Elanco (NYSE: ELAN) CEO receives large stock grants and tax share sale

Rhea-AI Filing Summary

Elanco Animal Health President and CEO Jeffrey N. Simmons reported several equity-award transactions dated March 1, 2026. He acquired an employee stock option covering 243,809 shares and deferred stock units covering 6,593 shares. He also received grants of 397,041 and 119,319 shares of common stock. The restricted stock units and options vest one-third on March 1, 2027, one-third on March 1, 2028, and the remainder on March 1, 2029. The deferred stock units vest on December 31, 2027 and settle upon termination of employment or under the Executive Deferral and Stock Match Plan. A separate transaction disposed of 229,982 shares of common stock at $26.40 per share for tax-withholding purposes, leaving 1,970,477 shares of common stock held directly, plus 167,000 shares held indirectly by a revocable trust and shares previously acquired under the employee stock purchase plan.

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

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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)
03/01/2026

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
Common Stock	03/01/2026		A		397,041	A	$0	2,200,459(1)	D
Common Stock	03/01/2026		F		229,982	D	$26.4	1,970,477	D
Common Stock	03/01/2026		A		119,319(2)	A	$0	2,089,796	D
Common Stock								167,000	I	By Revocable Trust

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
Employee Stock Option (right to buy)	$26.4	03/01/2026		A		243,809		(3)	03/01/2036	Common Stock	243,809	$0	243,809	D
Deferred Stock Units (Match)	(4)	03/01/2026		A		6,593		(5)	(5)	Common Stock	6,593	$0	6,593	D

Explanation of Responses:

1. Includes 1,038 shares acquired on January 31, 2026 under Elanco Animal Health Inc.'s Employee Stock Purchase Plan.

2. Grant of restricted stock units vesting as follows: one-third vesting on March 1, 2027, one-third vesting on March 1, 2028, and the remaining vesting on March 1, 2029.

3. Grant of stock options vesting as follows: one-third vesting on March 1, 2027, one-third vesting on March 1, 2028, and the remaining vesting on March 1, 2029.

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

5. Deferred stock units vest December 31, 2027 and settle upon termination of employment or otherwise in accordance with the Executive Deferral and Stock Match Plan.

	/s/ Amy C. Seidel, as Attorney-in-Fact for Jeffrey N. Simmons	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Elanco (ELAN) CEO Jeffrey Simmons report?

Jeffrey Simmons reported equity awards and a tax-related share disposition. He received stock options, restricted stock, and deferred stock units, and also disposed of shares to satisfy tax withholding obligations, all dated March 1, 2026, under Elanco’s compensation and deferral programs.

How many Elanco (ELAN) stock options were granted to the CEO?

Jeffrey Simmons received an employee stock option for 243,809 shares. The option vests in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029, aligning his compensation with longer-term company performance objectives and retention incentives.

What restricted and deferred stock awards did Elanco’s CEO receive?

He was granted 397,041 and 119,319 shares of common stock plus 6,593 deferred stock units. The restricted stock units vest in thirds in 2027, 2028, and 2029, while deferred stock units vest December 31, 2027 and settle upon termination or under the deferral plan.

Why did Elanco CEO Jeffrey Simmons dispose of 229,982 shares?

The 229,982-share disposition at $26.40 per share was reported as a tax-withholding transaction. It represents payment of exercise price or tax liability by delivering shares, rather than an open-market sale initiated for portfolio or valuation reasons.

How many Elanco (ELAN) shares does the CEO hold after these transactions?

After the reported transactions, Jeffrey Simmons directly holds 1,970,477 shares of Elanco common stock. He also has 243,809 stock options, 6,593 deferred stock units, and 167,000 shares held indirectly through a revocable trust, plus shares acquired via the employee stock purchase plan.

When do Elanco CEO Jeffrey Simmons’ new equity awards vest?

The restricted stock units and stock options vest one-third on March 1, 2027, one-third on March 1, 2028, and the balance on March 1, 2029. Deferred stock units vest on December 31, 2027 and settle at employment termination or as the deferral plan specifies.