Ashland (NYSE: ASH) appoints Bertrand Loy to board and key committees

Rhea-AI Filing Summary

Ashland Inc. expanded its board of directors from eight to nine members and appointed Bertrand Loy as an independent director effective May 15, 2026. He will serve on the Audit Committee and the Governance and Nominating Committee.

Under Ashland’s non-employee director compensation program, Loy will receive a prorated annual grant of restricted stock units from his appointment date until the next annual award in January 2027 and is expected to stand for election at the 2027 Annual Meeting of Stockholders. A news release dated May 18, 2026, announcing his appointment is included as an exhibit.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size after change: 9 directors Board size before change: 8 directors Effective appointment date: May 15, 2026 +4 more

7 metrics

Board size after change 9 directors Board increased from eight to nine members on May 15, 2026

Board size before change 8 directors Board expanded from eight to nine directors

Effective appointment date May 15, 2026 Bertrand Loy’s appointment and committee service effective date

News release date May 18, 2026 Date of news release announcing Loy’s election

Next annual award timing January 2027 End of prorated restricted stock unit grant period

Employees Approximately 2,900 Number of Ashland employees described as passionate solvers

Countries served More than 100 countries Markets where Ashland serves customers

Key Terms

independent director, Audit Committee, Governance and Nominating Committee, restricted stock units, +1 more

5 terms

independent director financial

"appointed Mr. Bertrand Loy to serve as an independent director on the Board"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"Mr. Loy was also named to the Audit Committee as well as the Governance"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Governance and Nominating Committee financial

"Audit Committee as well as the Governance and Nominating Committee of the Board"

A governance and nominating committee is a group of board members responsible for setting the company’s rules for ethical behavior, board structure, and director selection. Think of it as a combined hiring panel and rule-maker that chooses qualified board candidates, plans leadership succession, and ensures the board operates transparently — actions that directly affect oversight quality, risk management, and long-term value for investors.

restricted stock units financial

"Under the non-employee director compensation program, Mr. Loy will receive an annual grant of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

forward-looking statements regulatory

"This news release contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

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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): May 15, 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

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

On May 15, 2026, the Board of Directors (the “Board”) of Ashland Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Mr. Bertrand Loy to serve as an independent director on the Board, effective the same day. Mr. Loy was also named to the Audit Committee as well as the Governance and Nominating Committee of the Board, with both appointments also taking effect on May 15, 2026.

Mr. Loy 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 2026 Annual Meeting of Stockholders on file with the Securities and Exchange Commission. Under the non-employee director compensation program, Mr. Loy will receive an annual grant of restricted stock units, prorated from the effective date of his appointment until the next annual award in January 2027. Mr. Loy is also expected to be included as a director nominee at the Company's 2027 Annual Meeting of Stockholders.

There are no arrangements or understandings between Mr. Loy and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. Loy that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the News Release issued on May 18, 2026, announcing the election of Bertrand Loy to the Board is attached to this Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits
99.1		News Release dated May 18, 2026.
104		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.

			ASHLAND INC.
Date:	May 18, 2026	By:	/s/ Robin E. Lampkin
			Robin E. Lampkin Senior Vice President, General Counsel and Secretary

News Release

Ashland Board appoints Bertrand Loy as new director

WILMINGTON, Del., May 18, 2026 – Ashland Inc. (NYSE: ASH) is announcing the appointment of Bertrand Loy to its board of directors, effective May 15, 2026. Loy currently serves as a director and the executive chair of Entegris Inc. (NASDAQ: ENTG), a leading supplier of advanced materials and process solutions for the semiconductor and high-technology industries and previously served as Entegris’ president and chief executive officer. He will serve on the board's audit and governance and nominating committees, also effective as of May 15, 2026.

With the addition of Loy and in anticipation of potential director retirements under the board’s retirement and resignation policy, Ashland increases the size of the board to nine members.

Loy is a proven leader in the technology industry with a track record of operational excellence, as well as organic and inorganic growth. “I am pleased to welcome Bertrand as a new director to the Ashland Board,” said Guillermo Novo, chair and chief executive officer, Ashland. “As we continue to drive our strategy to execute, globalize, innovate and invest, Bertrand will provide distinctive viewpoints about advancing and accelerating scalable growth.”

To learn more, visit investor.ashland.com

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 may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the 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. These statements include but may not be limited to, Ashland’s current expectations or beliefs concerning, among other things, its future Board size. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties affecting Ashland are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is 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

FAQ

What board change did Ashland (ASH) announce in this 8-K?

Ashland expanded its board of directors from eight to nine members and appointed Bertrand Loy as an independent director, effective May 15, 2026. He will also serve on the Audit and Governance and Nominating Committees.

Who is Bertrand Loy, the new Ashland (ASH) board member?

Bertrand Loy serves as a director and the executive chair of Entegris Inc., a leading supplier of advanced materials and process solutions for semiconductor and high-technology industries. He previously served as Entegris’ president and chief executive officer before joining Ashland’s board.

What committees will Bertrand Loy serve on at Ashland (ASH)?

Bertrand Loy will serve on Ashland’s Audit Committee and its Governance and Nominating Committee, both effective May 15, 2026. These assignments position him in key oversight and board governance roles within the company’s board structure.

How will Ashland (ASH) compensate Bertrand Loy as a director?

Under Ashland’s non-employee director compensation program, Bertrand Loy will receive an annual grant of restricted stock units, prorated from May 15, 2026, until the next annual award in January 2027. He will otherwise participate in the company’s independent director compensation program.

Will Bertrand Loy stand for election to the Ashland (ASH) board?

Ashland states that Bertrand Loy is expected to be included as a director nominee at the company’s 2027 Annual Meeting of Stockholders. This indicates the board anticipates shareholders will have an opportunity to vote on his continued board service.

Did Ashland (ASH) disclose any related-party transactions involving Bertrand Loy?

Ashland reports there are no arrangements or understandings with other persons under which Bertrand Loy was selected as director and no transactions involving him that require disclosure under Item 404(a) of Regulation S-K. This indicates no reported related-party dealings.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 16.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB