UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105354 / May 1, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22309

In the Matter of

Elanco Animal Health Inc.,

Respondent.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On November 12, 2024, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the

“Order”) 1 against Elanco Animal Health Inc. (the “Respondent”). In the Order, the Commission

found that Elanco failed to disclose material information concerning its sales practices that

rendered statements it made about its revenue growth misleading. From the first quarter of 2019

to the first quarter of 2020, Elanco relied on quarter-end incentives to its distributors so Elanco

could make sales to meet its internal quarterly revenue and core revenue growth targets

(“Incentivized Sales”). The Commission found that without these Incentivized Sales, Elanco

would have missed its internal revenue and core growth targets in each quarter in 2019.

Additionally, the Commission found that Elanco failed to disclose the use of Incentivized Sales

publicly, rendering positive statements it made about revenue materially misleading, and it failed

to warn investors of the impact Incentivized Sales could have on its future revenue. Elanco

decided to stop offering Quarter-End Incentivized Sales to distributors and to reduce channel

inventory in the first quarter of 2020, which impacted Elanco’s revenue and profits for the

quarter. On May 7, 2020, Elanco announced an expected $160 million decline in revenue for the

first and second quarters of 2020 that caused its share price to drop by over 13%.

As a result of the conduct described in the Order, Elanco violated Securities Act Sections

17(a)(2) and (3) and Exchange Act Section 13(a) and Rules 12b-20, 13a-1, 13a-11, 13a-13, and

13a-15(a) thereunder.

The Commission ordered the Respondent to pay a $15,000,000.00 civil money penalty to

the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

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Securities Act Rel. No. 11326 (Nov. 12, 2024).

Sarbanes-Oxley Act of 2002, to allow the penalty collected to be distributed to harmed investors

(the “Fair Fund”).

The Fair Fund consists of the $15,000,000.00 collected from the Respondent. The assets

of the Fair Fund are subject to the continuing jurisdiction and control of the Commission. The

Fair Fund and has been deposited in a Commission-designated account at the U.S. Department of

the Treasury, and any interest accrued will be added to the Fair Fund.

On March 13, 2026, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”), 2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”), 3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to Ilana

Z. Sultan, United States Securities and Exchange Commission, 100 F Street, NE, Washington,

DC 20549-5876. The Notice also advised that all persons desiring to comment on the Proposed

Plan could submit their comments, in writing, within 30 days of the Notice. The Commission

received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund 4 to

investors who were harmed by the Respondent’s conduct described in the Order, in connection

with Elanco’s failure to disclose material information concerning its sales practices that rendered

statements it made about its revenue growth misleading. As calculated using the methodology

detailed in the Plan of Allocation, investors will be compensated for their losses on shares of

Elanco’s common stock, with trading symbol ELAN, purchased or acquired on May 9, 2019,

through May 6, 2020, inclusive.

Plan.

The Division of Enforcement now requests that the Commission approve the Proposed

Exchange Act Rel. No. 104992 (Mar. 13, 2026).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

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Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules, that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

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For the Commission, by the Division of Enforcement, pursuant to delegated authority. 6

Vanessa A. Countryman

Secretary

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17 C.F.R. § 201.1104.

17 C.F.R. § 200.30-4(a)(21)(iv).

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