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

Date of Report (Date of earliest event reported): January 2026, 2026

ASHLAND INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	333-211719	81-2587835
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8145 Blazer Drive
Wilmington, Delaware		19808
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 302 995-3000

    

     Not Applicable 

    

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ASH	The New York Stock Exchange

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 5.07. Submission02 Departure of MattersDirectors toor aCertain VoteOfficers; Election of SecurityDirectors; HoldersAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AtOn January 26, 2026, the ~~annual~~Compensation ~~meeting~~Committee ~~(“Annual~~of ~~Meeting”)~~the Board of ~~stockholders~~Directors of Ashland ~~held~~Inc. on(the ~~January~~“Company”) ~~20,~~approved ~~2026,~~ a ~~total~~one-time ofequity ~~45,762,099~~award ~~shares~~grant of(the ~~Common~~“One-Time ~~Stock,~~Award”) ~~representing~~to ~~90.94%~~Guillermo ofNovo, the ~~shares~~Company's ~~outstanding~~Chair and ~~eligible~~Chief toExecutive ~~vote~~Officer, ~~and~~pursuant ~~constituting~~to a ~~quorum,~~letter ~~were~~agreement ~~represented~~dated inJanuary ~~person~~26, or2026 by(the ~~valid~~"Letter ~~proxies.~~Agreement"), ~~The~~in ~~final~~recognition ~~results~~of ~~for~~Mr. ~~each~~Novo's ofmany contributions to the ~~matters~~Company ~~submitted~~and to aencourage ~~vote~~his ofcontinued ~~stockholders~~employment atwith the ~~Annual~~Company ~~Meeting~~through ~~are~~at ~~described~~least ~~below.~~December 31, 2028.

~~Proposal~~The ~~1: All~~One-Time Award has a award value of $2,000,000 and is allocated 100% to time-based restricted stock units ("RSUs") that will cliff-vest on December 31, 2028, subject to Mr. Novo's continued employment with the ~~nominees~~Company through such vesting date. The One-Time Award will be granted on the first business day two days following the date the Company releases its Form 10-Q for ~~director~~the ~~were~~first ~~elected~~quarter toof ~~serve~~fiscal ~~until~~year 2026 (the ~~next~~"Grant ~~annual~~Date"). ~~meeting~~The number of ~~stockholders~~RSUs ~~and~~granted ~~until~~will ~~their~~be ~~respective~~determined ~~successors~~by ~~are~~dividing ~~elected~~the award value by the average of the closing per-share price of the Company's common stock over the last 25 trading days ending on and ~~qualified~~including the Grant Date, bywith the ~~votes~~resulting ~~set~~number ~~forth~~of inunits rounded down to the ~~table~~nearest ~~below:~~whole unit.

Nominee	For	Against	Abstain	Broker Non-Votes
Steven D. Bishop	37,690,628	182,935	31,896	3,711,606
Sanat Chattopadhyay	37,059,909	644,129	201,420	3,711,606
Suzan F. Harrison	37,309,662	395,837	199,962	3,711,606
Ashish K. Kulkarni	37,124,484	581,327	199,647	3,711,606
Susan L. Main	37,703,746	170,359	31,356	3,711,606
Guillermo Novo	37,087,627	786,294	31,536	3,711,606
Jerome A. Peribere	36,206,666	1,351,413	347,378	3,711,606
Scott A. Tozier	37,397,146	478,012	30,301	3,711,606

Except as otherwise provided in the Letter Agreement, the One-Time Award will be granted pursuant to the Company's 2021 Omnibus Incentive Compensation Plan and the standard form of restricted stock unit award agreement used under the Company's long-term incentive program. Notwithstanding the terms of Mr. Novo's offer letter dated October 8, 2019, or any standard award agreement, the One-Time Award is not eligible for accelerated vesting upon Mr. Novo's Retirement (as defined therein), and Mr. Novo has irrevocably waived any right to accelerated vesting of the One-Time Award in connection with a Retirement prior to December 31, 2028. For the avoidance of doubt, the provisions of the standard award agreement providing for pro-rated vesting upon a termination of employment without Cause will apply to the One-Time Award.

~~Proposal~~As ~~2: The~~a ~~appointment~~condition to receiving the One-Time Award, Mr. Novo has agreed to provide the Company with at least 180 days' advance notice if he intends to resign his employment without Good Reason (including due to his Retirement). Correspondingly, the Company has agreed to provide Mr. Novo with at least 180 days' advance notice if it intends to terminate his employment without Cause. These advance notice obligations will cease to apply upon and after a Change in Control, at which time the notice provisions of ~~Ernst~~Mr. &Novo’s ~~Young~~Change ~~LLP~~in Control Agreement (included as Exhibit 10.4 to Ashland’s ~~independent~~Form ~~registered~~10-Q ~~public~~filed ~~accounting~~on ~~firm~~January ~~for~~29, ~~fiscal~~2020) ~~2026~~will ~~was~~apply. ~~ratified~~Any bycapitalized terms used but not otherwise defined in the ~~stockholders~~Letter byAgreement have the ~~votes~~meanings ~~set~~assigned ~~forth~~to them in the ~~table~~Ashland ~~below:~~Inc. Senior Leadership Severance Plan.

For	Against	Abstain	Broker Non-Votes
41,483,293	109,138	24,628	3,711,606

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ProposalItem 3: The9.01 non-bindingFinancial advisoryStatements resolutionand approving the compensation paid to Ashland’s named executive officers, was approved by the stockholders by the votes set forth in the table below:Exhibits.

For	Against	Abstain	Broker Non-Votes
(d)	Exhibits
36,593,493	1,247,959	64,001	3,711,606
10.1	Letter Agreement, dated January 26, 2026, by and between Ashland Inc. and Guillermo Novo
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

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~~hereunto duly authorized.

			ASHLAND INC.
Date:	January 2227, 2026	By:	/s/ Robin E. Lampkin
			Robin E. LampkinSenior Vice President, General Counseland Secretary
			Robin E. LampkinSenior Vice President, General Counsel and Secretary

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