ASH Ashland Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On May 28, 2026 (such date, the “Closing Date”), Ashland Inc., a Delaware corporation (“Ashland”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) among Ashland, as a borrower, Ashland Industries Europe GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Switzerland (the “Swiss Borrower”), as a borrower, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issuer, each other letter of credit issuer from time to time party thereto and Citibank, N.A., as syndication agent. The Credit Agreement provides for a $500 million five-year revolving credit facility (including a $125 million letter of credit sublimit) (the “Revolving Facility”), which may be drawn by Ashland or the Swiss Borrower. After the Closing Date, proceeds of borrowings under the Revolving Facility will be used, among other things, to provide ongoing working capital and for other general corporate purposes.

The Credit Agreement amends and restates the Amended and Restated Credit Agreement dated as of July 22, 2022, among Ashland (formerly known as Ashland Global Holdings Inc. and the successor by merger to the interests of Ashland LLC, a Kentucky limited liability company, and Ashland Chemco Inc., a Delaware corporation), Ashland Services B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issue, the other letter of credit issuers from time to time party thereto and Citibank, N.A., as syndication agent.

The obligations of the Swiss Borrower under the Revolving Facility are guaranteed by Ashland. The Revolving Facility is unsecured.

At Ashland’s option, loans issued under the Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.375% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.375%, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% annum), based upon the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) at such time. In addition, Ashland will initially be required to pay fees of 0.175% per annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio.

The Revolving Facility may be prepaid at any time without premium.

The Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including limitations on liens, additional subsidiary indebtedness, investments, mergers, dispositions, restricted payments, changes in the nature of business, affiliate transactions, restrictions on distributions by subsidiaries, use of proceeds, accounting changes and other customary limitations, as well as financial covenants (including maintenance of a maximum Consolidated Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement)). The Credit Agreement also contains usual and customary events of default, including non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material judgments, incurrence of certain material ERISA liabilities, impairment of loan documentation and change of control.

A copy of the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement filed with this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1

Second Amended and Restated Credit Agreement dated as of May 28, 2026, among Ashland Inc., Ashland Industries Europe GmbH, each lender from time to time party thereto, The Bank of Nova Scotia, Houston Branch, as administrative agent, swing line lender and a letter of credit issuer, each other letter of credit issuer from time to time party thereto and Citibank, N.A., as syndication agent *

Exhibit 104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Schedules to the Second Amended and Restated Credit Agreement are on file with the Administrative Agent.