Ashland (NYSE: ASH) SVP exercises 4,310 RSUs and withholds shares for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ashland Inc. senior vice president James P. Minicucci reported routine equity compensation activity. On May 8, 2026, he exercised 4,310 Restricted Stock Units into an equal number of Ashland common shares. To cover tax obligations, 1,346 shares were withheld and disposed of at $55.01 per share.

These events were executed under Ashland's shareholder-approved incentive plan and are exempt under Rule 16b-3. Following the transactions, Minicucci directly owns 7,221 shares of Ashland common stock, reflecting a net increase in his equity stake.

Insider Trade Summary

4,310 shares exercised/converted

Mixed 3 txns

Insider MINICUCCI JAMES P.

Role SVP and GM, Personal Care

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,310	$0.00	--
Exercise	Common Stock	4,310	$55.01	$237K
Tax Withholding	Common Stock	1,346	$55.01	$74K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 8,567 shares (Direct, null)

Footnotes (1)

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. Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock. On May 18, 2023, the Reporting Person was granted 6,708 restricted stock units, vesting over a three-year period, with 20% vesting on May 8, 2024, 20% vesting on May 8, 2025, and 60% vesting on May 8, 2026, provided that the Reporting Person remains in continuous employment with the Issuer. Balance includes additional restricted stock units acquired in lieu of cash dividends.

Key Figures

RSUs exercised: 4,310 units Shares withheld for taxes: 1,346 shares Implied price per share: $55.01 per share +3 more

6 metrics

RSUs exercised 4,310 units Restricted Stock Units converted to common stock on May 8, 2026

Shares withheld for taxes 1,346 shares Disposed to satisfy tax liability on May 8, 2026

Implied price per share $55.01 per share Value used for tax-withholding disposition

Shares owned after transaction 7,221 shares Direct ownership following RSU exercise and tax withholding

RSU grant size 6,708 units Restricted Stock Units granted on May 18, 2023

RSU vesting schedule 20% / 20% / 60% Vesting on May 8, 2024, 2025, and 2026 respectively

Key Terms

Restricted Stock Unit, withholding securities, incentive plan, Rule 16b-3, +1 more

5 terms

Restricted Stock Unit financial

"The Reporting Person was granted 6,708 restricted stock units, vesting over a three-year period"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withholding securities financial

"Payment of tax liability by withholding securities incident to the vesting of Restricted Stock Units"

incentive plan financial

"Restricted Stock Units acquired pursuant to Ashland's incentive plan as approved by the shareholders"

Rule 16b-3 regulatory

"exempt pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

continuous employment financial

"vesting ... provided that the Reporting Person remains in continuous employment with the Issuer"

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 04:30 PM

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MINICUCCI JAMES P.

(Last)

(First)

(Middle)

8145 BLAZER DRIVE

(Street)

WILMINGTON

DELAWARE

19808

(City)

(State)

(Zip)

UNITED STATES

(Country)

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, Personal Care

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		M		4,310	A	$55.01	8,567	D
Common Stock	05/08/2026		F		1,346⁽¹⁾	D	$55.01	7,221	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	05/08/2026		M			4,310	⁽³⁾	⁽³⁾	Common Stock	4,310	$0	0⁽⁴⁾	D

Explanation of Responses:

1. 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.

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

3. On May 18, 2023, the Reporting Person was granted 6,708 restricted stock units, vesting over a three-year period, with 20% vesting on May 8, 2024, 20% vesting on May 8, 2025, and 60% vesting on May 8, 2026, provided that the Reporting Person remains in continuous employment with the Issuer.

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

	/s/ Serena S. Kenost, Attorney-in-Fact for James P. Minicucci	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ASH executive James P. Minicucci report on May 8, 2026?

James P. Minicucci reported exercising 4,310 Restricted Stock Units into Ashland common shares. As part of the same event, 1,346 shares were withheld and disposed of to satisfy tax obligations, leaving him with 7,221 directly owned shares afterward.

Did the ASH insider Form 4 show an open-market sale of Ashland stock?

The Form 4 did not show an open-market sale. It reported shares withheld and disposed of for taxes related to vesting Restricted Stock Units, a non-market transaction under Ashland’s incentive plan, rather than a discretionary sale on the open market.

How many Ashland (ASH) shares does James P. Minicucci hold after these transactions?

After the reported transactions, James P. Minicucci directly owns 7,221 shares of Ashland common stock. This figure reflects the net position following the RSU conversion and the 1,346 shares withheld and disposed to cover associated tax liabilities.

What Restricted Stock Unit activity did ASH disclose for James P. Minicucci?

Ashland disclosed that 4,310 Restricted Stock Units converted into the same number of common shares for James P. Minicucci. These RSUs were granted under the company’s incentive plan and vest over a three-year schedule, subject to his continued employment with Ashland.

Why were 1,346 Ashland shares disposed of in the May 8, 2026 Form 4?

The 1,346 Ashland shares were disposed of to pay tax liabilities triggered by RSU vesting. The filing explains this as payment of tax by withholding securities, a common administrative mechanism that does not represent a discretionary sale into the open market.

How were the ASH Restricted Stock Units originally granted to James P. Minicucci structured?

On May 18, 2023, Minicucci was granted 6,708 Restricted Stock Units vesting over three years: 20% on May 8, 2024, 20% on May 8, 2025, and 60% on May 8, 2026, contingent on his continuous employment with Ashland.