[Form 4] Ashland Inc. Insider Trading Activity

Rhea-AI Filing Summary

PepsiCo (PEP) filed an 8-K (Item 8.01) disclosing the completion of a euro-denominated senior notes offering.

• Instruments issued: €500 m 3.450% Senior Notes due 2037 and €500 m 4.050% Senior Notes due 2055.
• Gross proceeds: €1.0 bn; net proceeds: approximately €989 m after underwriting discounts and expenses.
• Use of funds: general corporate purposes, including repayment of commercial paper.
• Pricing: issued at 99.546% (2037) and 99.674% (2055); make-whole call at CGB +15 bps until par-call windows (Apr 28 2037 / Jan 28 2055).
• Ranking: unsecured, pari passu with existing senior debt; governed by the Feb 12 2024 indenture with U.S. Bank Trust Co.
• Bookrunners: Deutsche Bank, HSBC, Mizuho.

The transaction lengthens PepsiCo’s debt maturity profile at fixed rates near current euro yields and modestly increases total leverage. No changes to guidance, operations or covenant structure were disclosed.

Positive

• Locks in long-term funding at 3.450%-4.050% in euros, below recent USD equivalents, lowering interest-rate risk.
• Refinances short-term commercial paper, extending maturity profile and improving liquidity.

Negative

• Increases absolute debt by €1 bn, modestly raising leverage and future interest expense.

Insights

Fixed-Income Analyst

TL;DR: Routine €1 bn bond sale strengthens liquidity, adds long-dated euro debt; impact modestly positive.

The dual-tranche issue locks in sub-4.1% coupons for 12- and 30-year money, attractive relative to U.S. dollar curve and PepsiCo’s weighted-average cost of debt (~3.6%). Proceeds refinance short-term commercial paper, limiting incremental leverage and reducing near-term rollover risk. Demand appeared healthy given near-par pricing and tight 15 bp make-whole spread. Because PepsiCo already maintains A/A1 ratings, the deal is unlikely to move credit metrics materially; however, it marginally improves liquidity duration and diversifies funding. Equity impact is neutral as dilution is absent and interest expense rise is immaterial versus 2024 EBIT of >$13 bn.

Portfolio Manager

TL;DR: Standard liability-management exercise; equity-holder effect minimal.

The offering signals continued access to deep European debt markets at favorable terms. Euro coupons compare well to recent dollar issues (e.g., 3.55% 2034). While total debt inches up, PepsiCo’s net-debt/EBITDA remains under 2×, leaving capital-return capacity intact. No covenant restrictions or share-buyback commentary were added, so valuation drivers stay unchanged. Overall, the filing is not market-moving but confirms balance-sheet flexibility.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Assis Alessandra Faccin

(Last) (First) (Middle)

8145 BLAZER DRIVE

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHLAND INC. [ ASH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and GM, Life Sciences

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		M		3,123	A	$51.26	6,273(1)	D
Common Stock	07/25/2025		F		1,327(2)	D	$51.26	4,946	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	07/25/2025		M			3,123	(4)	(4)	Common Stock	3,123	$0	12,498(1)	D

Explanation of Responses:

1. Balance includes additional restricted stock units acquired in lieu of cash dividends.

2. Payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units acquired pursuant to Ashland's incentive plan as approved by the shareholders and exempt pursuant to Rule 16b-3.

3. Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.

4. On July 25, 2024, the Reporting Person was granted 15,234 restricted stock units, vesting over a three-year period, with 20% vesting on July 25, 2025, 20% vesting on July 25, 2026, and 60% vesting on July 25, 2027, provided that the Reporting Person remains in continuous employment with the Issuer.

	/s/ Serena S. Kenost, Attorney-in-Fact for Alessandra Faccin Assis	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PepsiCo (PEP) announce in its July 28 2025 8-K?

It completed a €1 bn offering of 3.450% notes due 2037 and 4.050% notes due 2055.

How much net cash will PepsiCo receive from the bond sale?

Approximately €989 million after discounts and expenses.

What will PepsiCo use the proceeds for?

General corporate purposes, including repayment of outstanding commercial paper.

Are the new notes secured or unsecured?

They are unsecured senior obligations, ranking pari passu with existing senior debt.

Who managed the offering?

Deutsche Bank AG, London Branch, HSBC Bank plc and Mizuho International plc served as joint book-running managers.

When do the notes mature and what are their coupons?

2037 notes mature July 28 2037 at 3.450%; 2055 notes mature July 28 2055 at 4.050%.