Form 4: Lilly Endowment Sells LLY Shares Under 10b5-1 Plan

Lilly Endowment Inc., a 10% owner of Eli Lilly & Co., reported the sale of 3,593 shares of common stock for approximately $1,085.035 per share under a pre-planned Rule 10b5-1 arrangement.

Summary

• Lilly Endowment Inc., identified as a 10% owner of Eli Lilly & Co. (LLY), disclosed the sale of 3,593 shares of LLY common stock.
• The transaction took place on December 29, 2025, at a weighted average price of $1,085.035 per share.
• The shares were sold in multiple transactions within a price range of $1,085.00 to $1,085.245.
• This sale was conducted pursuant to a Rule 10b5-1(c) plan, indicating it was a pre-scheduled transaction.
• Following this disposition, Lilly Endowment Inc. beneficially owns 92,190,516 shares of Eli Lilly & Co. common stock.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned insider sale by a 10% owner, which is generally considered neutral in terms of company sentiment. The transaction was executed under a Rule 10b5-1 plan, indicating it was scheduled in advance and not necessarily a reaction to recent events.

Management Comments

• 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.

Industry Context

This filing reports a routine insider transaction and does not provide specific details on broader industry trends or competitive landscape. The transaction's nature as a pre-planned sale under Rule 10b5-1 suggests it is not a reaction to recent industry-specific news.

Related Party Transactions

• Lilly Endowment Inc., a 10% owner of Eli Lilly & Co., executed a sale of 3,593 shares of common stock. Transactions involving a 10% owner are considered related party dealings.

Stakeholder Impact

• Shareholders: The sale by a significant institutional shareholder (10% owner), even if pre-planned and of a relatively small volume, could be observed by other investors. However, the Rule 10b5-1 plan mitigates any immediate negative interpretation regarding insider conviction.

Next Steps

• Lilly Endowment Inc. undertakes to provide detailed information on the number of shares sold at each separate price within the reported range upon request from Eli Lilly & Company, its security holders, or the SEC staff.

Key Dates

Recommendation

The filing details a pre-scheduled sale of a relatively small number of shares by a 10% owner under a Rule 10b5-1 plan. This type of transaction is generally considered routine and does not typically signal a change in the company's fundamental outlook or warrant a shift in investment strategy. Therefore, a 'hold' recommendation is appropriate as the filing does not introduce new information that would alter the investment thesis.

Keywords

Eli Lilly, LLY, Lilly Endowment, Insider Sale, Form 4, Beneficial Ownership, Stock Transaction, Rule 10b5-1, Pharmaceuticals