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 1.01 Entry into a Material Definitive Agreement.

On September 13, 2024, Ashland Inc., a Delaware corporation (“Ashland”), and certain of Ashland’s subsidiaries entered into the Fourth Amendment (the “Fourth Amendment”) to the Receivables Purchase Agreement dated as of March 17, 2021 (the “RPA”) by and among Ashland, Ashland Specialty Ingredients G.P., a Delaware general partnership (“ASI”), CVG Capital III LLC, a bankruptcy-remote special purpose entity and subsidiary of Ashland (the “SPE”), PNC Bank, National Association (“PNC”), as administrative agent, PNC Capital Markets LLC, as structuring agent, Ashland, as initial servicer, and certain other persons from time to time named as parties thereto as purchasers, group agents, LC banks and LC participants.

Pursuant to the Fourth Amendment, the accounts receivable securitization facility under the RPA will be in an amount of up to $80 million between September 13, 2024 to (and including) December 31, 2024, and up to $70 million from January 1, 2025 through the termination date of the RPA. Previously, the Third Amendment to the RPA dated as of April 14, 2023 provided that the accounts receivable securitization facility would be in an amount of up to $115 million between April and October of each year, and $100 million at all other times. In connection with the reduced size of the securitization facility, effective with the Fourth Amendment, Fifth Third Bank, National Association will no longer serve in any capacity with respect to the RPA. Additionally, the Fourth Amendment provides that the scheduled termination date for the RPA has been extended to September 11, 2026, and makes certain other updates to the RPA consistent with current market standards.

The foregoing summary of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Receivables Purchase Agreement, which was filed as Exhibit 10.2 to Ashland’s Current Report on Form 8-K on March 18, 2021, both of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in and incorporated into Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

* Filed herewith. Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to this agreement have been omitted. Ashland hereby undertakes to furnish supplemental copies of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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.