ELAN Form 4: Rajeev Modi Adds 73.6781 Deferred Stock Units

Rhea-AI Filing Summary

Rajeev A. Modi, Executive Vice President, U.S. Pet Health and Global Digital Transformation at Elanco Animal Health Inc. (ELAN), acquired 73.6781 deferred stock units on 09/19/2025 under the companys Executive Deferral and Stock Match Plan. Each deferred stock unit represents the right to receive one share of common stock or the cash equivalent, and such units settle in cash or shares following termination of employment or in a specified future year. After the reported transaction Mr. Modi beneficially owned 6,964.7245 units (directly).

The units were reported with an indicated price of $19.20 per underlying share. The filing was signed by an attorney-in-fact on behalf of Mr. Modi and notes his officer role; no other material transactions or additional context are included.

Positive

• Alignment with shareholders: Deferred stock units link executive compensation to company equity performance.
• Retention incentive: Units vest/settle in the future, supporting executive retention.

Negative

• Potential cash obligation: Units may settle in cash, creating future cash payout requirements.
• Possible dilution: If settled in shares, issuance could modestly increase outstanding shares.

Insights

Corporate Governance Expert

TL;DR: Routine executive deferred compensation grant, aligns pay with shareholder outcome but is administrative in nature.

This Form 4 reports a grant of deferred stock units to a senior executive rather than a market-sale or option exercise. Such grants are common for retaining executives and linking compensation to equity performance. The disclosure clarifies settlement terms (cash or shares) and shows direct ownership after the grant. There is no indication of unusual dilution, extraordinary size relative to company equity, or immediate liquidity events within this filing.

Compensation Analyst

TL;DR: The award increases executive equity exposure modestly and preserves flexibility via cash-or-stock settlement.

The deferred stock units create future compensation liability that may settle in cash or shares, insulating the company from immediate share issuance but creating potential cash outflow. The reported per-unit price ($19.20) provides a reference for valuation of the award at grant. Without additional context on total outstanding shares or aggregate executive compensation, the transaction appears routine and not materially dilutive on its face.

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
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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^*

Modi Rajeev A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

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		73.6781		(2)	(2)	Common Stock	73.6781	$19.2	6,964.7245	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.

Remarks:

Executive Vice President U.S. Pet Health and Global Digital Transformation

	/s/ Amy C. Seidel, as Attorney-in-Fact for Rajeev A. Modi	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 Rajeev A. Modi report on Form 4 for ELAN?

He acquired 73.6781 deferred stock units on 09/19/2025 and now beneficially owns 6,964.7245 units directly.

What are deferred stock units in this filing?

Each deferred stock unit represents the right to one share of Elanco common stock or the cash equivalent, per the filing.

How and when do the deferred stock units settle?

They 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 was associated with the reported units for ELAN?

The filing shows a price of $19.20 per underlying share for the reported deferred stock units.

Does this Form 4 indicate a sale or open-market transaction?

No. The filing reports acquisition of deferred stock units under a company plan, not a market sale or purchase.