ELAN Form 4: CEO Simmons Adds 144 Deferred Stock Units, Now Owns 17,836 Shares

Rhea-AI Filing Summary

Jeffrey N. Simmons, President, CEO and Director of Elanco Animal Health Inc (ELAN), reported an acquisition of 144.2313 deferred stock units on 09/19/2025. Each deferred stock unit represents the right to one share of common stock or the cash equivalent and settles in cash or shares under the company’s Executive Deferral and Stock Match Plan. The reported transaction used transaction code A (acquisition) at an indicated underlying price of $19.20 per share, and following the transaction Mr. Simmons beneficially owns 17,836.142 shares directly. The Form 4 was signed on behalf of Mr. Simmons by Amy C. Seidel as attorney-in-fact on 09/23/2025.

Positive

• CEO acquired deferred stock units, increasing his direct beneficial ownership to 17,836.142 shares
• Transaction reported promptly on Form 4 with attorney-in-fact signature, indicating compliance with disclosure rules
• Deferral plan aligns executive compensation with shareholder outcomes since units convert to shares or cash upon settlement

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO reported a modest acquisition of deferred stock units that increases his direct ownership and aligns compensation with shareholder value.

The filing documents a grant/acquisition of 144.2313 deferred stock units under the company’s deferral plan, which convert to shares or cash upon specified settlement events. This type of award is a standard executive compensation mechanism designed to retain executives and align incentives with long-term shareholder outcomes. The disclosure and timely Form 4 filing are compliant with Section 16 reporting requirements. The incremental increase to 17,836.142 shares of direct beneficial ownership is disclosed, but the filing does not provide context on total outstanding shares or percentage ownership, so the materiality of the change cannot be assessed from this form alone.

Securities Analyst

TL;DR: Routine, non-cash compensation-related acquisition; not likely to be market-moving by itself.

The transaction is coded as an acquisition of deferred stock units rather than an open-market purchase, indicating this is part of the company’s executive compensation plan rather than a discretionary buy. The report lists an underlying price reference of $19.20 and shows direct beneficial ownership after the transaction. For investors, this is a disclosure of alignment between executive pay and equity, but without additional context on dilution or outstanding share count the filing alone suggests a neutral impact on valuation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simmons Jeffrey N

(Last) (First) (Middle)

C/O ELANCO ANIMAL HEALTH INCORPORATED

450 ELANCO CIRCLE

(Street)

INDIANAPOLIS IN 46221

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elanco Animal Health Inc [ ELAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO AND DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Deferred Stock Units	(1)	09/19/2025		A		144.2313		(2)	(2)	Common Stock	144.2313	$19.2	17,836.142	D

Explanation of Responses:

1. Each deferred stock unit represents the right to receive one share of Company common stock or the cash equivalent.

2. Deferred stock units settle in cash or shares of Company common stock following termination of employment or during a specified future year in accordance with Executive Deferral and Stock Match Plan.

	/s/ Amy C. Seidel, as Attorney-in-Fact for Jeffrey N. Simmons	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jeffrey N. Simmons report on Form 4 for ELAN?

He reported acquiring 144.2313 deferred stock units on 09/19/2025, which represent rights to one share each or the cash equivalent.

How many shares does Mr. Simmons beneficially own after the reported transaction?

17,836.142 shares of Elanco Animal Health Inc are reported as directly beneficially owned following the transaction.

What is the nature of the deferred stock units reported on the Form 4?

Deferred stock units settle in cash or shares following termination of employment or during a specified future year under the Executive Deferral and Stock Match Plan.

What price is indicated for the underlying shares in the Form 4?

$19.20 is the price shown in connection with the underlying common stock for the reported deferred stock units.

When was the Form 4 signed and who signed it?

Signed by Amy C. Seidel as Attorney-in-Fact for Jeffrey N. Simmons on 09/23/2025.