DEF 14A of Elanco Animal Health Inc, Apr 8, 2026

DEF 14A of Elanco Animal Health Inc

Filed Apr 8, 2026 · FY20250001739104-26-000016

Open on EDGAR

  1. (Name of person(s) filing proxy statement, if other than the registrant)

    | | Page | | Page | | Proxy Statement Summary | 1 | Non-Employee Director Compensation | 35 | | About Elanco | 5 | Executive Officers | 38 | | Proposal No. 1: Election of Directors | 8 | Proposal No. 2: Ratification of Appointment of Independent Auditor | 41 | | Board Membership Criteria | 9 | | | | Director Skills | 10 | Audit Committee Report | 43 | | Our Director Nominees and Continuing Directors | 12 | Compensation Discussion and Analysis | 44 | | Corporate Governance | 21 | Compensation and Human Capital Committee Report | 65 | | Corporate Governance Enhancements | 21 | Executive Compensation Tables | 66 | | Board Leadership Structure | 22 | Pay Versus Performance | 78 | | Board Oversight | 23 | Proposal No. 3: Advisory Vote to Approve Executive Compensation | 83 | | Board and Committee Information | 26 | | | | Shareholder Engagement | 31 | Stock Ownership Information | 84 | | Director Independence | 31 | Equity Compensation Plan Information | 86 | | Related Person Transactions | 33 | General Information About the Annual Meeting | 87 | | Insider Trading Policy | 33 | Submission of Shareholder Proposals or Nominations | 90 | | Business Ethics, Compliance and Privacy | 34 | Other Information | 92 | | Code of Conduct | 34 | Appendix A - Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information | A-1 | | Other Information | 34 | | |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. Director Nominees and Continuing Directors

    | Name | Primary Occupation | Age | Director Since | Independent | | CLASS I DIRECTORS — Director Nominees for Terms Expiring in 2027 | | | | | | Kapila Anand | Retired Partner, KPMG LLP | 72 | 2018 | | | Paul Herendeen | Former CFO, Bausch Health Companies, Inc. | 70 | 2020 | | | CLASS II DIRECTORS— Director Nominees for Terms Expiring in 2027 | | | | | | Michael Harrington | Former General Counsel, Eli Lilly and Company ("Lilly") | 63 | 2018 | | | Lawrence Kurzius | Former Executive Chairman, McCormick & Company, Inc. | 68 | 2018 | | | Kirk McDonald | Founding Member and CEO, Sundial Media & Technology Group | 59 | 2019 | | | CLASS III DIRECTORS— Terms Expiring in 2027 | | | | | | Art Garcia | Former CFO, Ryder System, Inc. | 65 | 2019 | | | Stacey Ma | Executive Vice President, Gilead Sciences, Inc. | 56 | 2024 | | | Denise Scots-Knight | Co-Founder and CEO, Mereo BioPharma Group plc | 66 | 2019 | | | Jeffrey Simmons | President and CEO, Elanco Animal Health Incorporated | 58 | 2018 | |

  4. Director Nominee and Continuing Director Highlights

    Director Nominee and Continuing Director Highlights

  5. Director Nominee and Continuing Director Highlights

    | Elanco Animal Health Incorporated | 2 | 2026 Proxy Statement |

  6. Director Nominee and Continuing Director Highlights

    | Table of Contents | Proxy Summary |

  7. Our Director Nominees and Continuing Directors

    Our Director Nominees and Continuing Directors Our Board and the Corporate Governance Committee believe that each of our nominees brings a strong and varied set of skills, experiences and perspectives that, when combined with the other continuing directors, creates a high-performing Board that is aligned with our business strategy and contributes to the effective oversight of Elanco. The ages, principal occupations, public directorships held by, and other information about, our nominees and continuing directors are shown below. CLASS I DIRECTORS – TERMS EXPIRING AT THE ANNUAL MEETING; NOMINEES FOR TERMS EXPIRING IN 2027

  8. Our Director Nominees and Continuing Directors

    | | | | | | | Kapila Anand | | | | EXPERIENCE •KPMG LLP, one of the world's leading accounting firms -Senior Advisor (2016 – 2020) -Audit Signing Partner and Advisory Partner (1989 – 2016) -Elected to KPMG’s U.S. and Americas boards (2005 – 2010) and Chair of the KPMG Foundation OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS •Omega Healthcare Investors Inc. (since 2018) •Extended Stay America, Inc. and its REIT subsidiary, ESH Hospitality, Inc. (2016 – 2021) KEY QUALIFICATIONS •Finance and Accounting experience gained through her more than 30 years of services as a Certified Public Accountant at KPMG and utilized during her service on the audit committees of multiple public companies •Risk Management and Sustainability expertise developed over her career advising companies throughout their life cycle on topics such as strategic planning, due diligence, risk assessments, enterprise risk management, and setting up proper internal controls and further honed through her work as an advisory partner to KPMG's risk and governance practice •Legal, Public Policy and Regulatory experience acquired while playing a leading role in the development of KPMG's private equity and regulatory businesses •M&A and Business Development experience obtained while acting as an advisory partner to KPMG's M&A and integration services practices | | | Age: 72 Independent Director Joined: September 2018 | | | | BOARD COMMITTEES Audit (Chair) Corporate Governance | | | | QUALIFICATIONS | |

  9. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 12 | 2026 Proxy Statement |

  10. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  11. Our Director Nominees and Continuing Directors

    | | | | | | | Paul Herendeen | | | | EXPERIENCE •Bausch Health Companies Inc., a global health care products company -Advisor to the Chairman and Chief Executive Officer (2021 – 2022) -Executive Vice President and Chief Financial Officer (2016 – 2021) •Executive Vice President and Chief Financial Officer, Zoetis Inc., an animal health company (2014 – 2016) •Chief Financial Officer, Warner Chilcott, a specialty pharmaceuticals company (2005 – 2013; 1998 – 2001) •Executive Vice President and Chief Financial Officer, MedPointe Pharmaceuticals, a privately held pharmaceutical company •Principal investor, Dominion Income Management •Principal investor, Cornerstone Partners •Held various positions with the investment banking group of Oppenheimer & Company and the capital markets group of Continental Bank Corporation •Senior auditor, Arthur Andersen & Company OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS •Grifols, S.A. (since 2024) •Endo, Inc. (2024 – 2025) KEY QUALIFICATIONS •Animal Health/Health Care Industry more than 20 years’ experience serving in leadership positions at MedPointe, Warner Chilcott, Zoetis, and Bausch Health •Finance and Accounting expertise developed through decades serving in financial roles in the life sciences industry, including service as the Chief Financial Officer of Zoetis, and at Bausch Health, where he helped the company reduce its debt and strengthen its balance sheet •M&A and Business Development experience from his tenure at Warner Chilcott, MedPointe, Zoetis and Bausch Health, as well as his nearly decade of experience as a principal at Dominion Income Management and Cornerstone Partners, where he worked on investments, mergers and acquisitions for the firms and their portfolio companies •Institutional Investor Perspective developed through his more than 15 years of experience engaging with the financial community as a public company Chief Financial Officer and leader of award–winning investor relations programs | | | Age: 70 Independent Director Joined: December 2020 | | | | BOARD COMMITTEES Audit Finance, Strategy and Oversight (Chair) | | | | QUALIFICATIONS | |

  12. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 13 | 2026 Proxy Statement |

  13. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  14. Our Director Nominees and Continuing Directors

    CLASS II DIRECTORS – TERMS EXPIRING AT THE ANNUAL MEETING; NOMINEES FOR TERMS EXPIRING IN 2027

  15. Our Director Nominees and Continuing Directors

    | | | | | | | Michael Harrington | | | | EXPERIENCE •Eli Lilly and Company, a global pharmaceutical company (1991 – 2020) -Senior Vice President, General Counsel (2013 – 2020) -Vice President and Deputy General Counsel, Global Pharmaceutical Operations (2010 – 2012) -Vice President and Deputy General Counsel, Corporate (2004 – 2010) -Managing Director of New Zealand affiliate (2001 – 2003) -General Counsel, Asia Pacific (1996 – 2000) OTHER CURRENT PUBLIC COMPANY BOARDS •Inotiv, Inc. (since 2024) KEY QUALIFICATIONS •Animal Health/Health Care Industry experience in more than three decades at Lilly, one of the world’s leading global pharmaceutical companies and our former parent company •Digital, Technology and Cybersecurity expertise developed through his prior oversight of Lilly’s information security program •Legal, Public Policy and Regulatory expertise developed and demonstrated having responsibility and oversight of legal and public policy issues, government and regulatory affairs, intellectual property, risk management, corporate governance and compliance for Lilly •M&A and Business Development expertise gained executing numerous transactions while at Lilly, including playing a leading role in the separation of Elanco from Lilly and subsequent listing of Elanco on the NYSE as an independent public company | | | Age: 63 Independent Director Joined: September 2018 | | | | BOARD COMMITTEES Audit Corporate Governance (Chair) Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  16. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 14 | 2026 Proxy Statement |

  17. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  18. Our Director Nominees and Continuing Directors

    | | | | | | | Lawrence Kurzius | | | | EXPERIENCE •McCormick & Company, Inc., a global Fortune 500 food company (2005 – 2025) -Executive Chairman (2023 – 2024) -Chairman and Chief Executive Officer (2017 – 2023) -Chief Executive Officer (2016) -Held various leadership roles, including President and Chief Operating Officer; Chief Administrative Officer; President, International Businesses; President, Europe, Middle East and Africa; President, U.S. Consumer Foods •Zatarain's, an American food company -President and CEO (1997 – 2004 when acquired by McCormick) -Vice President and Marketing Director (1991 – 1997) •Marketing executive, Quaker Oats Company and Mars Inc.’s Uncle Ben’s Company OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS •The Cooper Companies, Inc. (since 2023) •Lamb Weston Holdings, Inc. (since 2025) •McCormick & Company, Inc. (2015 – 2025), Executive Chairman (2023 – 2024), Chairman (2017 – 2023) KEY QUALIFICATIONS •Consumer Products experience acquired over his career in consumer goods marketing and senior leadership roles at Mars, Quaker Oats, Zatarain’s and McCormick, a large, multi–faceted, consumer and flavor solutions food business, and further developed while serving on the boards of multiple industry groups, including The Consumer Goods Forum, The Consumer Brands Association and The National Association of Manufacturers, resulting in his extensive knowledge of consumer trends and a deep understanding of consumer preferences •Global Business Experience gained leading multinational companies, where understanding both the domestic and international markets was essential to success •Human Capital Management expertise developed through his leadership of a company with over 14,000 employees globally, which has resulted in a deep understanding of attracting, developing, motivating and retaining top talent, as well as executive compensation and leadership development •Risk Management and Sustainability experience obtained from his broad executive experience at McCormick, where under his leadership, the company became a UN Global Compact LEAD company while embedding purpose–led performance into McCormick's culture by championing the company's industry–leading sustainability efforts | | | Chairman Age: 68 Independent Director Joined: September 2018 | | | | BOARD COMMITTEES None | | | | QUALIFICATIONS | |

  19. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 15 | 2026 Proxy Statement |

  20. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  21. Our Director Nominees and Continuing Directors

    | | | | | | | Kirk McDonald | | | | EXPERIENCE •Founding member and Chief Executive Officer at Sundial Media & Technology Group, a human connections company (since 2024) •Chief Executive Officer and member of Global Leadership Team, GroupM North America, a global provider of media and advertising solutions through the development of technology–enabled services (2020 – 2023) •Xandr, Inc., AT&T's advertising division -Chief Business Officer (2019 – 2020) -Chief Marketing Officer (2018 – 2019) •Held leadership roles at several other leading companies, including: -Chief Marketing Officer, Advertising and Analytics, AT&T Inc. -President, PubMatic, Inc. -President, Digital, Time Inc. -Chief Advertising Officer, Fortune|Money Group -Senior Vice President of Network Sales, DRIVEpm and Atlas (both units of Microsoft's advertising business) OTHER CURRENT PUBLIC COMPANY BOARDS •Ziff Davis, Inc. (since 2023) KEY QUALIFICATIONS •Business Leadership and Operations expertise gained over his significant career in leadership roles with responsibility for developing and executing on business strategies •Consumer Products experience gained during his more than 30 years of experience in marketing leadership roles at leading companies like Microsoft and AT&T •Digital, Technology and Cybersecurity expertise developed at GroupM, where he helped develop technology–enabled services for media and advertising solutions, resulting in experience with digital and emerging technologies; recognized by AdWeek for his digital expertise as one of the "50 vital leaders in tech, media and marketing" •Human Capital Management insights gained as Chief Executive Officer of GroupM, an organization of approximately 6,500 people in a fast–growing industry | | | Age: 59 Independent Director Joined: March 2019 | | | | BOARD COMMITTEES Compensation and Human Capital (Chair) Innovation, Science and Technology | | | | QUALIFICATIONS | |

  22. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 16 | 2026 Proxy Statement |

  23. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  24. Our Director Nominees and Continuing Directors

    CLASS III DIRECTORS – TERMS EXPIRING IN 2027

  25. Our Director Nominees and Continuing Directors

    | | | | | | | Art Garcia | | | | EXPERIENCE •Ryder System, Inc., a North American provider of transportation and supply chain management products known for its fleet of rental trucks -Executive Vice President and Chief Financial Officer (2010 – 2019) -Senior Vice President and Controller (2005 – 2010) -Vice President and Controller (2002 – 2005) OTHER CURRENT PUBLIC COMPANY BOARDS •Raymond James & Associates (since 2023) •American Electric Power Company, Inc. (since 2019) •ABM Industries Incorporated (since 2017) KEY QUALIFICATIONS •Business Leadership and Operations expertise acquired through his experience leading the finance organization at Ryder Systems, where he led the re–engineering of the organization to help drive efficiency, established a new business model and implemented strategies to revitalize growth and improve profitability •Finance and Accounting experience developed during the 18 years he served in financial roles at Ryder Systems, where he ultimately had oversight of the entire financial function for almost a decade and during his service on the audit, risk management and governance committees on the boards of other public companies •M&A and Business Development expertise obtained while overseeing the corporate strategy and business development functions and managing the financial integration of numerous acquisitions at Ryder Systems •Institutional Investor Perspective developed through his nearly 10 years of experience engaging with the financial community as a public company Chief Financial Officer | | | Age: 65 Independent Director Joined: May 2019 | | | | BOARD COMMITTEES Audit Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  26. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 17 | 2026 Proxy Statement |

  27. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  28. Our Director Nominees and Continuing Directors

    | | | | | | | Stacey Ma, Ph.D | | | | EXPERIENCE •Executive Vice President of Pharmaceutical Development and Manufacturing, Gilead Sciences, Inc., a research–based biopharmaceutical company focused on the discovery, development and commercialization of innovative medicines (since 2022) -Executive Vice President of Technical Operations, Sana Biotechnology, a biotechnology company focused on utilizing engineered cells as medicines (2019–2022) -Genentech, Inc., an American biotechnology company and member of the Roche Group (1996 – 2019) -Global Head of Innovation, Manufacturing Science and Technology (2018 – 2019) -Roles of increasing responsibility, including Vice President, Global Head of IMP Quality, Pharma Technical Development PRIOR PUBLIC COMPANY BOARDS •Atreca, Inc. (2021–2024) KEY QUALIFICATIONS •Animal Health/Health Care Industry experience gained through nearly 30 years of experience in the health care industry, including with Gilead Sciences, Inc., Sana Biotechnology, and Genentech, Inc. •Business Leadership and Operations leader with extensive experience in product and supply chain management, manufacturing, and quality operations •Research and Development/Innovation expertise developed by leading technology innovation and product development at leading human pharmaceutical companies; elected to the National Academy of Engineering in 2026, for her outstanding contributions to engineering in biopharmaceutical development, analytical technologies, and manufacturing platforms for transformative therapies •Legal, Public Policy, and Regulatory experience gained through leadership of CMC regulatory functions as multiple global companies | | | Age: 56 Independent Director Joined: November 2024 | | | | BOARD COMMITTEES Compensation and Human Capital Innovation, Science and Technology | | | | QUALIFICATIONS | |

  29. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 18 | 2026 Proxy Statement |

  30. Our Director Nominees and Continuing Directors

    | Table of Contents | Proposal No. 1 |

  31. Our Director Nominees and Continuing Directors

    | | | | | | | Denise Scots-Knight, Ph.D | | | | EXPERIENCE •Co-Founder, Chief Executive Officer and Director, Mereo BioPharma Group plc, an international biopharmaceutical company focused on rare diseases (since 2015) •Partner, Phase4 Ventures GP Ltd., Phase4 Ventures GP III Ltd., Phase4 Ventures III FPGP Ltd., Phase4 Ventures III GP LP, and Phase4 Ventures III FP LP, privately held global life science venture capital firms (2010 – 2019) •Chief Executive Officer, Phase4 Partners Ltd., a privately held, global life science venture capital firm (2010 – 2015) •Head, Nomura Phase4 Ventures, a venture capital affiliate of Nomura International plc, a leading Japanese financial institution (2004 – 2010) OTHER CURRENT AND PRIOR PUBLIC COMPANY BOARDS •Mereo BioPharma Group plc (since 2015) •OncoMed Pharmaceuticals Inc. (2008 – 2018) •Albireo Pharma, Inc. (2008 – 2017) KEY QUALIFICATIONS •Health Care Industry experience acquired over her career in the life sciences industry, and through her current and past service as a director of other public and privately held biotech and life sciences companies and supported by being named of one of the 15 leading women in European biotech by Labiotech UG •Global Business Experience gained through her service as Co-Founder and Chief Executive Officer of Mereo BioPharma, a United Kingdom-based, Nasdaqlisted company with operations in the U.S., as well as leadership roles in other nonU.S. organizations, which further developed her valuable insights into global strategic oversight, talent and leadership development that are critical in our growth-oriented industry •Institutional Investor Perspective obtained through her extensive experience investing and allocating capital as the head of a life sciences-focused venture capital firm •Research and Development/Innovation expertise developed through her career, where she has a track record of building new innovation models and strategic partnerships for emerging technologies, which has resulted in her having a deep acumen and technical expertise beneficial for overseeing our research and development activities | | | Age: 66 Independent Director Joined: March 2019 | | | | BOARD COMMITTEES Compensation and Human Capital Innovation, Science and Technology | | | | QUALIFICATIONS | |

  32. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 19 | 2026 Proxy Statement |

  33. Our Director Nominees and Continuing Directors

    | Proposal No. 1 | Table of Contents |

  34. Our Director Nominees and Continuing Directors

    | | | | | | | Jeffrey Simmons | | | | EXPERIENCE •President and Chief Executive Officer, Elanco Animal Health Incorporated (since 2018) •Eli Lilly and Company, a global pharmaceutical company (1989 – 2018) -Senior Vice President and President of the Elanco Animal Health division at Lilly (2008 – 2018) -Held various leadership roles in the Elanco Animal Health division, including International Marketing Manager, Country Director for Brazil, Area Director for Western Europe and Executive Director for U.S. and Global Research & Development KEY QUALIFICATIONS •Business Leadership and Operations expertise exhibited as a proven, purpose-driven leader during his 30-plus years in the life sciences industry, including as the head of Elanco for the past decade, during which he directed Elanco's growth and transformation from a primarily U.S. livestock feed additive company to a global animal health leader with a diversified business, more than quadrupled revenue, created a unique innovation engine and built five new businesses, including a greater than $2 billion pet health business •M&A and Business Development experience acquired while evaluating, executing and integrating several significant acquisitions during his tenure as Elanco’s CEO, including the acquisitions of Aratana Therapeutics, Kindred Biosciences and Bayer Animal Health, one of the largest animal health transactions to date •Risk Management and Sustainability expertise shown as Elanco has demonstrated its commitment to sustainability, including through its commercialization and advancement of Bovaer®, Elanco's methane reduction product, and its development of a carbon insetting marketplace •Research and Development/Innovation experience acquired through his oversight of research and development programs over the past three decades, including the successful product launch of numerous animal health blockbuster drugs while serving as Executive Director for U.S. and Global Research & Development as well as other senior leadership roles within the Elanco Animal Health Division of Lilly | | | Age: 58 Director Since: September 2018 | | | | BOARD COMMITTEES Finance, Strategy and Oversight | | | | QUALIFICATIONS | |

  35. Our Director Nominees and Continuing Directors

    | Elanco Animal Health Incorporated | 20 | 2026 Proxy Statement |

  36. Our Director Nominees and Continuing Directors

    We are committed to effective corporate governance and high ethical standards, which we believe support long-term performance. Our key corporate governance and ethics policies help us manage our business in accordance with the highest standards of business practice and in the best interests of our shareholders. Our Corporate Governance Guidelines and committee charters help govern the operation of our Board and its committees in executing their responsibilities. These are reviewed at least annually by the Corporate Governance Committee and the Board and are updated periodically in response to changing regulatory requirements, evolving practices, issues raised by our shareholders and other stakeholders and otherwise as circumstances warrant.

  37. Board Experience and Tenure

    Board Experience and Tenure Our Board is committed to building a Board consisting of directors with varied experiences and backgrounds. Our Corporate Governance Guidelines state that our Board will select director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. Five of our directors joined our Board just prior to our initial public offering in September 2018, and four of our directors joined our Board in 2019, when Lilly exited its remaining ownership in Elanco. We have continued to refresh the Board over the last several years, with four directors joining since 2020, including three in 2024. In addition, four directors rotated off the Board in 2025, and two additional directors will rotate off the Board at the Annual Meeting. The five Class I and Class II directors we have nominated for re-election at the Annual Meeting have an average tenure of 7.1 years and these nominees and other continuing directors have an average tenure of approximately 6.6 years. Our Corporate Governance Guidelines state that there is no limit on the number of terms for which a director may be elected and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Guidelines also state that our Board does not believe in automatic re-nomination of directors and that the annual self-evaluation process described in “—Board Evaluations” below will be an important determinant for continuing service.

  38. Other Information

    | Non-Employee Director Compensation |

  39. Other Information

    | Non-Employee Director Compensation | Table of Contents |

  40. Other Information

    Other Compensation. Our non-employee directors may be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board and committee meetings and other Board-related activities. Directors’ Deferral Plan. Under the Directors’ Deferral Plan, a non-employee director’s annual award of DSUs is credited to a deferred stock account (as described below). The Directors’ Deferral Plan also allows non-employee directors to defer receipt of all or part of their cash compensation until after their service on our Board has ended. Each director may choose to invest their deferred cash compensation in one or both of the following two accounts: •Deferred Stock Account. This account allows the director to invest the director’s cash compensation into a deferred common stock equivalent. Funds in this account are credited as hypothetical shares of our common stock based on the closing stock price on pre-set dates. The number of shares credited in respect of deferred cash compensation is calculated by the amount deferred divided by the closing stock price on pre-set dates. In addition, the annual equity award described above is credited to this account. The Company does not pay dividends but, if it did, deferred stock accounts would be credited with dividend equivalents. •Deferred Compensation Account. Funds in this account earn interest each year at a rate of 120% of the applicable federal long-term rate, compounded monthly, as established the preceding December by the U.S. Treasury Department under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”). Amounts under both accounts are paid in a lump sum in January of the second plan year following the plan year in which the director separates from service or in annual installments over a period between two to ten years (as selected by the director) beginning at the same time the lump sum payment would be made. Amounts credited to the director’s deferred stock account would generally be paid in shares of Elanco common stock and amounts credited to the director’s deferred compensation account would be paid in cash. Changes to Director Equity Awards Commencing in Fiscal 2026. Commencing in 2026, we will phase out the annual grant of DSUs in November of each year and will instead transition to the grant of an annual restricted stock unit ("RSU") to each non-employee director who is re-elected to the Board or whose service on the Board will otherwise continue following each annual meeting of shareholders. The RSUs will vest on the earlier of the following annual meeting of shareholders or the first anniversary of the date of grant, and will settle in shares of Elanco common stock when the directors’ service on the Board concludes, subject to any further deferral. Directors received a pro-rated DSU for the period from November 30, 2025 through the Annual Meeting and the first RSU grant will be made at the Annual Meeting. Stock Ownership Guidelines. Our Corporate Governance Guidelines state that directors should hold meaningful equity ownership positions in Elanco and that our Board will consider from time-to-time equity ownership requirements for non-employee directors. To help facilitate meaningful stock ownership, as described above, a significant portion of non-employee director compensation is made in the form of company equity or equity equivalents, and the directors are unable to sell or otherwise transfer any of the shares granted to the directors by the Company until after the director ceases to serve on the Board. Mr. Simmons, our President and Chief Executive Officer, is subject to and is compliant with the stock ownership guidelines applicable to our executive officers, as more fully described in “Compensation Discussion and Analysis—Governance and Other Matters—Stock Ownership and Holding Guidelines” below.

  41. Other Information

    | Table of Contents | Non-Employee Director Compensation |

  42. Other Information

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Kapila Anand | 57,500 | 240,007 | 297,507 | | John Bilbrey(2) | 39,896 | 88,775 | 128,671 | | William Doyle(2) | 19,000 | 49,332 | 68,332 | | Art Garcia | 90,000 | 240,007 | 330,007 | | Michael Harrington | 106,000 | 240,007 | 346,007 | | Paul Herendeen | 100,022 | 240,007 | 340,029 | | David Hoover | 90,000 | 240,007 | 330,007 | | Deborah Kochevar | 106,000 | 240,007 | 346,007 | | Lawrence Kurzius | 240,000 | 240,007 | 480,007 | | Stacey Ma | 12,473 | 240,007 | 252,480 | | Kirk McDonald | 110,000 | 240,007 | 350,007 | | Denise Scots-Knight | 90,000 | 240,007 | 330,007 | | Kathleen Turner(2) | 33,874 | 88,775 | 122,649 | | Craig Wallace(2) | 33,874 | 88,775 | 122,649 |

  43. Executive Compensation Philosophy and Practices

    Executive Compensation Philosophy and Practices The purpose of our compensation philosophy is to ensure alignment between our executives and shareholders. Our compensation program is designed to achieve the following three objectives: •Attract, retain, motivate and reward top talent. Our program is competitive with the market and has clear line-of-sight to financial and operational goals that support the business strategy of innovation and profitable growth. •Pay for performance. Our program provides the opportunity to earn above median compensation if superior results are achieved and below median compensation if below target results are achieved. If the threshold performance is not met, no performance-related compensation is paid. •Create sustained, long-term shareholder value. Our program emphasizes sustainable performance and is heavily weighted toward equity awards, such that executives’ interests are aligned with shareholders’ interests. We achieve these objectives by: •Providing an executive compensation program that includes base salaries, annual cash incentives and equity incentives similar to programs provided to Elanco’s other employees or similarly situated executives in a competitive talent market. •Targeting compensation, in aggregate, at the median (50th percentile) of the competitive market, which is comprised of similarly sized companies within the life sciences industry, with consideration of other industries, as appropriate. ◦Certain situations may result in target compensation exceeding the market median, including demonstrated consistent high levels of performance, or scarcity of talent for a critical role where there is a need to offer a more competitive compensation package to attract such scarce talent. •Designing a compensation program that is more heavily weighted toward equity, as compared to the median of the market for allocation between equity and cash, to promote an ownership mentality and ensure shareholder alignment. •Promoting a team-based approach through the alignment of pay with Elanco’s results while enabling leadership to differentiate pay throughout the year to recognize performance. •Requiring that senior executives maintain a meaningful stock ownership interest to align their financial interests with those of shareholders. •Limiting perquisites and other non-performance-based elements of compensation. •Ensuring the program does not incentivize excessive risk taking. •Considering shareholder feedback through annual say-on-pay results, regular shareholder engagement and other sources when designing our compensation and benefit program. •Designing the program with consideration of the industry in which we operate and the impact of market conditions.

  44. Executive Compensation Philosophy and Practices

    | What We Do | | | | Balance short- and long-term strategic objectives and directly link compensation to shareholder value | | | Tie more than 90% of target CEO compensation to financial performance, stock price performance or both | | | Maintain robust stock ownership guidelines for NEOs and senior management | | | Maintain robust clawback policies – one policy addressing restatements and one addressing misconduct | | | Engage at least annually with shareholders to obtain feedback on executive compensation and other matters, recently resulting in changes to the design of our 2026 incentive programs | | | Engage an independent compensation consultant that performs no other work for us or our senior management |

  45. Executive Compensation Philosophy and Practices

    | What We Don't Do | | | | No pay design features that may have the potential to encourage excessive risk-taking | | | No excise tax gross-ups on NEO compensation | | | No employment agreements with any NEO | | | No hedging or pledging of our securities by any NEO | | | No single trigger change in control vesting or payments | | | No repricing of stock options without shareholder approval | | | No supplemental executive retirement, health or insurance benefits for NEOs | | | No significant perquisites | | | No guaranteed short-term incentives or equity awards | | | No dividends or dividend equivalents paid on unvested equity awards |

  46. Executive Compensation Process

    We consider peer group data in a benchmarking review. After this benchmarking review, the Committee attempts to establish compensation relative to the peer group median for each NEO. However, consistent with our compensation philosophy, the Committee can differentiate pay levels from those at peer companies based on the results of the aforementioned assessments as well as other factors the Committee believes are relevant, including, but not limited to, scarcity of talent for a critical role. In addition, the Committee may utilize a "glidepath" approach to gradually bring new or recently promoted executives’ compensation to market levels while they are establishing their individual performance records. See “—Compensation Benchmarking” below for more information about how the Committee uses peer group data in making executive compensation decisions. Finally, the Committee determines the specific metrics to be used to measure company performance for purposes of the annual cash incentive program and long-term performance share awards. The specific metrics selected for 2025 are described further in “—2025 NEO Compensation” below. The Committee believes that the use of certain non-GAAP metrics, such as Adjusted EBITDAR, which is Adjusted EBITDA plus research and development expense (excluding depreciation and amortization), to measure company performance is appropriate because it aligns pay with performance objectives that are commonly used by shareholders and other members of the investment community to evaluate our performance and it helps avoid inappropriate windfalls or penalties due to factors outside of management’s control. Both the goals and the financial performance are presented on a consistent non-GAAP basis. ROLE OF SHAREHOLDERS We are committed to continued engagement with our shareholders on various corporate governance topics, including executive compensation and related trends. Annually, we provide shareholders with the opportunity to cast an advisory vote on the compensation of NEOs. The Committee considers the feedback we receive during shareholder engagements, as well as the results of say-on-pay votes, when reviewing our executive compensation program. At the 2025 annual meeting of shareholders, 53.5% of the votes cast supported the say-on-pay proposal. Our 2025 compensation program was similar to our 2024 compensation program, which was supported by 93% of the votes cast at the 2024 annual meeting of shareholders. In light of the most recent say-on-pay vote, we engaged with our shareholders to better understand their views, to address their questions on our compensation program and to explain the Board’s strategy for long-term shareholder value creation. RESPONSIVENESS TO SHAREHOLDER FEEDBACK IN 2026 INCENTIVE DESIGN Our shareholder engagement efforts allow us to better understand our shareholders’ priorities and perspectives and provide useful input concerning these topics. We addressed questions about the multiple performance inputs that contribute to the ECE metric used in our annual cash incentive program and how they influence incentive compensation attainment. We similarly heard shareholders' input on the importance of aligning incentive compensation with long-term share outperformance, for example, with an rTSR modifier. This feedback informed the design of our incentive programs for 2026. We also heard input regarding the performance period of our PA program, which is currently two years. Following this engagement exercise, we made several changes to our 2026 incentive programs. Our 2026 annual cash incentives will retain the ECE metric and add a sales growth modifier pursuant to which payouts will be adjusted as much as 5% downward or 10% upward based on growth in sales against a target set at the beginning of the year. Equity-based long-term performance awards for the 2026-2027 performance period retain the Adjusted EBITDAR metric, which will be weighted 75%, and newly incorporate an rTSR metric, which will be weighted 25%. The rTSR metric compares Elanco's TSR to the Russell 1000 Healthcare Index, with payouts ranging from 0% of target for rTSR below the 25th percentile, 50% of target for rTSR at the 25th percentile, 100% of target for rTSR at the 50th percentile and 200% of target for rTSR at the 75th percentile, with a maximum payout equal to target if rTSR is negative. Finally, the Committee will continue to evaluate a longer performance period for performance awards after 2026. For more information about our shareholder engagement efforts, see “Corporate Governance—Shareholder Engagement” above.

  47. Executive Compensation Process

    ROLE OF THE COMPENSATION CONSULTANT The Committee directly engages an independent compensation consultant, WTW, that reports directly to the Chair of the Committee. The consultant meets regularly and as needed with the Committee and has direct access to the Chair during and between meetings. Among other duties, the consultant advises the Committee on competitive pay practices, assists with the determination of the peer group for compensation purposes and provides and analyzes compensation levels relative to market benchmarks. During 2025, WTW performed no other services for us or our executive officers outside of its engagement with the Committee. The Committee has the sole authority to retain and terminate its independent compensation consultant and approve its fees, which the Company pays. The Committee also considers the independence of the consultant in accordance with SEC and NYSE rules, and has concluded that nothing precludes WTW from independently advising the Committee. ROLE OF THE CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT The Committee also works with Mr. Simmons, our Chief Executive Officer, as well as our Executive Vice President, Human Resources, Corporate Communications and Administration and other members of senior management, to oversee our executive compensation program. At the Committee’s request, Mr. Simmons plays a key role in the process as it relates to executive officers other than himself, which includes the following: •recommending adjustments to annual base salaries and target annual cash incentive amounts; •recommending equity incentive awards under our long-term incentive plan; and •preparing an evaluation of each executive officer, including achievement of set objectives. The Committee considers Mr. Simmons’ evaluation and his direct knowledge of each NEO’s performance and contributions when making compensation decisions. However, Mr. Simmons is not present during Committee voting or deliberations regarding his own compensation, and the Committee solely determines and approves (subject to ratification by the independent members of our Board) each element of Mr. Simmons’ compensation. COMPENSATION BENCHMARKING To provide the appropriate context for executive pay decisions, the Committee, in consultation with WTW, assesses the compensation practices and pay levels of our peer group. In general, the Committee uses the peer group to benchmark: •Base Salary •Annual Cash Incentive •Long-Term Incentives (equity) •Executive Program Design •Industry Trend Analysis For 2025 executive compensation benchmarking, the Committee reviewed, in August 2024, the peer group selected in 2023 and determined to retain most of the peer group companies, which had median revenues of $4.3 billion, generally ranging from one-half to two times Elanco’s revenue. The Committee revised the peer group to remove Horizon Therapeutics because it was acquired in 2023 and thus did not release a proxy statement for that fiscal year. The Committee added Bausch Health Companies Inc. and Biogen Inc. to increase the representation of biotech and pharmaceutical companies in Elanco’s peer group, as the Committee feels that these industries are comparable to Elanco and require similar talent. The Committee also believed these companies share important characteristics with us, such as being our direct competitors, operating in a similar business model, or employing people with the unique skills required to operate an established biopharmaceutical company like ours.

  48. Executive Compensation Process

    Based on the advice of WTW, the following group of 18 companies was identified by the Committee as our peer group for 2025 executive compensation benchmarking.

  49. Executive Compensation Process

    The Committee periodically reviews our peer group and adds or removes companies in the peer group when appropriate to help ensure companies in the peer group are similar in size to us and appropriately reflect our business. In August 2025, the Committee revised the peer group to remove Catalent, Inc. because it was acquired in 2024 and Vertex Pharmaceuticals, Inc. due its size exceeding the targeted parameters. This updated peer group of 16 companies will be the peer group used for 2026 executive compensation benchmarking.

  50. 2025 NEO Compensation

    | Base Salary | Short-Term Incentives | Equity Awards | At-Risk Pay |

  51. 2025 NEO Compensation

    2025 ANNUAL BASE SALARY During 2025, base salaries for the NEOs were increased on average by 5%. These increases were established based on several factors, including peer group benchmarking, general external trends and performance in their roles.

  52. 2025 NEO Compensation

    (1)Mr. VanHimbergen commenced employment on July 7, 2025 and Mr. Young’s employment terminated on August 31, 2025, resulting in each receiving only a proportionate amount of the annual base salary listed above. (2)Dr. de Brabander’s compensation is paid in Euros and was 750,000 and 696,000 Euros in 2025 and 2024, respectively. Her 2025 salary has been converted to USD using the 2025 Euro to USD daily average rate of 1.1304 and her 2024 salary has been converted to USD using the 2024 Euro to USD daily average rate of 1.0820. Excluding the impact of foreign exchange rates, Dr. de Brabander’s base pay change from 2024 to 2025 represents a 7.8% increase in compensation actually received in Euros. 2025 ANNUAL CASH INCENTIVE In 2025, the Committee again selected Elanco Cash Earnings, or ECE, as the sole company performance measure under our annual cash incentive program, which was the fourth year using this measure for the annual cash incentive program. The annual cash incentive payout is based on the change in ECE compared to the prior year’s ECE, with the prior year’s ECE as the target for the subsequent year. This cash-based economic profit measure incentivizes both growth and return on capital invested in our business, and the Committee believes that it positively correlates with long-term total shareholder return. ECE encourages and rewards the NEOs for making decisions that benefit the business and its shareholders over the prior year. While ECE is a short-term metric, the cumulative effect of positive ECE over the long-term creates shareholder value. If ECE improves, shareholder value has been created. The Committee believes that this metric better aligns with our growth and value creation strategy, which is to drive innovation over relatively long product cycles through ongoing prudent investments in research and development ("R&D"). By incentivizing our business to earn more than our cost of capital on our investments on an annual basis over time, the Committee believes leadership will invest in and deliver profitable innovation to drive revenue growth, prudently manage expenses, efficiently use our assets and otherwise take actions designed to create long-term, sustainable shareholder value. This performance measure is also designed to create a more significant ownership mentality within Elanco by further aligning management’s interests with those of our shareholders. Key elements of the ECE calculation include: •Gross Investments – included to ensure our calculated capital charge of 8.5% creates rigorous accountability that is aligned with our core business model, we use a base of “Gross Investments.” We define Gross Investments as (i) an average of our Gross Operating Assets over the four calendar quarters of the performance year combined with (ii) the prior eight years, including the performance year, of Adjusted R&D Expenses. Starting in 2023, the Committee elected to normalize the historic R&D expense used in the Gross Investments calculation to account for the 2020 acquisition of Bayer Animal Health (BAH). To properly account for changes in R&D spend and appropriately reward management for prudently utilizing R&D resources, the Committee elected to use pro forma combined spend for the two entities for the years prior to the Bayer acquisition. This adjustment will continue until eight years after the Bayer acquisition, as R&D expenses remain in the Gross Investments total for eight years from the year of spend.

  53. 2025 NEO Compensation

    Each NEO was eligible to and did participate in our annual cash incentive program for 2025. Our annual cash incentive program allows the Committee to make adjustments based on the effects of acquisitions, divestitures, restructurings or special charges or gains, changes in corporate capitalization, accounting changes and/or events that are treated as extraordinary items for accounting purposes. The Committee may also reduce (but not increase) the actual payout of any individual’s annual cash incentive based on our performance and the Committee’s subjective assessment of the NEO’s overall individual performance; however, no such discretion was applied for 2025 payouts.

  54. 2025 NEO Compensation

    | Name | 2024 Annual Cash Incentive Target (%) | 2025 Annual Cash Incentive Target (%) | | Mr. Simmons | 130 | 130 | | Mr. VanHimbergen | — | 75 | | Dr. de Brabander | 75 | 80 | | Dr. Cabral | 75 | 80 | | Mr. Bettington | 70 | 70 | | Mr. Young(1) | 80 | 80 |

  55. 2025 NEO Compensation

    (1)Mr. Young remained eligible for his 2025 annual cash incentive for the full year, based on the Company’s actual performance, pursuant to the terms of his transition agreement. 2025 ANNUAL CASH INCENTIVE PAYMENTS In July 2024, Elanco divested our aqua business to better focus on high-value opportunities in both pet health and livestock sustainability. This divestiture also enabled significant deleveraging and interest expense savings, as cash generated from the transaction was used to pay down debt, better positioning us to deliver value to shareholders over time. Because of the nature of the ECE calculation, the interest and deleveraging benefits realized from the divestiture were not reflected in our ECE. Since the aqua business was accretive to ECE on a standalone basis, the mid-year divestiture caused a year-over-year decrease to ECE, as Elanco went from a full year of aqua contribution in 2023 to an approximate one-half year contribution in 2024. Then, in 2025, we experienced another decrease in ECE, as the one-half year of the aqua business contribution in 2024 decreased to zero in 2025, the first full year post-divestiture. To not cause undue penalty for a divestiture that was both favorably received by shareholders and had significant financial benefits not captured by ECE, the Committee decided in the second half of 2024 to remove the aqua business from the ECE calculation used for the cash incentive payments for both 2024 and 2025.

  56. 2025 ECE Calculation

    | | Threshold | Target | Maximum | 2025 Actual Results | | ECE | $(858) million | $(509) million | $(160) million | $(477) million | | Payout | 0 % | 100% | 200% | 109% |

  57. 2025 Impact of Divestiture of Aqua Business

    | Category | 2024 ECE ($M) | 2025 ECE ($M) | Δ ECE ($M) | Bonus Multiple (%) | | Unadjusted | (499) | (477) | 22 | 106 | | Aqua Business Divestiture | (10) | — | 10 | 3 | | Results Excluding Aqua | (509) | (477) | 32 | 109 |

  58. 2025 Impact of Divestiture of Aqua Business

    | | 2025 Base Salary ($) | 2025 Target Bonus (%) | 2025 Company Achievement (%) | 2025 Bonus Payout ($) | | Mr. Simmons | 1,200,000 | 130 | 109 | 1,700,400 | | Mr. VanHimbergen(1) | 660,000 | 75 | 109 | 263,123 | | Dr. de Brabander(2) | 847,829 | 80 | 109 | 739,307 | | Dr. Cabral | 650,000 | 80 | 109 | 566,800 | | Mr. Bettington | 656,000 | 70 | 109 | 500,528 | | Mr. Young | 709,000 | 80 | 109 | 618,248 |

  59. 2025 Impact of Divestiture of Aqua Business

    (1)Mr. VanHimbergen’s 2025 bonus payout is pro-rated based on the portion of the year he was employed. (2)Dr. de Brabander’s bonus payout was 654,000 Euros. Her 2025 payout has been converted to USD using the 2025 Euro to USD daily average rate of 1.1304.

  60. Long-Term Incentive Awards

    Long-Term Incentive Awards To further incentivize shareholder value creation, we grant equity awards to our executive leadership under our long-term incentive plan, consisting of the following mix in 2025: 50% PAs, 25% RSUs and 25% stock options. Stock Options rewards absolute value creation and aligns our internal pay-for-performance strategy with continued equity appreciation for shareholders. This mix of equity awards is aligned with those of several companies in the peer group we use to benchmark our executive compensation program, as further described in “—Executive Compensation Process—Compensation Benchmarking” above. The long-term incentive component of the NEOs’ compensation is designed to align this critical compensation element with our key financial incentives and to focus leaders on achieving certain determined company performance objectives. In 2025, NEOs received the following annual grant equity awards: •PAs or performance stock units (50% of total award opportunity): These awards have the potential to vest at 0% to 200% of target after a two-year performance period beginning on the first day of the calendar year of grant and are earned based on our Adjusted EBITDAR over the performance period, subject to continued employment with us. •RSUs (25% of total award opportunity): These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. •Stock Options (25% of total award opportunity): These awards have the potential to vest in roughly one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with us. The Committee has the discretion to adjust PAs to take into account certain situations as set forth in the stock plan as follows: •the impact from the operations of any divestiture, such as a major product, business line or geography; •the impact of any acquisitions, significant collaborations, restructuring or external litigation; •foreign currency fluctuation impact of greater than a 2% change to applicable plan rates; •the impact of any non-GAAP adjustment, provided each adjustment is approved by the Committee; and/or •any unforeseen adjustment, provided such adjustment is approved by the Committee. No dividends or dividend equivalents accrue on either the PAs or the RSUs.

  61. 2025 Target Grant Values

    | Name | 2025 Annual Equity Grant ($) | | Mr. Simmons | 12,000,000 | | Mr. VanHimbergen(1) | 1,100,000 | | Dr. de Brabander | 2,042,000 | | Dr. Cabral | 1,815,000 | | Mr. Bettington | 1,400,000 | | Mr. Young(2) | 2,900,000 |

  62. 2025 Target Grant Values

    (1)Mr. VanHimbergen commenced employment on July 7, 2025 and received pro-rated annual equity awards with a total grant date fair value of $1,100,000, which was divided equally between restricted stock units and stock options. In addition, Mr. VanHimbergen received a make-whole equity award in the form of restricted stock units with a grant date fair value of $1,735,000. (2)Pursuant to Mr. Young’s transition agreement, he was entitled to vest in a pro-rata portion of his unvested equity awards, the remainder of which were forfeited.

  63. 2025 Target Grant Values

    | Name | Payout Date | Grant Date Fair Value(1) ($) | | Mr. Simmons | February 2027 | 6,000,000 | | Mr. VanHimbergen (2) | – | – | | Dr. de Brabander | February 2027 | 1,144,007 | | Dr. Cabral | February 2027 | 1,000,008 | | Mr. Bettington | February 2027 | 700,010 | | Mr. Young(3) | February 2027 | 1,450,010 |

  64. 2025 Target Grant Values

    (1)All awards were approved on February 19, 2025 and had a fair market value of $11.31 per share based on their grant date of March 3, 2025. (2)Mr. VanHimbergen did not receive any PAs due to commencing employment mid-way through the year. (3)Pursuant to Mr. Young’s transition agreement, he was entitled to accelerated vesting of a pro-rata portion of his unvested equity awards, and the remainder were forfeited.

  65. PAs Granted in 2024 That Were Paid Based Upon Performance at December 31, 2024 and 2025

    As discussed in our prior years’ CD&As, in 2023 the Committee made several changes to address non-operational factors impacting the Gross Investments calculation on both our Annual Cash Incentive and our PAs. The Committee changed the definition of Gross Investments to better align our variable pay programs with underlying business performance. The change to Gross Investments is described in the "2025 Annual Cash Incentive" section above. In the second half of 2024, the Committee reviewed the impacts of the mid-year 2024 aqua divestiture on the Performance Award EBITDAR metric. Using the same rationale as described in the "2025 Annual Cash Incentive" section above, the Committee elected to remove the aqua business from the PA calculations for both the 2024 and 2025 performance periods. An itemized breakdown of the changes approved during the performance periods of 2024 and 2025, and their resulting impact on Target Adjusted EBITDAR and the PA attainment multiple for the 2024 and 2025 periods of performance, are set forth in the table below. In aggregate, all changes decreased our Adjusted EBITDAR attainment for 2024 by $30 million, lowering our attainment by 9 percentage points. For 2025, attainment increased by $19 million or 5 percentage points. Because our final payout is an average of the two performance years, these adjustments reduced the final payout by 2 percentage points.

  66. 2024 PA Adjustments Summary - 2024 & 2025 Periods of Performance

    For the NEOs who received these awards in 2024, the number of our shares earned under the PAs is 106.08%, the average of the two payout multiples (103.97% for 2024 and 108.18% for 2025), multiplied by the target number of shares, which is set forth in the table below. Details on the vesting schedule of these awards are set forth below in “Executive Compensation Tables—Outstanding Equity Awards at December 31, 2025.”

  67. Restricted Stock Units

    Restricted Stock Units On March 3, 2025, each NEO, other than Mr. VanHimbergen, also received RSUs under the 2018 Stock Plan. These time-based awards are designed to align the interests of the NEOs with the interests of our shareholders by promoting the retention of our NEOs over the longer term. RSUs vest in equal installments each year over a three-year period. The grant date fair values for these awards are reported in the table below.

  68. Restricted Stock Units

    | Name | Vesting Date | Grant Date Fair Market Value(1) ($) | | Mr. Simmons | March 2028 | 3,000,000 | | Mr. VanHimbergen | July 2028 | 550,000 | | Dr. de Brabander | March 2028 | 572,003 | | Dr. Cabral | March 2028 | 500,004 | | Mr. Bettington | March 2028 | 350,011 | | Mr. Young (2) | March 2028 | 725,005 |

  69. Restricted Stock Units

    (1)All awards had a fair market value of $11.31 per share based on the grant date of March 3, 2025, other than Mr. VanHimbergen’s award, which had a fair market value of $20.80 per share based on the grant date of October 1, 2025. Mr. Simmons’ award was approved by the independent directors of the Board on February 19, 2025. All other NEO awards, other than for Mr. VanHimbergen, were approved by the Committee on February 19, 2025. Mr. VanHimbergen’s award, which was approved by the Committee on April 28, 2025, reflects a pro-rated award based on his employment commencement date of July 7, 2025. Mr. VanHimbergen also received a make-whole RSU with a fair market value of $1,735,000 that is not reported in the table above. (2)Pursuant to Mr. Young’s transition agreement, he was eligible to accelerated vesting of a pro-rata portion of his unvested equity awards.

  70. Restricted Stock Units

    | Elanco Animal Health Incorporated | 59 | 2026 Proxy Statement |

  71. Restricted Stock Units

    | Compensation Discussion & Analysis | Table of Contents |

  72. Stock Options

    Stock Options On March 3, 2025, each NEO, other than Mr. VanHimbergen, also received stock options under the 2018 Stock Plan. These time-based awards are designed to incentivize management to drive increases in stock price and align the interests of the NEOs with the interests of our shareholders. The number of stock options each NEO receives is determined by dividing each person’s stock option equity target value by the fair market value based on Black-Scholes modeling as of the grant date. Because the option exercise price is equivalent to the market close price on the grant date, the options require the stock to appreciate for our NEOs to realize any compensation. For the 2025 grants, based on the option fair market valuation of $5.39 and the exercise price of $11.31, our stock price would have to increase approximately 48% above the exercise price for our NEOs to realize the grant date fair market values shown in the table below. Stock options vest in equal installments each year over a three-year period. The number of stock options granted to each NEO was determined by dividing 25% of the target equity grant value applicable to such NEO by the option fair market value based on Black-Sholes modeling as of the grant date. The grant date fair values for these awards are reported in the table below.

  73. Stock Options

    | Name | Vesting Date | Grant Date Fair Market Value(1) ($) | | Mr. Simmons | March 2028 | 3,000,004 | | Mr. VanHimbergen | July 2028 | 550,000 | | Dr. de Brabander | March 2028 | 572,003 | | Dr. Cabral | March 2028 | 500,003 | | Mr. Bettington | March 2028 | 350,005 | | Mr. Young (2) | March 2028 | 725,004 |

  74. Stock Options

    (1)All awards had a fair market value of $5.39 per option based on Black-Scholes modeling as of their grant date of March 3, 2025, other than Mr. VanHimbergen’s award, which had a fair market value of $10.21 per share on the grant date of October 1, 2025. The grant date fair values of the above awards are based upon the assumptions described in Note 14: Stock Based Compensation to Elanco’s consolidated financial statements in its Annual Report for the year ended December 31, 2025 filed by Elanco on February 24, 2026. Mr. Simmons’ award was approved by the independent directors of the Board on February 19, 2025. All other NEO awards, other than for Mr. VanHimbergen, were approved by the Committee on February 19, 2025. Mr. VanHimbergen’s award, which was approved by the Committee on April 28, 2025, reflects a pro-rated award based on his employment commencement date of July 7, 2025. (2)Pursuant to Mr. Young’s transition agreement, he was entitled to accelerated vesting of a pro-rata portion of his unvested equity awards, which vested on August 31,2025. SPECIAL PERFORMANCE AWARDS FOR DR. DE BRABANDER To both motivate and retain critical talent for our future R&D success, the Committee granted special performance awards to Dr. de Brabander in both 2023 and 2024. The special 2023 award was settled in 2024 and the 2024 award vested March 31, 2026 as outlined below:

  75. Elanco Executive Severance Plan

    Elanco Executive Severance Plan Each NEO is eligible to participate in the Elanco Executive Severance Pay Plan, which defines the circumstances where an NEO is entitled to receive severance benefits in the event his or her employment with us is terminated. A description of the Elanco Executive Severance Plan and the benefits to which an NEO may be entitled is set forth in the narrative disclosure accompanying the table in “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control (as of December 31, 2025)” below.

  76. 2018 Change in Control Severance Pay Plan for Select Employees

    2018 Change in Control Severance Pay Plan for Select Employees Each NEO is eligible to participate in the Elanco 2018 Change in Control Severance Pay Plan for Select Employees, which provides severance benefits to an NEO in the event his or her employment with us is terminated following a change in control. A description of the Elanco 2018 Change in Control Severance Pay Plan for Select Employees and the benefits to which an NEO may be entitled is set forth in “Executive Compensation Tables — Payment Upon Termination or Change in Control (as of December 31, 2025) — Elanco Change in Control Severance Pay Plan for Select Employees” below.

  77. The Elanco Deferred Compensation Program

    The Elanco Deferred Compensation Program The NEOs may defer receipt of up to 100% of their annual cash incentive bonus, up to 70% of their base pay, and any of their on-cycle full-value equity awards (RSUs and PAs) under the Elanco Deferred Compensation Plan, which allows participants to save for retirement in a tax-effective way at minimal cost to us. Beginning with compensation earned in 2024, we augmented our deferred compensation program to remain competitive with comparable offerings among our peers, reinforce our ownership culture, and help retain key talent. Our enhanced plan extended eligibility to all members of US-based senior management, increased the available funding sources, and expanded the number of investment options, including a company stock matching enhancement for deferrals into Elanco stock. The expanded set of investment options now includes Elanco stock as well as a number of 401(k)-type fund options. Deferrals on up to 6% of base and bonus compensation allocated to Elanco stock are eligible for a 1:1 match, which has a two-year cliff vest. We believe further incentivizing stock ownership among our senior leaders, including our NEOs, reinforces our ownership culture and aligns management’s interests with shareholders’ interests. NEO participation in this unfunded and non-qualified plan is detailed in the “Executive Compensation Tables—Nonqualified Deferred Compensation” below.

  78. Employment Agreements

    Employment Agreements We do not have employment agreements with any of the NEOs. We do not provide excise tax payments, reimbursements, or gross-ups to any of the NEOs.

  79. Employment Offer Letter with Bob VanHimbergen, CFO

    Employment Offer Letter with Bob VanHimbergen, CFO Following the Committee’s review of market data on compensation for comparable positions, the Committee approved the compensation terms for Mr. VanHimbergen in connection with his hire as our Chief Financial Officer, which were set forth in an employment offer letter agreement dated May 20, 2025. Pursuant to the letter agreement, Mr. VanHimbergen’s initial annual compensation consisted of an annual base salary of $660,000, a target annual cash incentive opportunity equal to 75% of annual base salary earnings and annual target long-term incentive compensation valued at $2,645,000. For fiscal 2025, his annual cash incentive opportunity was pro-rated for the portion of the year he is employed, and his pro-rated long-term incentive compensation, valued at $1,100,000, was be divided equally between restricted stock units and stock options, which will vest ratably over three years on each annual anniversary of Mr. VanHimbergen’s commencement of employment. In addition, Mr. VanHimbergen received the following make-whole awards to incentivize him to join the Company and compensate him for awards that were forfeited from his prior employment: (i) a cash bonus of $890,000 that is subject to repayment as to a pro-rated amount of such bonus in the event that Mr. VanHimbergen leaves the Company during the first three years of employment for any reason other than an involuntary termination without cause and (ii) a restricted stock unit with a grant date fair value of $1,735,000 that vests ratably over three years on each annual anniversary of the commencement of Mr. VanHimbergen’s employment.

  80. Executive Compensation Recovery Policies

    Executive Compensation Recovery Policies All our incentive awards are subject to forfeiture upon termination of employment prior to the end of the performance or vesting period or for disciplinary reasons. The Committee adopted a Required Compensation Recovery Policy ("Required Policy") in compliance with SEC rules and NYSE listing standards that provides for the recoupment of Erroneously Awarded Compensation (as defined in the policy) during the covered period from the applicable former and current executive officers, including the NEOs, in the event we are required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement. The Required Policy was filed as an exhibit to the Company’s Annual Report for the year ended December 31, 2023. In addition, the Committee adopted a Supplemental Compensation Recovery Policy (the "Supplemental Policy") that gives the Committee broad discretion to claw back incentive payouts from any member of our senior management, which includes the NEOs, in the event of misconduct or a restatement of financials. Misconduct is defined as a material violation of law or policy that causes significant harm to Elanco (and includes failure by an individual in his or her supervisory responsibility to manage or monitor conduct or risks appropriately where such failure contributed materially to the harm caused to Elanco). The Supplemental Policy covers any incentive compensation awarded or paid to an employee at a time when he or she is a member of our senior management and, in the event of misconduct, includes any equity award and severance payments. Subsequent changes in status, including retirement or termination of employment, do not affect our rights to recover compensation under the policy. Recovery can extend back as far as three years.

  81. Equity Grant Timing Policy

    Equity Grant Timing Policy Our policy with respect to the timing of annual equity award grants for all eligible employees, including the NEOs, is to grant equity awards at the Committee’s regularly scheduled meeting during the first quarter of each year. Equity awards granted to new hires and other off-cycle grants are generally effective on the first trading day of the quarter following the hire or approval date. It is our policy not to time the granting of equity awards, including stock option awards, during periods in which there is material nonpublic information about our company.

  82. Summary Compensation Table

    Summary Compensation Table

  83. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jeffrey Simmons(5) President and CEO | 2025 | 1,200,000 | — | 9,000,000 | 3,000,004 | 1,700,400 | 25,352 | 14,925,756 | | | 2024 | 1,200,000 | — | 9,000,028 | 3,000,005 | 1,606,800 | 26,871 | 14,833,704 | | | 2023 | 1,200,000 | — | 8,400,005 | 2,800,003 | 1,232,400 | 30,761 | 13,663,169 | | Robert VanHimbergen(6) Executive Vice President and Chief Financial Officer | 2025 | 317,308 | 890,000 | 2,285,026 | 550,002 | 539,550 | 79,419 | 4,661,304 | | Ellen de Brabander(7) Executive Vice President, Innovation and Regulatory | 2025 | 847,829 | — | 1,716,010 | 572,003 | 739,307 | 36,081 | 3,911,229 | | | 2024 | 753,048 | — | 2,031,536 | 510,502 | 581,730 | 37,115 | 3,913,931 | | | 2023 | 709,748 | — | 2,031,513 | 510,502 | 392,491 | 39,480 | 3,683,732 | | Ramiro Cabral Executive Vice President, President International | 2025 | 650,000 | — | 1,500,011 | 500,003 | 566,800 | 26,952 | 3,243,767 | | | 2024 | 620,000 | — | 1,361,267 | 453,752 | 478,950 | 28,501 | 2,942,470 | | | 2023 | 592,000 | — | 1,275,015 | 425,001 | 327,376 | 31,362 | 2,650,754 | | Timothy Bettington(8) Executive Vice President, Center for Strategic Growth | 2025 | 656,000 | — | 1,050,020 | 350,005 | 500,528 | 26,952 | 2,583,505 | | | 2024 | 642,000 | — | 1,050,029 | 350,007 | 462,882 | 28,471 | 2,533,389 | | | 2023 | 486,528 | 100,000 | 1,000,008 | — | 269,591 | 197,835 | 2,053,962 | | Todd Young(9) Former Executive Vice President and Chief Financial Officer | 2025 | 477,096 | — | 2,175,000 | 725,004 | — | 1,377,789 | 4,754,889 | | | 2024 | 694,000 | — | 2,111,279 | 703,755 | 571,856 | 28,471 | 4,109,361 | | | 2023 | 661,400 | — | 1,961,267 | 653,753 | 418,005 | 32,296 | 3,726,720 |

  84. Summary Compensation Table

    | Elanco Animal Health Incorporated | 66 | 2026 Proxy Statement |

  85. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  86. Summary Compensation Table

    (1)This column shows the grant date fair value of the RSUs and PAs awarded to the NEOs in 2025, 2024 and 2023, computed in accordance with FASB ASC Topic 718, based upon the probable outcome of the performance conditions as of the grant date and the assumptions in Note 14: Stock-Based Compensation to our consolidated financial statements included in our 2025 Annual Report. The grant date fair value for PAs included in the “Stock Awards” column are based on the probable payout outcome anticipated at the time of grant which, for the PAs, was at target value. The table below shows the target and maximum payouts for the 2025 PAs included in this column of the “Summary Compensation Table.” All NEOs will receive their PA settlement at the payout date, except for Mr. Young, who has elected to defer settlement through our Elanco Deferred Compensation Plan. Mr. VanHimbergen did not receive a 2025 PA due to commencing employment mid-way through the year.

  87. Summary Compensation Table

    | Name | Award | Payout Date | Target Payout ($) | Maximum Payout ($) | | Mr. Simmons | 2025 PAs | February 2027 | 6,000,000 | 12,000,000 | | Dr. de Brabander | 2025 PAs | February 2027 | 1,144,007 | 2,288,013 | | Dr. Cabral | 2025 PAs | February 2027 | 1,000,008 | 2,000,015 | | Mr. Bettington | 2025 PAs | February 2027 | 700,010 | 1,400,020 | | Mr. Young | 2025 PAs | February 2027 | 1,450,010 | 2,900,020 |

  88. Summary Compensation Table

    Mr. Young's PAs scheduled to be paid out in February 2027 were accelerated as to a pro-rata portion of the PAs in connection with the termination of his employment on August 31, 2025, with the earned shares deferred pursuant to Mr. Young's deferral election. (2)For NEOs other than Mr. VanHimbergen, this column includes on-cycle Non-Qualified Stock Options, granted on March 3, 2025. These options vest ratably over three years on the anniversary of the grant date, and expire 10 years after the grant date, on March 3, 2035. For Mr. VanHimbergen, this column includes sign-on Non-Qualified Stock Options, granted on October 1, 2025. These options vest over three years on the anniversary of Mr. VanHimbergen’s hire date of July 7, 2025, and expire 10 years after the grant date, on October 1, 2035. The grant date fair value of all options is based upon the assumptions described in Note 14: Stock Based Compensation to Elanco’s consolidated financial statements in our 2025 Annual Report. (3)This column shows payments under the Elanco Corporate Bonus Plan (the “Elanco Bonus Plan”) for performance in 2025, 2024 and 2023. See “Compensation Discussion and Analysis—2025 Annual Cash Incentive” above for details on 2025 payouts for the NEOs under the Elanco Bonus Plan. (4)The 2025 amounts for Mr. Simmons, Mr. VanHimbergen, Dr. Cabral, Mr. Bettington and Mr. Young, include (i) Elanco contributions to the Elanco 401(k) Plan for each NEO, which equaled $24,500 for Mr. Simmons, Dr. Cabral and Mr. Bettington ($21,000 of matching contributions and $3,500 of discretionary contributions), $14,882 for Mr. VanHimbergen ($11,169 of matching contributions and $3,173 of discretionary contributions), and $21,000 for Mr. Young for matching contributions, all of which were consistent with the benefits available to similarly situated, U.S.-based Elanco employees; and (ii) any recognition program awards, imputed life insurance income, or Health Savings Account contributions. For Mr. VanHimbergen, the 2025 amount includes $69,528 of relocation reimbursement incurred above the standard package available to all Elanco U.S.-based employees. For Dr. de Brabander, the 2025 amount consists solely of (i) Elanco contributions to a retirement pension, which equaled $34,614 and is consistent with benefits available to similarly situated Netherlands-based employees; and (ii) any recognition programs, imputed life insurance income, and local allowances. For Mr. Young, the 2025 amount includes $1,354,621 of cash severance payments and benefits paid pursuant to the terms of his transition letter agreement described below. Mr. Young was also entitled to accelerated vesting of a pro-rata portion of his unvested equity awards, as described below. (5)Mr. Simmons’ 2025 salary includes $72,000 of base pay received as 5,081 DSUs of Elanco stock, and his 2025 non-equity incentive plan payout includes $102,024 received as 4,367 DSUs of Elanco stock, through our Elanco Deferred Compensation Plan. The plan and Mr. Simmons' deferrals are described in greater detail in the "Nonqualified Deferred Compensation" section below. (6)Mr. VanHimbergen joined Elanco in July 2025. The Bonus amount for Mr. VanHimbergen reflects his sign-on bonus. (7)Dr. de Brabander’s compensation, except for stock and option awards, is paid in Euros. 2025 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.1304. 2024 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0820. 2023 amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.0816. (8)Mr. Bettington joined Elanco in March 2023. The Bonus amount for Mr. Bettington in 2023 reflects his sign-on bonus. (9)Mr. Young ceased serving as Executive Vice President and Chief Financial Officer in July 2025 and continued to serve as an advisor, in a non-executive capacity, through August 31, 2025. In connection with Mr. Young's involuntary termination of employment, he was entitled to receive severance payments and benefits pursuant to the Elanco Executive Severance Plan and his transition letter agreement, which are described below.

  89. Summary Compensation Table

    | Elanco Animal Health Incorporated | 67 | 2026 Proxy Statement |

  90. Summary Compensation Table

    | Executive Compensation Tables | Table of Contents |

  91. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table summarizes the grants of plan-based awards to the NEOs during 2025 under each of the following plans: the Elanco Bonus Plan (a non-equity incentive plan) and the 2018 Stock Plan, which provides for the grant of PAs, RSUs and stock options. To receive a payout under the PAs or RSUs or to vest in stock options, a participant must remain employed with Elanco through the end of the relevant performance period or vesting date (except in the case of death, disability, retirement, or redundancy). No dividends or dividend equivalents, if any were to be declared and paid, would accrue on any equity awards.

  92. Grants of Plan Based Awards

    | | | Elanco Compensation and Human Capital Committee | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(7) ($) | | Name | Award | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Simmons | 2025 Elanco Bonus Plan | — | — | 1,560,000 | 3,120,000 | | | | | | | | | | 2025 PAs(2) | 3/3/25 | 2/19/25 | | | — | 530,504 | 1,061,008 | | | | 6,000,000 | | | 2025 RSUs(3) | 3/3/25 | 2/19/25 | | | | | | 265,252 | | | 3,000,000 | | | 2025 Elanco Options(4) | 3/3/25 | 2/19/25 | | | | | | | 556,587 | 11.31 | 3,000,004 | | Mr. VanHimbergen | 2025 Elanco Bonus Plan | — | — | 495,000 | 990,000 | | | | | | | | | | 2025 Make-Whole RSUs(5) | 10/1/25 | 4/28/25 | | | | | | 83,414 | | | 1,735,011 | | | 2025 Sign-on RSUs(5) | 10/1/25 | 4/28/25 | | | | | | 26,443 | | | 550,014 | | | 2025 Sign-on Options(6) | 10/1/25 | 4/28/25 | | | | | | | 53,869 | 20.8 | 550,002 | | Dr. de Brabander | 2025 Elanco Bonus Plan(8) | — | — | 590,089 | 1,180,178 | | | | | | | | | | 2025 PAs(2) | 3/3/25 | 2/19/25 | | | — | 101,150 | 202,300 | | | | 1,144,007 | | | 2025 RSUs(3) | 3/3/25 | 2/19/25 | | | | | | 50,575 | | | 572,003 | | | 2025 Options(4) | 3/3/25 | 2/19/25 | | | | | | | 106,123 | 11.31 | 572,003 | | Dr. Cabral | 2025 Elanco Bonus Plan | — | — | 520,000 | 1,040,000 | | | | | | | | | | 2025 PAs(2) | 3/3/25 | 2/19/25 | | | — | 88,418 | 176,836 | | | | 1,000,008 | | | 2025 RSUs(3) | 3/3/25 | 2/19/25 | | | | | | 44,209 | | | 500,004 | | | 2025 Options(4) | 3/3/25 | 2/19/25 | | | | | | | 92,765 | 11.31 | 500,003 | | Mr. Bettington | 2025 Elanco Bonus Plan | — | — | 459,200 | 918,400 | | | | | | | | | | 2025 PAs(2) | 3/3/25 | 2/19/25 | | | — | 61,893 | 123,786 | | | | 700,010 | | | 2025 RSUs(3) | 3/3/25 | 2/19/25 | | | | | | 30,947 | | | 350,011 | | | 2025 Options(4) | 3/3/25 | 2/19/25 | | | | | | | 64,936 | 11.31 | 350,005 | | Mr. Young | 2025 Elanco Bonus Plan | | | 567,200 | 1,134,400 | | | | | | | | | | 2025 PAs(2) | 3/3/25 | 2/19/25 | | | — | 128,206 | 256,412 | | | | | | | 2025 RSUs(3) | 3/3/25 | 2/19/25 | | | | | | 64,103 | | | 725,005 | | | 2025 Options(4) | 3/3/25 | 2/19/25 | | | | | | | 134,509 | 11.31 | 725,004 |

  93. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 68 | 2026 Proxy Statement |

  94. Grants of Plan Based Awards

    | Table of Contents | Executive Compensation Tables |

  95. Grants of Plan Based Awards

    (1)Target and maximum payouts for performance under the Elanco Bonus Plan. Bonus payouts range from 0% to 200% of target. The target and maximum amounts represent ECE attainments of $(509) million and $(160) million, respectively, per the plan approved by the Committee and inclusive of all aforementioned 2025 adjustments. (2)Represents the range of payouts for 2025 PAs. These PAs will pay out in February 2027, with payouts ranging from 0% to 200% of target. The grant date fair value of the PAs is based on the probable payout outcome at the time of grant. The grant date fair value assuming payout at target and maximum are listed for these awards in Note 1 to the “Summary Compensation Table” above. (3)Represents the shares underlying the 2025 RSUs. One-third of these shares vested on March 3, 2026, one-third of these shares will vest on March 3, 2027 and the remainder of these shares will vest on March 3, 2028. (4)Represents the shares underlying the 2025 stock options. One-third of these shares vested on March 3, 2026, one-third of these shares will vest on March 3, 2027, and the remainder of these shares will vest on March 3, 2028. (5)Represents the shares underlying both make-whole and sign-on RSUs. One-third of these shares will vest on July 7, 2026, one-third of these shares will vest on July 7, 2027 and the remainder of these shares will vest on July 7, 2028. (6)Represents the shares underlying sign-on stock options. One-third of these shares will vest on July 7, 2026, one-third of these shares will vest on July 7, 2027 and the remainder of these shares will vest on July 7, 2028. (7)Represents the grant date fair value of the equity awards granted in 2025 computed in accordance with FASB ASC Topic 718. For PAs, the grant date fair value is based upon the probable outcome of the performance conditions as of the grant date. (8)Amounts denominated in Euros have been converted to USD using the average daily rate of €1 to $1.1304.

  96. Grants of Plan Based Awards

    | Elanco Animal Health Incorporated | 69 | 2026 Proxy Statement |

  97. Grants of Plan Based Awards

    | Executive Compensation Tables | Table of Contents |

  98. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The closing price of our common stock on December 31, 2025, which was $22.63, was used to calculate the values in the table below.

  99. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Mr. Simmons | 2018 Options(1) | 109,642 | — | 31.61 | 10/20/28 | | | | | | | 2022 Options(2) | 234,160 | — | 28.94 | 3/1/32 | | | | | | | 2023 RSUs(3) | | | | | 84,548 | 1,913,321 | | | | | 2023 Options(4) | 374,848 | 193,104 | 11.26 | 3/1/33 | | | | | | | 2024 - 2025 Executive PAs(5) | | | | | | | 374,299 | 8,470,386 | | | 2024 RSUs(6) | | | | | 125,391 | 2,837,598 | | | | | 2024 Options(7) | 134,694 | 273,470 | 16.03 | 3/1/34 | | | | | | | 2025 - 2026 Executive PAs(11) | | | | | | | 530,504 | 12,005,306 | | | 2025 RSUs(9) | | | | | 265,252 | 6,002,653 | | | | | 2025 Options(10) | — | 556,587 | 11.31 | 3/3/35 | | | | | | Mr. VanHimbergen | 2025 Make-Whole RSUs(12) | | | | | 83,414 | 1,887,659 | | | | | 2025 Sign-on RSUs(12) | | | | | 26,443 | 598,405 | | | | | 2025 Sign-on Options(13) | — | 53,869 | 20.80 | 10/1/35 | | | | | | Dr. de Brabander | 2022 Options(2) | 38,522 | — | 28.94 | 3/1/32 | | | | | | | 2023 RSUs(3) | | | | | 15,416 | 348,864 | | | | | 2023 Options(4) | 68,342 | 35,208 | 11.26 | 3/1/33 | | | | | | | 2024 R&D Off-Cycle PA(8) | | | | | | | 34,154 | 772,905 | | | 2024 - 2025 Executive PAs(5) | | | | | | | 63,694 | 1,441,395 | | | 2024 RSUs(6) | | | | | 21,338 | 482,879 | | | | | 2024 Options(7) | 22,920 | 46,536 | 16.03 | 3/1/34 | | | | | | | 2025 - 2026 Executive PAs(11) | | | | | | | 101,150 | 2,289,025 | | | 2025 RSUs(9) | | | | | 50,575 | 1,144,512 | | | | | 2025 Options(10) | — | 106,123 | 11.31 | 3/3/35 | | | | |

  100. Outstanding Equity Awards at December 31, 2025

    | Elanco Animal Health Incorporated | 70 | 2026 Proxy Statement |

  101. Outstanding Equity Awards at December 31, 2025

    | Table of Contents | Executive Compensation Tables |

  102. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Dr. Cabral | 2018 Options(1) | 21,086 | — | 31.61 | 10/20/28 | | | | | | | 2022 Options(2) | 33,747 | — | 28.94 | 3/1/32 | | | | | | | 2023 RSUs(3) | | | | | 12,835 | 290,456 | | | | | 2023 Options(4) | 56,896 | 29,311 | 11.26 | 3/1/33 | | | | | | | 2024 - 2025 Executive PAs(5) | | | | | | | 56,613 | 1,281,152 | | | 2024 RSUs(6) | | | | | 18,966 | 429,201 | | | | | 2024 Options(7) | 20,372 | 41,363 | 16.03 | 3/1/34 | | | | | | | 2025 - 2026 Executive PAs(11) | | | | | | | 88,418 | 2,000,899 | | | 2025 RSUs(9) | | | | | 44,209 | 1,000,450 | | | | | 2025 Options(10) | — | 92,765 | 11.31 | 3/3/35 | | | | | | Mr. Bettington | 2024 - 2025 Executive PAs(5) | | | | | | | 43,669 | 988,229 | | | 2024 RSUs(6) | | | | | 14,630 | 331,077 | | | | | 2024 Options(7) | 15,714 | 31,906 | 16.03 | 3/1/34 | | | | | | | 2025 - 2026 Executive PAs(11) | | | | | | | 61,893 | 1,400,639 | | | 2025 RSUs(9) | | | | | 30,947 | 700,331 | | | | | 2025 Options(10) | — | 64,936 | 11.31 | 3/3/35 | | | | | | Mr. Young(14) | 2022 Options(2) | 57,622 | — | 28.94 | 12/31/26 | | | | | | | 2023 Options(4) | 70,064 | — | 11.26 | 12/31/26 | | | | | | | 2024 Options(7) | 47,396 | — | 16.03 | 12/31/26 | | | | | | | 2025 Options(10) | 22,194 | — | 11.31 | 12/31/26 | | | | |

  103. Outstanding Equity Awards at December 31, 2025

    (1)An award of nonqualified stock options granted after our 2018 initial public offering, which vested on October 20, 2021 and has a seven-year exercise period ending October 20, 2028. (2)Nonqualified stock options granted on March 1, 2022. One-third of the options underlying this grant vested March 1, 2023, one-third vested March 1, 2024, and the remainder vested March 1, 2025. (3)RSUs granted on March 1, 2023. One-third of the shares underlying this grant vested March 1, 2024, one-third vested March 1, 2025, and the remainder vested March 1, 2026. (4)Nonqualified stock options granted on March 1, 2023. One-third of the options underlying this grant vested March 1, 2024, one-third vested March 1, 2025, and the remainder vested March 1, 2026. (5)PAs granted for the 2024-2025 performance period, to the extent earned, vested following the close of the performance period. (6)RSUs granted on March 1, 2024. One-third of the shares underlying this grant vested March 1, 2025, one-third vested March 1, 2026, and the remainder will vest March 1, 2027.

  104. Outstanding Equity Awards at December 31, 2025

    | Elanco Animal Health Incorporated | 71 | 2026 Proxy Statement |

  105. Outstanding Equity Awards at December 31, 2025

    | Executive Compensation Tables | Table of Contents |

  106. Outstanding Equity Awards at December 31, 2025

    (7)Nonqualified stock options granted on March 1, 2024. One-third of the options underlying this grant vested March 1, 2025, one-third vested March 1, 2026, and the remainder will vest March 1, 2027. (8)This 2024 Special R&D Performance Award was granted to Dr. de Brabander to further incentivize regulatory milestones & pipeline development. The award vested following the close of the performance period on March 31, 2026. (9)RSUs granted on March 3, 2025. One-third of the shares underlying this grant vested March 3, 2026, one-third will vest March 3, 2027, and the remainder will vest March 3, 2028. (10)Nonqualified stock options granted on March 3, 2025. One-third of the options underlying this grant vested March 3, 2026, one-third will vest March 3, 2027, and the remainder will vest March 3, 2028. (11)PAs granted for the 2025-2026 performance period, to the extent earned, will vest following the close of the performance period. (12)This award was granted to Mr. VanHimbergen as part of his sign-on compensation package when he joined Elanco. One third of the shares underlying this grant vest on July 7, 2026, one third on July 7, 2027 and one third on July 7, 2028. (13)This award was granted to Mr. VanHimbergen as part of his sign-on compensation package when he joined Elanco. One third of the options underlying this grant vest on July 7, 2026, one third on July 7, 2027 and one third on July 7, 2028. (14)Pursuant to the terms of his transition letter agreement, Mr. Young was entitled to accelerated vesting of a pro-rata portion of his unvested restricted stock units, stock options and performance awards, as well as an extension of the expiration date of his stock options through December 31, 2026.

  107. Options Exercised and Stock Vested in 2025

    Options Exercised and Stock Vested in 2025

  108. Options Exercised and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mr. Simmons | — | — | 623,187 | 6,992,457 | | Mr. VanHimbergen | — | — | — | — | | Dr. de Brabander | — | — | 171,644 | 1,927,151 | | Dr. Cabral | — | — | 94,329 | 1,058,430 | | Mr. Bettington | — | — | 61,260 | 605,894 | | Mr. Young | 40,000 | 437,100 | 296,676 | 4,403,436 |

  109. Options Exercised and Stock Vested in 2025

    (1)Amounts reflect the market value of Elanco’s common stock on the date of exercise or vesting.

  110. Options Exercised and Stock Vested in 2025

    | Elanco Animal Health Incorporated | 72 | 2026 Proxy Statement |

  111. Options Exercised and Stock Vested in 2025

    | Table of Contents | Executive Compensation Tables |

  112. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  113. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025(1) ($) | | Mr. Simmons(1) | 174,024 | 194,936 | — | 423,804 | | Dr. Cabral | — | — | (246,997) | — | | Mr. Young (2) | 2,257,692 | 526,590 | — | 2,784,282 |

  114. Nonqualified Deferred Compensation

    (1)Contributions for Mr. Simmons consist of 9,448 DSUs of Elanco stock, comprised of $102,024 of deferred cash compensation earned through our Elanco Corporate Bonus Plan, and $72,000 of deferred cash compensation related to base pay deferrals. (2)Contributions for Mr. Young consist of the value of deferred PAs. Pursuant to the terms of his transition letter agreement. Mr. Young was entitled to accelerated vesting of a pro-rata amount of his unvested equity awards. The “Nonqualified Deferred Compensation” table above shows information about the Elanco Deferred Compensation Plan. Our executives may defer receipt of up to 70% of their base pay, 100% of their bonus, and any full-value equity awards under the Elanco Deferred Compensation Plan. Of our NEOs, Mr. Simmons, Mr. Young, and Dr. Cabral participate in the Elanco Deferred Compensation Plan. Mr. Young elected to defer his Performance Awards granted in 2024 and 2025, which were deferred when the awards vested as to a pro-rata portion of the awards in connection with Mr. Young's termination of employment. Starting with 2024 compensation earned, amounts deferred by executives under the plan are eligible for expanded investment options, including a notional 401(k)-style fund menu and notional Elanco stock. Deferrals made into Elanco stock receive a 1:1 company match up to 6% of a participant’s base and bonus pay. We believe that this company match enhancement, which cliff vests two years after the end of a given plan year, aligns the interests of our senior leaders with shareholders while also helping to retain key talent. Deferral elections for compensation earned in 2025 were made in the fourth quarter of 2024. Participants may elect to receive the funds in a lump sum or in as many as ten annual installments following termination of employment, or may elect in-service distributions payable in a lump sum or in up to five annual installments as early as the second year after the end of the plan year in which the funds were deferred. Once a distribution schedule is elected, it may not be cancelled or accelerated, except in the event of hardship as approved by the Compensation and Human Capital Committee. All deferral elections and associated distribution schedules are irrevocable. The Elanco Deferred Compensation Plan is unfunded and amounts deferred under the plan are subject to forfeiture in the event of our bankruptcy.

  115. Payments Upon Termination or Change in Control (As of December 31, 2025)

    Payments Upon Termination or Change in Control (As of December 31, 2025) The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the applicable NEOs would have been entitled upon a hypothetical termination of employment on December 31, 2025, in the circumstances described in the table. The closing price of our common stock on December 31, 2025, which was $22.63, was used to calculate the values in the table below. The narrative following the tabular disclosure below contains more detail on the treatment of certain equity awards upon a qualifying termination (defined as a termination due to death, disability, site or plant closing, or restructuring) of employment for the NEOs. Other than the payments and benefits described below, any agreement to provide severance payments or benefits would be at the discretion of the Compensation and Human Capital Committee. These severance benefits are contingent upon each executing a release of claims in favor of Elanco and agreeing to certain other customary post-employment covenants, except in the case of death.

  116. Payments Upon Termination or Change in Control (As of December 31, 2025)

    | Elanco Animal Health Incorporated | 73 | 2026 Proxy Statement |

  117. Payments Upon Termination or Change in Control (As of December 31, 2025)

    | Executive Compensation Tables | Table of Contents |

  118. Payments Upon Termination or Change in Control (As of December 31, 2025)

    | | Cash Severance Payment(1) ($) | Continuation of Medical / Welfare Benefits (present value) ($) | Value of Acceleration of Equity Awards ($) | Total Termination Benefits ($) | | MR. SIMMONS | | | | | | Termination due to death | — | — | 35,856,420(2) | 35,856,420 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 5,520,000 | 57,126(3) | 23,332,241(2) | 28,909,367 | | Non-qualified discharge not in connection with change in control | 5,520,000 | 57,126(3) | —(4) | 5,577,126 | | Qualifying termination in connection with change in control | 5,520,000 | 44,498(5) | 41,867,307(6) | 47,431,804 | | MR. VANHIMBERGEN | | | | | | Termination due to death | — | — | 2,584,644(2) | 2,584,644 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,155,000 | 8,277(3) | 278,190(2) | 1,441,467 | | Non-qualified discharge not in connection with change in control | 1,155,000 | 8,277(3) | —(4) | 1,163,277 | | Qualifying termination in connection with change in control | 2,310,000 | 13,430(5) | 2,584,644(6) | 4,908,074 | | DR. DE BRABANDER(7) | | | | | | Termination due to death | — | — | 7,242,263(2) | 7,242,263 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,526,092 | —(3) | 4,951,007(2) | 6,477,099 | | Non-qualified discharge not in connection with change in control | 1,526,092 | —(3) | —(4) | 1,526,092 | | Qualifying termination in connection with change in control | 3,052,183 | 832(5) | 8,388,345(6) | 11,441,361 | | DR. CABRAL | | | | | | Termination due to death | — | — | 5,656,697(2) | 5,656,697 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,170,000 | 30,334(3) | 3,652,129(2) | 4,852,463 | | Non-qualified discharge not in connection with change in control | 1,170,000 | 30,334(3) | —(4) | 1,200,334 | | Qualifying termination in connection with change in control | 2,340,000 | 47,154(5) | 6,658,520(6) | 9,045,673 | | MR. BETTINGTON | | | | | | Termination due to death | — | — | 3,664,651(2) | 3,664,651 | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,115,200 | 30,334(3) | 2,303,703(2) | 3,449,237 | | Non-qualified discharge not in connection with change in control | 1,115,200 | 30,334(3) | —(4) | 1,145,534 | | Qualifying termination in connection with change in control | 2,230,400 | 47,154(5) | 4,365,931(6) | 6,643,484 | | MR. YOUNG(8) | | | | | | Termination due to disability, reduction in force, or other qualified reason not in connection with change in control | 1,327,248 | 27,373(3) | 3,118,577(2) | 4,473,198 |

  119. Payments Upon Termination or Change in Control (As of December 31, 2025)

    (1)As of December 31, 2025, the NEOs were entitled to severance under the Elanco Change in Control Severance Pay Plan for Select Employees and the Elanco Executive Severance Plan.

  120. Payments Upon Termination or Change in Control (As of December 31, 2025)

    | Elanco Animal Health Incorporated | 74 | 2026 Proxy Statement |

  121. Payments Upon Termination or Change in Control (As of December 31, 2025)

    | Table of Contents | Executive Compensation Tables |

  122. Payments Upon Termination or Change in Control (As of December 31, 2025)

    (2)For Mr. Simmons, this amount includes 2023 RSUs, 2023 stock options, 2024-2025 Executive PAs, 2024 RSUs, 2024 stock options, 2025-2026 Executive PAs, 2025 RSUs, and 2025 stock options. For Mr. VanHimbergen, this amount includes 2025 Make-Whole RSUs, 2025 Sign-on RSUs, and 2025 stock options. For Dr. de Brabander, this amount includes 2023 RSUs, 2023 stock options, 2024 Special R&D PA, 2024-2025 Executive PAs, 2024 RSUs, 2024 stock options, 2025-2026 Executive PAs, 2025 RSUs, and 2025 stock options. For Dr. Cabral, this amount includes 2023 RSUs, 2023 stock options, 2024-2025 Executive PAs, 2024 RSUs, 2024 stock options, 2025-2026 Executive PAs, 2025 RSUs, and 2025 stock options. For Mr. Bettington, this amount includes 2024-2025 Executive PAs, 2024 RSUs, 2024 stock options, 2025-2026 Executive PAs, 2025 RSUs, and 2025 stock options. The value of all PAs are based on target level of performance. (3)See “Elanco Executive Severance Plan” below for a discussion of payments following a termination not related to a change in control. (4)Termination due to performance is not considered a qualifying termination under the 2018 Stock Plan and the applicable grant agreements. (5)See “Elanco Executive Change in Control Severance Pay Plan for Select Employees” below for a discussion of payments following a change in control. (6)Includes the acceleration of RSUs, PAs, 2024 Special R&D PA, stock options and sign-on RSUs, as applicable, upon the event of certain qualifying terminations following a change in control. The value of all PAs are based on target level of performance. (7)Amounts paid in Euros have been converted to USD using the average daily rate of €1 to $1.1304. (8)Amounts for Mr. Young reflect the payments and benefits he received pursuant to the Elanco Executive Severance Plan and Mr. Young's transition letter agreement in connection with his involuntary termination of employment. The cash severance payment includes $709,000, equal to one year of base salary, and $618,248 for the payout of Mr. Young's full 2025 annual cash incentive award based on actual results pursuant to his transition letter agreement. The value of acceleration of equity awards reflects the accelerated vesting of a pro-rata portion of Mr. Young's unvested equity awards pursuant to the terms of his transition letter agreement.

  123. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and Chief Executive Officer, Jeffrey Simmons. We do not believe there has been any change in either our employee population or our employee compensation arrangements or practices that would significantly impact our 2025 pay ratio disclosure and, therefore, we used the same median employee we identified for 2024. We identified our median employee on December 31, 2024, using our employee population on December 31, 2024, by approximating the annual total direct compensation of our non-contingent employees. Specifically, we identified the median employee by looking at annual base pay, bonus opportunity at target and the grant date fair value for standard equity awards. We calculated his or her 2025 total annual compensation in accordance with the requirements of the “Summary Compensation Table” above. For 2025, the annual total compensation of our median employee was $82,675. Mr. Simmons’ annual total compensation for 2025, as reported in the “Summary Compensation Table” above, was $14,925,756. The ratio of Mr. Simmons’ total compensation to the median employee’s total compensation was 181:1.

  124. CEO Pay Ratio

    | Elanco Animal Health Incorporated | 77 | 2026 Proxy Statement |

  125. CEO Pay Ratio

    | Pay Versus Performance |

  126. Pay Versus Performance Table

    Pay Versus Performance Table The table and disclosure below provides information about the relationship between “compensation actually paid” (“CAP”) to our NEOs and certain Company financial performance metrics. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table (“SCT”) on page 68. See below for a reconciliation of the total compensation shown in the SCT to CAP. The Compensation and Human Capital Committee makes executive compensation decisions independent of SEC disclosure requirements and reviews a variety of Company-wide and individual factors to link CAP to our Company and executive performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” above.

  127. Pay Versus Performance Table

    | | Summary Comp. Table Total for CEO(1)(2) ($) | | Average Summary Comp. Table Total for non-CEO NEOs(1)(2) ($) | Average Comp. Actually Paid to non-CEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | Comp. Actually Paid to CEO(1)(2) ($) | | | Total Shareholder Return(3) ($) | S&P 500 Pharmaceuticals Index TSR(3) ($) | Net Income (Loss) ($) | Adjusted EBITDA(4) ($) | | 2025 | 14,925,756 | 37,809,296 | 3,830,938 | 5,381,195 | 74 | 188 | (232,000,000) | 901,000,000 | | 2024 | 14,833,704 | 9,230,819 | 3,374,788 | 2,395,892 | 39 | 148 | 338,000,000 | 910,000,000 | | 2023 | 13,663,169 | 17,319,899 | 3,028,792 | 3,573,716 | 49 | 137 | (1,231,000,000) | 979,000,000 | | 2022 | 12,713,632 | (2,017,094) | 2,782,450 | 863,887 | 40 | 136 | (78,000,000) | 1,017,000,000 | | 2021 | 12,060,015 | 16,525,957 | 3,202,470 | 3,753,652 | 93 | 126 | (483,000,000) | 1,059,000,000 |

  128. Pay Versus Performance Table

    (1)For 2025, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Robert VanHimbergen- Executive Vice President and Chief Financial Officer, Mr. Todd Young- Former Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation and Regulatory; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Tim Bettington, Executive Vice President, Global Strategy and Market Development. For 2024, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation and Regulatory; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Tim Bettington, Executive Vice President, Global Strategy and Market Development. For 2023, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation and Regulatory; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Tim Bettington, Executive Vice President, Global Strategy and Market Development. For 2022, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Dr. Ellen de Brabander- Executive Vice President, Innovation, Regulatory, and Business Development; Dr. Ramiro Cabral- Executive Vice President, Elanco International; and Mr. Bobby Modi, Executive Vice President, U.S. Pet Health and Global Digital Transformation. For 2021, the CEO was our Chief Executive Officer Mr. Jeffrey Simmons, and the other NEOs were Mr. Todd Young- Executive Vice President and Chief Financial Officer; Mr. Aaron Schacht- Former Executive Vice President, Innovation, Regulatory, and Business Development; Ms. Joyce Lee- Former Executive Vice President, U.S. Pet Health and Commercial Operations; and Dr. Ramiro Cabral- Executive Vice President, Elanco International.

  129. Pay Versus Performance Table

    | Elanco Animal Health Incorporated | 78 | 2025 Proxy Statement |

  130. Pay Versus Performance Table

    | Table of Contents | Pay Versus Performance |

  131. Pay Versus Performance Table

    (2)A reconciliation of Total Compensation from the SCT to CAP to our Chief Executive Officer and the average of our Other NEOs is shown below. No dividends are paid on Elanco stock, so the table below does not include any reconciliation related to dividends paid in the years prior to vesting. Our NEOs do not participate in any pension plans, so the reconciliation covers equity awards only.

  132. Pay Versus Performance Table

    | | 2025 | | | Adjustments(a) | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 14,925,756 | 3,830,938 | | Adjustments for stock and option awards: | | | | Deduct: SCT amount of Stock and Option awards | (12,000,004) | (2,284,616) | | Add: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 26,108,860 | 2,861,736 | | Add: Fair value of awards granted during the fiscal year that vested during applicable fiscal year | — | 250,848 | | Add/Deduct: The difference between the fair value of awards from the end of the prior fiscal year(s) to the end of the applicable fiscal year for awards that are outstanding and unvested at year end | 9,553,168 | 877,719 | | Add: Change in fair value from the end of the prior fiscal year to the vesting date of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (778,483) | 17,201 | | Deduct: Change in fair value of awards granted during prior fiscal year that were forfeited during applicable fiscal year | — | (172,631) | | Compensation Actually Paid (as calculated) | 37,809,296 | 5,381,195 |

  133. Pay Versus Performance Table

    (a) All equity awards used to determine compensation actually paid to NEOs were re-valued according to FASB ASC Topic 718 and use materially consistent methodologies and assumptions as those used for purposes of grant date fair values reported in the SCT. (3)Total shareholder return (“TSR”) is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table. Upon review, it was determined that the amounts previously reported for the S&P 500 Pharmaceuticals Index TSR for 2021 - 2023 were inaccurate; those amounts have been adjusted in this year's table. (4)For 2025, the most important metric in determining CAP to our NEOs was our TSR, as an 87% increase in our share price was the primary driver in our year-over-year change in CAP. Our executives’ CAP is closely aligned with the returns of our shareholders because at-risk, stock based compensation represents the majority of our executives' total on-target earnings, at approximately 81% for our CEO and 57% for our NEOs. However, because TSR is already reported in the table, we have identified our Company Selected Measure as Adjusted EBITDA. This measure was selected because it is a critical component embedded in the metrics of both our 2024 Annual Cash Incentive program as well as our 2023 and 2024 Performance Awards. For 2024, the combination of our Annual Cash Incentive and Performance Awards at target made up nearly half of at-target NEO compensation, so changes in Adjusted EBITDA have a material impact on resulting multiples in both metrics, impacting CAP to our executives. The full reconciliation between our GAAP Net Income and Adjusted EBITDA can be found in Appendix A: “Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted Information.”

  134. Relationship between Pay and Performance

    | Pay Versus Performance | Table of Contents |

  135. Relationship between Pay and Performance

    | Table of Contents | Pay Versus Performance |

  136. Relationship between Pay and Performance

    | Pay Versus Performance | Table of Contents |