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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ASHLAND INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2023, Mr. Jay V. Ihlenfeld and Mr. Brendan M. Cummins, current members of the Board of Directors ( the “Board”) of Ashland Inc. (“Ashland”), each decided to not stand for re-election and to cease serving as a director at Ashland’s next annual meeting of stockholders planned for January 23, 2024 (the “Annual Meeting”). Neither Mr. Ihlenfeld’s nor Mr. Cummins’ decisions not to stand for re-election is due to any disagreement with Ashland on any matter relating to Ashland’s operations, policies or practices.

Also, on June 22, 2023, the Board (“Board”) elected Mr. Sergio Pedreiro to serve on the Board effective July 1, 2023, until the Annual Meeting. Mr. Pedreiro will enter into Ashland’s standard Director Indemnification Agreement and receive compensation as a non-employee director in accordance with Ashland’s non-employee director compensation program described under the caption “Director Compensation” in Ashland’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 6, 2022. Under the non-employee director compensation program, Mr. Pedreiro will receive an annual grant of restricted stock units, prorated from the effective date of his appointment until the next annual award in January 2024. Mr. Pedreiro is expected to stand for election at the Annual Meeting. The Board has not approved committee assignments for Mr. Pedreiro at this time. Ashland intends to file an amendment to this Form 8-K when the Board approves such assignments.

A copy of the News Release issued on June 26, 2023, announcing the election of Mr. Pedreiro to the Board and the planned departure of Mr. Ihlenfeld and Mr. Cummins is attached to this Form 8-K as Exhibit 99.1 and incorporated into this Item 5.02 by reference.

Item 8.01 Other Events.

On June 26, 2023, Ashland issued a News Release relating to the election of Mr. Pedreiro to the Board and the planned departure of Mr. Ihlenfeld and Mr. Cummins.

A copy of the News Release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.