ASHLAND INC. 8-K

What Happened

• Ashland Inc. announced a one-time equity award to Chair & CEO Guillermo Novo with an award value of $2,000,000. The award will be 100% time‑based restricted stock units (RSUs) that cliff-vest on December 31, 2028, subject to continued employment. The grant will be made on the first business day two days after the company releases its Q1 FY2026 Form 10‑Q (the "Grant Date").

Key Details

• Award value: $2,000,000 allocated entirely to time‑based RSUs.
• Vesting: cliff-vests 12/31/2028, subject to continued employment; pro‑rated vesting on termination without Cause applies.
• Grant mechanics: number of RSUs = $2,000,000 ÷ average closing share price over the 25 trading days ending on the Grant Date (rounded down).
• Special terms: Mr. Novo waived any accelerated vesting on account of Retirement prior to 12/31/2028; both Mr. Novo and the Company must provide at least 180 days’ advance notice for, respectively, a resignation without Good Reason (including Retirement) and a termination without Cause (these notice obligations end upon a Change in Control).

Why It Matters

• For investors, this filing shows the board’s decision to retain and incentivize the CEO through the end of 2028 using a sizable equity award tied to continued service. The award dilutes existing shareholders to the extent RSUs convert to shares, and the final share count depends on the stock price averaging method described. The filing also limits accelerated vesting on Retirement, signaling the award is intended as a time‑based retention incentive rather than an immediate takeover or retirement payout.