[Form 4] Elanco Animal Health Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Oxford Square Capital Corp. (NASDAQ: OXSQ) has released its 2025 Definitive Proxy Statement ahead of the 20 August 2025 Annual Meeting at its Greenwich, CT headquarters.

• Proposals: (1) election of Barry A. Osherow as the sole Class II director (term expiring 2028); (2) ratification of PricewaterhouseCoopers LLP (PwC) as independent auditor for FY-2025.
• Board structure: five-member, staggered board; 60% classified as independent. Steven P. Novak continues as Independent Chairman.
• Ownership: Directors & officers collectively hold 6.53 million shares (8.6 % of 76.0 million outstanding). CEO Jonathan H. Cohen and affiliated entities own 3.0 %, making him the largest individual insider.
• Auditor fees: PwC audit fees declined to $947,995 in 2024 from $1.08 million in 2023; no tax or other fees were incurred.
• Compensation: Independent directors earn a base $90,000 plus committee/board chair retainers and meeting fees; no equity awards are granted.
• Governance highlights: Four fully independent committees (Audit, Valuation, Nominating & Governance, Compensation) oversee risk, valuation, and advisor oversight. The Investment Advisory Agreement with Oxford Square Management was renewed on 22 April 2025 after the board reviewed fees, performance and adviser profitability.
• Quorum & voting: record date 25 June 2025; majority of outstanding shares (38.0 million) required for a quorum. Brokers may vote only on Proposal 2.

The board unanimously recommends voting FOR both proposals. No other substantive matters are scheduled.

Positive

• Audit fees declined to $947,995 in 2024 versus $1.08 million in 2023, reflecting cost control.
• Majority-independent board with four independent committees enhances oversight.
• Insider ownership of 8.6 % aligns management with shareholders to some extent.
• Board reaffirmed PricewaterhouseCoopers LLP, maintaining audit continuity and expertise.

Negative

• Staggered (classified) board permits only one of five directors to face election annually, limiting shareholder influence.
• Audit fees remain close to $1 million despite decline, representing a meaningful cost for a company of OXSQ’s size.
• Independent directors’ personal shareholdings are modest (some under 0.05 %), offering limited ownership alignment.

Insights

Corporate Governance Expert

TL;DR Routine proxy with staggered board; independent oversight appears adequate; no material governance red flags.

The filing is a standard annual proxy focused on electing one director and ratifying PwC. A majority-independent board with four fully independent committees satisfies NYSE and 1940 Act requirements. Renewal of the advisory contract followed a detailed review of fee levels, adviser profitability and comparative performance, providing transparency. Auditor fees fell 12 % YoY, signalling modest cost discipline. However, the staggered structure limits annual board accountability and only 8.6 % insider ownership may dilute alignment. Overall governance practices meet prevailing BDC norms and should not materially alter investor risk.

Portfolio Manager

TL;DR No market-moving items; proposals are routine and unlikely to impact OXSQ share value.

From a portfolio perspective the proxy contains no changes to dividend policy, leverage targets or investment strategy. The sole director nominee brings middle-market credit experience but does not alter board composition meaningfully. Auditor re-ratification is expected and audit fees remain below 1 % of net assets, posing negligible earnings impact. With no share-based compensation or share-issuance proposals, dilution risk is unchanged. Investors should view this filing as procedural; attention stays on portfolio performance and future distributions rather than governance adjustments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McArdle Grace

(Last) (First) (Middle)

C/O ELANCO ANIMAL HEALTH INCORPORATED

2500 INNOVATION WAY

(Street)

GREENFIELD IN 46140

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elanco Animal Health Inc [ ELAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, MANUFACTURING AND QUALITY

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/03/2025		F		4,346(1)	D	$14.64	76,049	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares tendered to the Company to cover the Reporting Person's tax liability upon vesting of restricted stock units previously awarded under the Amended and Restated 2018 Elanco Stock Plan.

	/s/ Amy C. Seidel, as Attorney-in-Fact for Grace McArdle	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When and where is Oxford Square Capital’s 2025 Annual Meeting?

The meeting is scheduled for 20 August 2025 at 9:00 a.m. ET in the second-floor conference room, 8 Sound Shore Drive, Greenwich, CT 06830.

What proposals are shareholders voting on for OXSQ (NASDAQ: OXSQ)?

Shareholders will vote on two items: (1) electing Barry A. Osherow as director, and (2) ratifying PwC as independent auditor for FY-2025.

How much does Oxford Square Capital pay its independent directors?

Each independent director receives a $90,000 annual retainer plus meeting fees and chair retainers; the Chairman of the Board earns an extra $30,000.

Did audit fees change year over year for OXSQ?

Yes. Audit fees declined to $947,995 for 2024 from $1,079,903 in 2023, with no tax or other fees billed.

What percentage of Oxford Square Capital’s shares do insiders own?

Directors and executive officers as a group own 8.6 % of the 76,027,372 shares outstanding as of 25 June 2025.

Can brokers vote on the proposals without instructions?

Brokers may vote only on Proposal 2 (auditor ratification). Proposal 1 is classified as non-routine and requires client instructions.