Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * LILLY ENDOWMENT INC 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) (Last) (First) (Middle) 2801 NORTH MERIDIAN STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2025 (Street) INDIANAPOLIS, IN 46208-0068 4. If Amendment, Date 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 (City) (State) (Zip) 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 10/01/2025 S 800 D $765.75 95,492,193 D Common Stock 10/01/2025 S 700 D $766.93 95,491,493 D Common Stock 10/01/2025 S 500 D $773.426(1) 95,490,993 D Common Stock 10/01/2025 S 400 D $774.978(2) 95,490,593 D Common Stock 10/01/2025 S 201 D $780.276(3) 95,490,392 D Common Stock 10/01/2025 S 250 D $781.65(4) 95,490,142 D Common Stock 10/01/2025 S 1,136 D $783.073(5) 95,489,006 D Common Stock 10/01/2025 S 2,192 D $784.134(6) 95,486,814 D Common Stock 10/01/2025 S 13,845 D $785.14(7) 95,472,969 D Common Stock 10/01/2025 S 9,602 D $785.888(8) 95,463,367 D Common Stock 10/01/2025 S 8,259 D $786.737(9) 95,455,108 D Common Stock 10/01/2025 S 3,753 D $788.281(10) 95,451,355 D Common Stock 10/01/2025 S 424 D $788.968(11) 95,450,931 D Common Stock 10/01/2025 S 23 D $789.569 95,450,908 D Common Stock 10/01/2025 S 4,167 D $791.074(12) 95,446,741 D Common Stock 10/01/2025 S 9,191 D $792.073(13) 95,437,550 D Common Stock 10/01/2025 S 15,934 D $793.147(14) 95,421,616 D Common Stock 10/01/2025 S 5,571 D $794.168(15) 95,416,045 D Common Stock 10/01/2025 S 3,248 D $795.103(16) 95,412,797 D Common Stock 10/01/2025 S 2,009 D $796.587(17) 95,410,788 D Common Stock 10/01/2025 S 5,494 D $797.547(18) 95,405,294 D Common Stock 10/01/2025 S 4,541 D $798.649(19) 95,400,753 D Common Stock 10/01/2025 S 2,499 D $799.463(20) 95,398,254 D Common Stock 10/01/2025 S 5,883 D $800.878(21) 95,392,371 D Common Stock 10/01/2025 S 11,401 D $801.777(22) 95,380,970 D Common Stock 10/01/2025 S 9,361 D $802.64(23) 95,371,609 D Common Stock 10/01/2025 S 639 D $804.36(24) 95,370,970 D Common Stock 10/01/2025 S 2,394 D $805.433(25) 95,368,576 D Common Stock 10/01/2025 S 4,762 D $806.233(26) 95,363,814 D Common Stock 10/01/2025 S 6,014 D $807.406(27) 95,357,800 D

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LILLY ENDOWMENT INC 2801 NORTH MERIDIAN STREET INDIANAPOLIS, IN 46208-0068		X

Signatures

/s/ Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc.		10/02/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $773.03 to $773.59, 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), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18), (19), (20), (21), (22), (23), (24), (25), (26), and (27) 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 $774.93 to $775.08, inclusive.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $779.683 to $780.6792, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $781.2358 to $782.0426, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $782.4486 to $783.4364, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $783.4551 to $784.4541, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $784.4883 to $785.4833, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $785.4949 to $786.4831, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $786.4962 to $787.4953, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $787.4967 to $788.4462, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $788.5097 to $789.4233, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $790.675 to $791.6708, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $791.6835 to $792.66, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $792.69 to $793.687, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $793.7117 to $794.705, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $794.7385 to $795.435, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $795.99 to $796.92, inclusive.
(18)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $797.08 to $798.075, inclusive.
(19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $798.26 to $799.11, inclusive.
(20)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $799.295 to $800.285, inclusive.
(21)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $800.34 to $801.28, inclusive.
(22)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $801.34 to $802.335, inclusive.
(23)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $802.36 to $803.10, inclusive.
(24)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $803.49 to $804.48, inclusive.
(25)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $804.535 to $805.53, inclusive.
(26)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $805.72 to $806.665, inclusive.
(27)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $806.785 to $807.75, inclusive.
Remarks: This is the first of two Forms 4 filed by the Reporting Person on same date, October 2, 2025, representing transactions #1 through #30 of 55 total transactions.

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