[8-K] Elanco Animal Health Incorporated Reports Material Event

Rhea-AI Filing Summary

Elanco Animal Health (NYSE:ELAN) filed an 8-K reporting a First Amendment to its Receivables Loan Agreement with Rabobank. The amendment extends the accounts-receivable securitization facility’s maturity from Aug 3 2026 to Jun 26 2028, keeps Elanco as performance guarantor, Elanco SPEAR LLC as borrower, and Elanco US as servicer.

The filing is deemed a material definitive agreement (Item 1.01) and a direct financial obligation/off-balance-sheet arrangement (Item 2.03). Financial amounts were not disclosed, but the longer tenor is expected to improve liquidity and refinancing flexibility. Investors should review Exhibit 10.1 for precise covenant changes.

Positive

• Extended maturity of receivables securitization facility to June 26 2028, lengthening liquidity runway by nearly two years

Negative

• Reliance on off-balance-sheet receivables securitization continues, potentially increasing structural subordination and counter-party exposure

Insights

Credit Analyst

Extension lowers near-term refinancing risk and boosts liquidity horizon.

The two-year maturity push to June 2028 secures committed funding against U.S. receivables, smoothing Elanco’s debt-maturity ladder and limiting exposure to volatile capital markets. While dollar size remains undisclosed, securitization facilities often price attractively versus term loans, supporting interest-expense management. Retaining Rabobank as administrative agent suggests continuity and minimal execution risk. Absent adverse covenant wording, this is a credit-positive move that should strengthen negotiations on upcoming revolver renewals.

Risk Analyst

Liquidity gain offsets, but transparency and structural risks persist.

The amendment prolongs access to receivables financing, yet reliance on off-balance-sheet securitization keeps investors blind to underlying collateral performance and introduces counter-party risk. New covenant tweaks—undisclosed in the 8-K—could either tighten leverage limits or broaden eligible receivables; without details, impact is uncertain. Moreover, securitization typically ranks senior to unsecured debt, leaving bondholders structurally subordinated. Net effect is neutral until exhibit review reveals covenant specifics.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 25, 2025

Elanco Animal Health Incorporated

(Exact name of registrant as specified in its charter)

Indiana		001-38661		82-5497352
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2500 Innovation Way Greenfield, Indiana (Address of principal executive offices) 46140 (Zip Code)

Registrant’s telephone number, including area code: (877) 352-6261

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		ELAN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 25, 2025, Elanco Animal Health Incorporated (the “Company”), solely in its role as performance guarantor, Elanco SPEAR LLC, as Borrower (the “Borrower”), and Elanco US Inc., as servicer (“Elanco US”), entered into a First Amendment to its Receivables Loan Agreement (as amended, the “Agreement”) with Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as Administrative Agent, and the lenders from time to time party thereto (“First Amendment”), relating to the Company’s accounts receivable securitization facility (“Receivables Securitization Facility”). The First Amendment extended the term of the Agreement from August 3, 2026 until June 26, 2028 and made other amendments to certain other covenants and terms of the Agreement.

The foregoing summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 with respect to the Receivables Securitization Facility is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		First Amendment to Receivables Loan Agreement by and among Elanco Animal Health Incorporated, solely in its role as performance guarantor, Elanco SPEAR LLC, as borrower, Elanco US Inc., as servicer, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, and the lenders from time to time party thereto.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Elanco Animal Health Incorporated
Date: June 26, 2025	By:	/s/ Shiv O’Neill
		Name: Shiv O’Neill
		Title: Executive Vice President, General Counsel and Corporate Secretary

FAQ

What change did [[**ELAN**]] announce to its receivables securitization facility on June 25 2025?

The company executed a First Amendment extending the facility’s maturity from Aug 3 2026 to Jun 26 2028.

Until what date is [[**ELAN**]]'s securitization facility now committed?

The amended agreement runs through June 26 2028.

Does the amendment create a new direct financial obligation for [[**ELAN**]]?

Yes. The extension constitutes a direct financial obligation/off-balance-sheet arrangement under Item 2.03.

Who acts as administrative agent on [[**ELAN**]]'s amended facility?

Coöperatieve Rabobank U.A., New York Branch remains the Administrative Agent.

Where can investors review the full terms of the First Amendment filed by [[**ELAN**]]?

The complete document is filed as Exhibit 10.1 to the 8-K dated June 26 2025.