Ashland Inc 8-K, filed Jul 28, 2026
Ashland Inc. (ASH)
About this 8-K
Ashland Inc filed this 8-K on July 28, 2026, reporting on events of July 27, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
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
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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 1.01. Entry Into a Material Definitive Agreement.
The information set forth in Item 5.02 of this Current Report on Form 8-K (the “Form 8-K”) related to the Cooperation Agreement (as defined below) is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2026, the Board of Directors (the “Board”) of Ashland Inc. (the “Company”) appointed Peter Thomas and Allen Spizzo (each a “New Director” and collectively, the “New Directors”) to serve as independent directors, effective immediately, in each case with an initial term expiring at the Company’s 2027 annual meeting of stockholders (“2027 Annual Meeting”) and until his successor is elected and qualified. With the appointment of Mr. Thomas and Mr. Spizzo, the Board now consists of eleven members, ten of whom are independent directors. The Board also determined to reduce the size of the Board to ten members effective immediately prior to the opening of the polls at the 2027 Annual Meeting.
Peter Thomas brings more than three decades of executive leadership in specialty chemicals and materials, alongside public company board experience spanning compensation, capital allocation and independent oversight roles. Mr. Thomas served as Chair, Chief Executive Officer and President of Ferro Corporation until its sale to Prince International Corporation in 2022. Before that appointment, he served as the Operating Vice President of Ferro's Polymer and Ceramic Engineered Materials Group. Prior to Ferro, Mr. Thomas served in a variety of leadership roles at Witco Corporation, including Vice President of the Oleochemical-Derivatives business, Vice President of Sales and Global Market Director. He previously served as an independent director of Berry Global until its sale to Amcor in 2025, where he served on the Compensation and Talent Development Committee and the Capital Allocation Advisory Committee. He also served as Lead Independent Director of Innophos Holdings, Inc. until its acquisition by One Rock Capital Partners in 2020. Mr. Thomas has a B.S. in Chemistry and Biochemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University.
Allen Spizzo is an investment advisor and trustee for the Dr. William Joyce family office and a business consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries. He brings substantial financial and strategic industry expertise to the Board. Previously, Mr. Spizzo served as Vice President and Chief Financial Officer of Hercules Incorporated until its sale to Ashland in 2008. Prior to that appointment, he served in a variety of leadership roles at Hercules, including business management, mergers and acquisitions, business development, strategic planning and investor relations. He currently serves on the board of Liberty Waste Solutions and previously served as a director of several companies, including Pattern Health Technologies, Ferro Corporation, Periphas Capital Partnering Corporation, A. Schulman, Inc. and OM Group. Mr. Spizzo has a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from the University of Akron.
Mr. Thomas and Mr. Spizzo will be entitled to participate in the compensation program for the Company’s independent directors which is described in the Director Compensation section of the Company’s Proxy Statement for the Company’s 2026 annual meeting of stockholders on file with the Securities and Exchange Commission. Under the non-employee director compensation program, the New Directors will receive annual grants of restricted stock units, prorated from the effective date of their appointments until the next annual awards in January 2027. The New Directors are also expected to be included as director nominees at the Company’s 2027 Annual Meeting.
Other than the Cooperation Agreement, there is no other arrangement or understanding between Mr. Thomas or Mr. Spizzo and any other persons pursuant to which Mr. Thomas or Mr. Spizzo was appointed as a director of the Company. There are no related person transactions as defined in Item 404(a) of Regulation S-K between the Company and either of Mr. Thomas or Mr. Spizzo.
Also on July 27, 2026, the Board has formed, as an advisory committee of the Board, the Capital Allocation Advisory Committee (the “Advisory Committee”) to support and make recommendations to the Board regarding, among other things, the Company’s capital allocation strategy. The Advisory Committee will initially be composed of five voting members: Bertrand Loy, Susan L. Main, Mr. Spizzo, Mr. Thomas and Scott A. Tozier. Mr. Tozier will serve as Chair of the Advisory Committee and Mr. Thomas will serve as Vice Chair of the Advisory Committee. Guillermo Novo, the Chair of the Board and the Company’s Chief Executive Officer, will serve as a non-voting member of the Advisory Committee.
Also on July 27, 2026, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Ancora Holdings Group, LLC (“Ancora”) and the other persons and entities listed on Schedule A thereto (together with Ancora, the “Investor Group”) regarding the appointment of Mr. Thomas and Mr. Spizzo and the formation of the Capital Allocation Advisory Committee as described above. Pursuant to the Cooperation Agreement, the Investor Group agreed to abide by certain voting commitments, customary standstill obligations and mutual non-disparagement provisions, which obligations will remain in effect until the earlier of: (i) 30 days prior to the notice deadline for the submission of stockholder director nominations for the Company’s 2028 annual meeting of stockholders (the
“2028 Annual Meeting”) pursuant to the Company’s By-Laws (the “By-Laws”), and (ii) 110 days prior to the first anniversary of the 2027 Annual Meeting (the “Standstill Period”). If the Board irrevocably offers to renominate the New Directors for election at the Company’s 2029 annual meeting of stockholders (the “2029 Annual Meeting”) before the end of the Standstill Period and the Investor Group accepts such renomination, then the Standstill Period will automatically extend until the earlier of: (i) 30 days prior to the notice deadline for the submission of stockholder director nominations for the 2029 Annual Meeting pursuant to the By-Laws, and (ii) 110 days prior to the first anniversary of the 2028 Annual Meeting. The Cooperation Agreement will terminate upon the expiration of the last day of the Standstill Period, unless earlier terminated by mutual written agreement of the Company and the Investor Group.
If, during the Standstill Period, a New Director ceases to serve on the Board for any reason, so long as the Investor Group at that time and at all times since the date of the Cooperation Agreement beneficially owns in the aggregate at least 1.5% of the Company’s then-outstanding Common Stock, then the Investor Group shall identify a replacement director, subject to approval by the Board and its Governance & Nominating Committee, on the terms set forth in the Cooperation Agreement.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 28, 2026, the Company issued a press release announcing the appointments of Mr. Thomas and Mr. Spizzo to the Board and the entry into the Cooperation Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1, of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
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10.1 |
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99.1 |
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Cover Page Interactive Data File (embedded within 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 hereunto duly authorized.
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ASHLAND INC. |
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Date: |
July 28, 2026 |
By: |
/s/ Robin E. Lampkin |
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Robin E. Lampkin |
Exhibit 10.1
EXECUTION VERSION
COOPERATION AGREEMENT
This Cooperation Agreement (“Agreement”), dated as of July 27, 2026, is made by and among Ashland Inc., a Delaware corporation (the “Company”), Ancora Holdings Group, LLC (“Ancora”) and the other persons and entities listed on Schedule A hereto (collectively with Ancora, the “Investor Group”). The Company and each member of the Investor Group are collectively herein referred to as the “Parties” and individually as a “Party.”
WHEREAS, the Company and representatives of the Investor Group have engaged in discussions regarding various matters concerning the Company, including matters concerning the Board of Directors of the Company (the “Board”);
WHEREAS, as of the date of this Agreement, the Investor Group Beneficially Owns (as defined below) common stock of the Company, par value $0.01 per share (the “Common Stock”), as set forth on Schedule A hereto; and
WHEREAS, the Parties have determined that it is in their respective best interests to come to an agreement with respect to the composition of the Board and certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
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The foregoing provisions of this Section 2(a) shall not be deemed to prevent any member of the Investor Group from: (i) communicating privately with the Board or any of the Company’s executive officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require the Company or any member of the Investor Group to make public disclosure with respect thereto; (ii) communicating privately with stockholders of the Company when such communications are not made with the intent or effect of otherwise violating this Section 2(a), Section 3 or any other provision of this Agreement; (iii) from and after the date that is the earlier of (x) 110 days prior to the notice deadline for the submission of stockholder director nominations for the 2027 Annual Meeting pursuant to the By-Laws, as currently in effect as of the date hereof, and (y) July 1, 2027, identifying potential director candidates to serve on the Board so long as such actions do not create a public disclosure obligation for the Investor Group or the Company, are not publicly disclosed by the Investor Group or its Affiliates and are undertaken on a basis reasonably designed to be confidential; (iv) making or sending private communications to investors in any member of the Investor Group or any of their Affiliates or prospective investors in any member of the Investor Group or any of their Affiliates, provided that such statements or communications (1) are based on publicly available information and (2) are not reasonably expected to be publicly disclosed and are understood by all parties to be confidential communications; or (v) taking any action to the extent necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over any member of the Investor Group. Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict in any way the New Directors in the exercise of their fiduciary duties under applicable law as directors of the Company.
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If to the Company:
Ashland Inc.
8145 Blazer Drive
Wilmington, Delaware 19808
Attention: Robin Lampkin, Senior Vice President, General Counsel and Secretary
Email: [***]
with a copy, which will not constitute notice, to:
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Attention: Christopher R. Drewry
Email: [***]
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If to the Investor Group or any member of the Investor Group:
Ancora Holdings Group, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
Attention: Fredrick D. DiSanto
Email: [***]
with a copy, which will not constitute notice, to:
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
Attention: Andrew Freedman
Email: [***]
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IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date first set forth above.
THE COMPANY: |
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ASHLAND INC. |
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/s/ Guillermo Novo |
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Name: Guillermo Novo |
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Title: Chief Executive Officer and Chair of the Board of Directors |
[Signature Page to Cooperation Agreement]
THE INVESTOR GROUP: |
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Ancora Bellator Fund, LP |
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Ancora Catalyst Institutional, LP |
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Ancora Catalyst, LP |
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Ancora Merlin Institutional, LP |
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Ancora Merlin, LP |
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By: |
Ancora Alternatives LLC, its Investment Advisor and General Partner |
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Ancora Holdings Group, LLC, its Sole Member |
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By: |
/s/ Fredrick D. DiSanto |
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Name: |
Fredrick D. DiSanto |
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Chairman and Chief Executive Officer |
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Ancora Alternatives LLC |
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By: |
Ancora Holdings Group, LLC, its Sole Member |
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By: |
/s/ Fredrick D. DiSanto |
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Name: |
Fredrick D. DiSanto |
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Chairman and Chief Executive Officer |
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Ancora Family Wealth Advisors LLC |
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Inverness Holdings LLC, its Sole Member |
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By: |
Ancora Holdings Group, LLC, its Sole Member |
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By: |
/s/ Fredrick D. DiSanto |
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Name: |
Fredrick D. DiSanto |
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Title: |
Chairman and Chief Executive Officer |
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Inverness Holdings LLC |
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By: |
Ancora Holdings Group, LLC, its Sole Member |
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By: |
/s/ Fredrick D. DiSanto |
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Name: |
Fredrick D. DiSanto |
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Title: |
Chairman and Chief Executive Officer |
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Ancora Holdings Group, LLC |
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[Signature Page to Cooperation Agreement]
By: |
/s/ Fredrick D. DiSanto |
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Name: |
Fredrick D. DiSanto |
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Title: |
Chairman and Chief Executive Officer |
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Fredrick D. DiSanto |
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By: |
/s/ Fredrick D. DiSanto |
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Fredrick D. DiSanto |
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[Signature Page to Cooperation Agreement]
The newly formed Capital Allocation Advisory Committee will support and make recommendations to the Board regarding the company’s capital allocation approach and strategic planning. The Committee will be chaired by current director Scott Tozier, joined by fellow directors Bertrand Loy and Susan L. Main, as well as Peter Thomas and Allen Spizzo. Guillermo Novo will serve as a non-voting member of the Committee.
Under the terms of the Agreement, Ancora has agreed to customary standstill, voting commitments and other provisions. A complete copy of the Agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
Citi and Lazard are serving as financial advisors and Latham & Watkins LLP is serving as legal counsel to Ashland. FGS Global is serving as strategic communications advisor. Olshan Frome Wolosky LLP is serving as legal counsel and Longacre Square Partners LLC is serving as strategy advisor to Ancora.
About Peter Thomas
Peter Thomas brings more than three decades of executive leadership in specialty chemicals and materials, alongside public company board experience spanning compensation, capital allocation and independent oversight roles. Mr. Thomas served as Chairman, Chief Executive Officer and President of Ferro Corporation until its sale to Prince International Corporation in 2022. Before that appointment, he served as the Operating Vice President of Ferro's Polymer and Ceramic Engineered Materials Group. Prior to Ferro, Mr. Thomas served in a variety of leadership roles at Witco Corporation, including Vice President of the Oleochemical-Derivatives business, Vice President of Sales and Global Market Director. He previously served as an independent director of Berry Global until its sale to Amcor in 2025, where he served on the Compensation and Talent Development Committee and the Capital Allocation Advisory Committee. He also served as Lead Independent Director of Innophos Holdings, Inc. until its acquisition by One Rock Capital Partners in 2020. Mr. Thomas has a B.S. in Chemistry and Biochemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University.
About Allen Spizzo
Allen Spizzo is an investment advisor and trustee for the Dr. William Joyce family office and a business consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries. He brings substantial financial and strategic industry expertise to the Board. Previously, Mr. Spizzo served as Vice President and Chief Financial Officer of Hercules Incorporated until its sale to Ashland in 2008. Prior to that appointment, he served in a variety of leadership roles at Hercules, including business management, mergers and acquisitions, business development, strategic planning and investor relations. He currently serves on the board of Liberty Waste Solutions and previously served as a director of several companies, including Pattern Health Technologies, Ferro Corporation, Periphas Capital Partnering Corporation, A. Schulman, Inc. and OM Group. Mr. Spizzo has a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from the University of Akron.
About Ashland
Ashland Inc. (NYSE: ASH) is a global additives and specialty ingredients company with a conscious and proactive mindset for environmental, social and governance (ESG). The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. Approximately 2,900 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – thrive on
developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com and ashland.com/ESG to learn more.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the U.S. Securities and Exchange Commission (“SEC”), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance, financial, operating cash flow and liquidity, as well as the economy and other future events or circumstances. These statements include, but are not limited to, expectations regarding the Agreement, Board size, matters related to the 2027 Annual Meeting, enhancements to shareholder value, and capital allocation strategy.
Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: Ashland’s aggressive growth goals and the extent to which such goals may be impacted by a failure to optimize our tangible and intangible assets, a failure to identify and integrate acquisition targets, any unexpected costs and liabilities associated with such acquisitions, and goodwill impairment; business disruptions stemming from natural, operational, and other catastrophic events, including disruptions to supply and logistics functions, manufacturing delays, and information technology system and network failures; climate change and related resource impacts; changes in consumer preferences and a reduction in demand for Ashland’s products; risks inherent in operating a global business, including tariffs and other trade policies, geopolitical instability and armed conflict, and challenges associated with hiring and managing a diverse workforce across countries with differing laws, regulations, and cultural practices; economic downturns and disruptions in the financial markets; Ashland’s substantial indebtedness, including the possibility that such indebtedness and related restrictive covenants may adversely affect our future cash flows, limit our ability to repay debt and obtain future financing, place Ashland at a competitive disadvantage, and make us more vulnerable to interest rate increases; our ability to develop and market new products and remain competitive in the markets in which we operate; our ability to pass increases in the costs of energy and raw materials to customers and to fulfill our contractual requirements with customers and vendors; downward pressures on prices and margins; the ability to attract and retain key employees and to provide for effective succession planning; cybersecurity risks, including disruptions to or failures in Ashland’s information technology systems and networks, malicious cyberattacks, and the inadvertent or accidental disclosure or loss of proprietary or sensitive information; Ashland’s ability to effectively protect and enforce its intellectual property rights; exposure to products liability claims; risks related to compliance with environmental, health, and safety regulations, including the potential for costly litigation, remediation, and settlement actions; exposure to pending and threatened asbestos-related litigation; changes in the legal and regulatory landscapes in which we operate; changes in taxation or adverse tax rulings; and, without limitation, risks and uncertainties affecting Ashland that are described in
Part I, Item 1A, Risk Factors of Ashland’s most recent Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 20, 2025, as such factors may be updated from time to time in its other filings with the SEC, which are available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise.
™ Trademark, Ashland or its subsidiaries, registered in various countries.
FOR FURTHER INFORMATION:
Investor Relations: |
Media Relations: |
Sandy Klugman |
Carolmarie C. Brown |
+1 (302) 594-7777 |
+1 (302) 995-3158 |
sandy.klugman@ashland.com |
ccbrown@ashland.com |
FGS Global
ashland@fgsglobal.com
For ANCORA
Longacre Square Partners LLC
Bela Kirpalani, 646-386-0091
bkirpalani@longacresquare.com