Item 5. Other Information
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
On May 13, 2024 , J. Kevin Willis , Ashland’s Senior Vice President, Chief Financial and Principal Financial Officer , entered into a Rule 10b5-1 trading arrangement, to exercise up to 24,672 stock appreciation rights related to Ashland’s common stock and the concurrent sale of all shares of Common Stock acquired upon such exercise. The duration of the trading arrangement is until the earlier of (1) December 31, 2024 , (2) the date on which all transactions under the trading arrangement are completed, or (3) at such time as the trading arrangement is otherwise terminated or expires according to its terms.
Ashland Securities Trading Plans
On May 13, 2024 , Ashland Inc. entered into a Rule 10b5-1 trading arrangement to repurchase Ashland Common Stock under its 2023 Stock Repurchase Program in the aggregate dollar amount of $100 million. The trading arrangement was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The trading arrangement terminated in June 2024 upon the completion of the purchase of $100 million shares of Ashland Common Stock.
On June 17, 2024 , Ashland Inc. entered into a Rule 10b5-1 trading arrangement to repurchase Ashland Common Stock under its 2023 Stock Repurchase Program in the aggregate dollar amount of $30 million. The trading arrangement was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The trading arrangement terminated in June 2024 upon the completion of the purchase of $30 million shares of Ashland Common Stock.
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ITEM 6. EXHIBITS
(a) Exhibits
3.1
Amended and Restated Articles of Incorporation of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 001-32532)) and incorporated by reference herein).
3.2
Certificate of Ownership & Merger, amending the Company’s Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on August 1, 2022 (SEC File No. 001-32532) and incorporated by reference herein).
3.3
By-laws of Ashland Inc. (Amended and Restated as of September 20, 2022) (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2022 (SEC File No. 333-211719) and incorporated by reference herein).
31.1*
Certificate of Guillermo Novo, Chief Executive Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certificate of J. Kevin Willis, Chief Financial Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certificate of Guillermo Novo, Chief Executive Officer of Ashland, and J. Kevin Willis, Chief Financial Officer of Ashland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
Inline XBRL Instance Document.
101.SCH**
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2024 and June 30, 2023; (ii) Condensed Consolidated Balance Sheets at June 30, 2024 and September 30, 2023; (iii) Statements of Condensed Consolidated Cash Flows for the nine months ended June 30, 2024 and June 30, 2023; and (iv) Notes to Condensed Consolidated Financial Statements.
SM
Service mark, Ashland or its subsidiaries, registered in various countries.
Trademark, Ashland or its subsidiaries, registered in various countries.
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SIGNATURE
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.
Ashland Inc.
(Registrant)
August 7, 2024
/s/ J. Kevin Willis
J. Kevin Willis
Senior Vice President and Chief Financial Officer
(on behalf of the Registrant and as Principal
Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.