LLY Eli Lilly and Co

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)

Eli Lilly and Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

532457108

(CUSIP Number)

December 31, 2023

(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)

Page 6 of 9 Pages

ITEM 1(a) - NAME OF ISSUER:

Eli Lilly and Company

ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Lilly Corporate Center

Indianapolis, Indiana 46285

ITEM 2(a) - NAME OF PERSON FILING:

The PNC Financial Services Group, Inc.; PNC Bank, National Association;

PNC Delaware Trust Company; PNC Ohio Trust Company; and PNC Investments LLC

ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The PNC Financial Services Group, Inc.—300 Fifth Avenue, Pittsburgh, PA 15222-2401

PNC Bank, National Association—300 Fifth Avenue, Pittsburgh, PA 15222-2401

PNC Delaware Trust Company—222 Delaware Avenue, Wilmington, DE 19801

PNC Ohio Trust Company—1900 East 9^th, Cleveland, OH 44114

PNC Investments LLC—300 Fifth Avenue, Pittsburgh, PA 15222-2401

ITEM 2(c) - CITIZENSHIP:

The PNC Financial Services Group, Inc.—Pennsylvania

PNC Bank, National Association—United States

PNC Delaware Trust Company—Delaware

PNC Ohio Trust Company—Ohio

PNC Investments LLC—Delaware

ITEM 2(d) - TITLE OF CLASS OF SECURITIES:

Common

ITEM 2(e) - CUSIP NUMBER:

532457108

ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK

WHETHER THE PERSON FILING IS A:

Page 7 of 9 Pages

ITEM 4 - OWNERSHIP:

The following information is as of December 31, 2023:

Of the total shares of common stock reported herein, 50,000,000 shares (5.27% of the class) are held in the Eli Lilly and Company Compensation Trust account for which PNC Bank, National Association (PNC Bank”) serves as directed trustee. PNC Bank serves as directed trustee and is deemed to share both voting power and investment discretion with respect to those 50,000,000 shares.

Of the total shares of common stock reported herein, 1,496,711 shares are held in accounts at PNC Bank in a fiduciary capacity for clients outside of the above-referenced trust.

Of the total shares of common stock reported herein, 26,430 shares are held in accounts at PNC Delaware Trust Company in a fiduciary capacity for clients outside of the above-referenced trust.

Of the total shares of common stock reported herein, 923 shares are held in accounts at PNC Ohio Trust Company in a fiduciary capacity for clients outside of the above-referenced trust.

Of the total shares of common stock reported herein, 16,041 shares are held in accounts at PNC Investments LLC in a fiduciary capacity for clients outside of the above-referenced trust.

The inclusion of the reporting persons and such securities in this report shall not be deemed an

admission of beneficial ownership by the reporting persons for the purposes of Section 13(d) or 13(g) of the

Act, or for any other purposes.

ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

PNC Bank, as directed trustee, shares the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock held by the Eli Lilly and Company Compensation Trust account noted in Item 4 above. The beneficiaries of the trust have the right to receive dividends from the common stock in their respective accounts.

ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED

THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Included are the following subsidiaries of The PNC Financial Services Group, Inc.—HC:

PNC Bank, National Association -BK

PNC Delaware Trust Company -BK

PNC Ohio Trust Company -BK

PNC Investments LLC -BD

Page 8 of 9 Pages

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

ITEM 10 - CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

AN AGREEMENT TO FILE A JOINT STATEMENT

IS INCLUDED HEREWITH AS EXHIBIT A

Page 9 of 9 Pages

EXHIBIT A

AGREEMENT

February 9, 2024

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) with respect to the shares of common stock issued by Eli Lilly and Company.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(b) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to this Schedule 13G.