lilly Endowment, Inc. of a right to acquire such shares.
(b)	Percent of class: 9.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 92,190,516 shares
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 92,190,516 shares
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LILLY ENDOWMENT, INC.

Signature:	Diane M. Stenson
Name/Title:	Vice President and Treasurer
Date:	01/23/2026

FAQ

How many Eli Lilly (LLY) shares does Lilly Endowment, Inc. own?

As of December 31, 2025, Lilly Endowment, Inc. reports beneficial ownership of 92,190,516 shares of Eli Lilly and Company common stock.

What percentage of Eli Lilly (LLY) does Lilly Endowment, Inc. hold?

Lilly Endowment, Inc. reports holding 9.8% of Eli Lilly’s common stock, based on 945,383,757 shares outstanding as of October 27, 2025, cited from Eli Lilly’s Form 10‑Q.

Does Lilly Endowment, Inc. have voting control over its Eli Lilly (LLY) shares?

Yes. Lilly Endowment, Inc. reports sole voting power over 92,190,516 shares and no shared voting power in Eli Lilly common stock.

What dispositive power does Lilly Endowment, Inc. report over Eli Lilly (LLY) shares?

The endowment reports sole dispositive power over 92,190,516 shares of Eli Lilly common stock and no shared dispositive power.

Is Lilly Endowment, Inc.’s Eli Lilly (LLY) ownership based on rights to acquire shares?

No. The filing states that none of the 92,190,516 shares are deemed beneficially owned by reason of any right to acquire such shares; they are existing common shares.

What type of entity is Lilly Endowment, Inc., the reporting holder of Eli Lilly (LLY) shares?

Lilly Endowment, Inc. is a not‑for‑profit corporation organized under Indiana law and is described as a Section 501(c)(3) private foundation under the Internal Revenue Code.