| 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
|
Rule 13d-1(d)