Elanco (ELAN) executive Modi receives stock awards and delivers shares for taxes

Rhea-AI Filing Summary

Elanco Animal Health executive Rajeev A. Modi reported multiple equity awards and related tax withholding transactions. On March 1, 2026, he received 29,025 employee stock options and 2,532 deferred stock units at no cost. He was also granted 41,690 shares of common stock and an additional 14,205 restricted stock units, all as equity awards.

The stock options and restricted stock units each 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 in stock or cash upon termination of employment under the Executive Deferral and Stock Match Plan. To cover tax obligations, 19,375 common shares were disposed of at $26.40 per share through share delivery. Following these transactions, Modi directly owned 160,293 shares of Elanco common stock as of March 1, 2026.

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

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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^*

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)
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		41,690	A	$0	165,463(1)	D
Common Stock	03/01/2026		F		19,375	D	$26.4	146,088	D
Common Stock	03/01/2026		A		14,205(2)	A	$0	160,293	D

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		29,025		(3)	03/01/2036	Common Stock	29,025	$0	29,025	D
Deferred Stock Units (Match)	(4)	03/01/2026		A		2,532		(5)	(5)	Common Stock	2,532	$0	2,532	D

Explanation of Responses:

1. Includes 691 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.

Remarks:

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

	/s/ Amy C. Seidel, as Attorney-in-Fact for Rajeev A. Modi	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 equity awards did Rajeev A. Modi report in Elanco (ELAN) Form 4?

Rajeev A. Modi reported receiving new equity awards including 29,025 employee stock options, 41,690 shares of common stock, 14,205 restricted stock units, and 2,532 deferred stock units. All awards were granted on March 1, 2026 at no purchase cost.

How do the new Elanco (ELAN) stock options and RSUs granted to Modi vest?

Both the stock options and restricted stock units vest in three equal installments. One-third vests on March 1, 2027, another third on March 1, 2028, and the remaining portion vests on March 1, 2029, creating a multi‑year retention schedule.

What are the terms of Rajeev Modi’s deferred stock units at Elanco (ELAN)?

Each deferred stock unit represents the right to receive one share of Elanco common stock or the cash equivalent. These units vest on December 31, 2027 and settle upon termination of employment or as otherwise provided in the Executive Deferral and Stock Match Plan.

Why did Rajeev Modi dispose of Elanco (ELAN) shares in this Form 4?

The Form 4 shows a disposition of 19,375 common shares at $26.40 per share coded as “F.” This code indicates shares were delivered to satisfy exercise price or tax withholding obligations, rather than an open‑market sale for investment purposes.

How many Elanco (ELAN) shares does Rajeev Modi own after these transactions?

After the reported March 1, 2026 transactions, Rajeev A. Modi directly owned 160,293 shares of Elanco common stock. This figure reflects his updated direct holdings following the equity grants and the share delivery for tax withholding.

What does the acquisition code "A" mean in Elanco (ELAN) Form 4 entries?

In this Form 4, code “A” indicates a grant, award, or other acquisition of securities. For Rajeev Modi, it marks stock options, restricted stock units, deferred stock units, and common stock awarded by the company rather than purchased in the open market.