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What changed in ASHLAND INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ASHLAND INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+465 added−462 removedSource: 10-K (2025-11-20) vs 10-K (2024-11-18)

Top changes in ASHLAND INC.'s 2025 10-K

465 paragraphs added · 462 removed · 371 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+16 added−21 removed51 unchanged
Biggest changeThe employees’ global demographics consist of approximately 68% male employees and approximately 32% female employees, and in the U.S., approximately 21% of its employees self-identify as ethnically diverse. 11 Ashland's global footprint is geographically located as follows: Competitive Pay and Benefits - Ashland is committed to paying its employees in a fair and equitable manner, regardless of race or gender, and has implemented global total rewards tools to promote equitable remuneration.
Biggest changeAshland's global footprint is geographically located as follows: Competitive Pay and Benefits – Ashland is committed to paying its employees in a fair and equitable manner and has implemented global total rewards tools to promote equitable remuneration. The Company provides a total compensation package that is designed to be competitive with the markets in which it competes for talent.
Most options for sulfur dioxide focus on coal and diesel fuel combustion sources. It is not possible at this time to estimate the potential financial impact that these newest standards may 8 have on Ashland’s operations or products. Ashland will continue to monitor and evaluate these standards to meet these and all air quality requirements.
Most options for sulfur dioxide focus on coal and diesel fuel combustion sources. It is not possible at this time to estimate the potential financial impact that these newest standards may have on Ashland’s operations or products. Ashland will continue to monitor and evaluate these standards to meet these and all air quality requirements.
These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. BDO is also supplied to Life Sciences, Personal Care, and Specialty Additives for use as a raw material.
These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, agriculture, pharmaceuticals, water filtration membranes and more. BDO is also supplied to Life Sciences, Personal Care and Specialty Additives for use as a raw material.
Raw Materials and Energy Ashland purchases its raw materials from multiple sources of supply in the United States and other countries. Raw material supplies were available in quantities sufficient to meet demand in fiscal 2024 and 2023, which was a significant improvement over fiscal 2022 when raw and packaging materials were globally constrained.
Raw Materials and Energy Ashland purchases its raw materials from multiple sources of supply in the United States and other countries. Raw material supplies were available in quantities sufficient to meet demand in fiscal 2025, 2024 and 2023, which was a significant improvement over fiscal 2022 when raw and packaging materials were globally constrained.
Particulate matter strategies include dust control measures for construction sites and reductions in emission rates allowed for industrial operations. Options for ozone include emission controls for certain types of sources, reduced limits on the volatile organic compound content of industrial materials and consumer products, and requirements on the transportation sector.
Particulate matter strategies include dust control measures for construction sites and reductions in emission rates allowed for industrial operations. Options for ozone include 8 emission controls for certain types of sources, reduced limits on the volatile organic compound content of industrial materials and consumer products, and requirements on the transportation sector.
Similarly, energy costs, which are a significant component of production costs, stabilized in fiscal 2024 and 2023 after significant volatility in 2022. Research and Development Ashland’s program of research and development is focused on defining the needs of the marketplace and framing those needs into technology platforms.
Similarly, energy costs, which are a significant component of production costs, stabilized in fiscal 2025, 2024 and 2023 after significant volatility in 2022. Research and Development Ashland’s program of research and development is focused on defining the needs of the marketplace and framing those needs into technology platforms.
The Specialty Additives market complements its rheology offering with a broad portfolio of performance foam-control agents, surfactants and wetting agents, dispersants and pH neutralizers. Specialty Additives is a major producer and supplier of cellulose ethers and companion products for the construction industry.
The Specialty Additives market complements its rheology offering with a broad portfolio of performance foam-control agents, surfactants and wetting agents, dispersants and pH neutralizers. 6 Specialty Additives is a major producer and supplier of cellulose ethers and companion products for the construction industry.
Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Environmental remediation reserves are subject to 7 uncertainties that affect Ashland’s ability to estimate its share of the costs.
Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs.
Under TSCA, REACH, and CSAR additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect Ashland’s costs of products produced in or imported into the European Union.
Under TSCA, REACH, and CSAR additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect Ashland’s costs of products produced in or imported into the European Union ("EU").
The Personal Care portfolio of hair care products includes advanced styling polymers, fixatives, conditioning polymers, emulsifiers, preservatives, rheology modifiers and biofunctional actives. The Personal Care portfolio of ingredients and solutions for skin care, sun care, and cosmetics focuses on natural and sustainable solutions.
The Personal Care portfolio of hair care products includes advanced styling polymers, fixatives, conditioning polymers, emulsifiers, preservatives, rheology modifiers and biofunctional actives. 5 The Personal Care portfolio of ingredients and solutions for skin care, sun care, and cosmetics focuses on natural and sustainable solutions.
The initiative follows Ashland's 10 announcement in February 2021 to align its operations with the ambitious aim of the Paris Climate Accord to limit global temperature rise to 1.5°C above preindustrial levels.
The initiative follows Ashland's announcement in February 2021 to align its operations with the ambitious aim of the Paris Climate Accord to limit global temperature rise to 1.5°C above preindustrial levels.
Ashland does not tolerate the physical punishment, abuse, involuntary servitude or exploitation of any worker and expects our suppliers and contractors with whom we do business to uphold the same standards and will discontinue the business relationship with any individual or company that does not follow the same standards.
Ashland does not tolerate the physical punishment, abuse, involuntary servitude or exploitation of any worker and we expect our suppliers and contractors with whom we do business to uphold the same standards and will discontinue the business relationship with any individual or company that does not follow the same standards.
Solid Waste - Ashland’s businesses are subject to various laws relating to and establishing standards for the management of hazardous and solid waste. In the United States, Ashland’s facilities are subject to RCRA and its regulations governing generators of hazardous waste. Ashland has implemented systems to oversee compliance with the RCRA regulations.
Solid Waste - Ashland is subject to various laws relating to and establishing standards for the management of hazardous and solid waste. In the United States, Ashland’s facilities are subject to RCRA and its regulations governing generators of hazardous waste. Ashland has implemented systems to oversee compliance with the RCRA regulations.
Ashland’s business units typically experience stronger demand during warmer weather months. Human Capital Employee Health and Safety - Cultivating a safety culture is intentional at Ashland and is best shown by its commitment to a Zero Incident Culture ("ZIC"). ZIC begins with the vision, values, beliefs, and actions of Ashland’s leaders demonstrating that zero incidents is possible.
Ashland’s reportable segments typically experience stronger demand during warmer weather months. Human Capital Employee Health and Safety - Cultivating a safety culture is intentional at Ashland and is best shown by its commitment to a Zero Incident Culture ("ZIC"). ZIC begins with the vision, values, beliefs, and actions of Ashland’s leaders demonstrating that zero incidents is possible.
Other countries where Ashland operates also have laws and regulations relating to hazardous and solid waste, and Ashland has systems in place to oversee compliance. Water - Ashland’s businesses maintain numerous discharge permits. In the United States, such permits may be required by the National Pollutant Discharge Elimination System of the Clean Water Act and similar state programs.
Other countries where Ashland operates also have laws and regulations relating to hazardous and solid waste, and Ashland has systems in place to oversee compliance. Water - Ashland maintains numerous discharge permits. In the United States, such permits may be required by the National Pollutant Discharge Elimination System of the Clean Water Act and similar state programs.
Ashland continues to make good progress on its journey. For the year ended September 30, 2024, the Company had a Total Preventable Recordable Rate ("TPRR") of 0.46 compared to 0.39 for the year ended September 30, 2023. Ashland has implemented several tools for communicating lessons learned from injuries, process safety incidents, and environmental releases.
Ashland continues to make good progress on its journey. For the year ended September 30, 2025, the Company had a Total Preventable Recordable Rate ("TPRR") of 0.41 compared to 0.46 for the year ended September 30, 2024. Ashland has implemented several tools for communicating lessons learned from injuries, process safety incidents, and environmental releases.
Ashland regularly adjusts its reserves as environmental remediation continues. Environmental remediation expense, net of insurance receivables, amounted to $56 million in 2024 compared to $59 million in 2023 and $66 million in 2022. Product Control, Registration and Inventory - Many of Ashland’s products and operations are subject to chemical control laws of the countries in which they are located.
Ashland regularly adjusts its reserves as environmental remediation continues. Environmental remediation expense, net of insurance receivables, amounted to $48 million in 2025 compared to $56 million in 2024 and $59 million in 2023. Product Control, Registration and Inventory - Many of Ashland’s products and operations are subject to chemical control laws of the countries in which they are located.
Currently, Ashland has 25 sites participating on a group RC14001 certification, including 13 international sites. Also, as part of its commitment to health and safety, 18 of the Company's sites have obtained an additional ISO 45001 certification, an international health and safety management system. As part of ZIC, the Company strives every day to achieve zero incidents.
Currently, Ashland has 25 sites participating on a group RC14001 certification, including 12 international sites. Also, as part of its commitment to health and safety, 20 of the Company's sites have obtained an additional ISO 45001 certification, an international health and safety management system. As part of ZIC, the Company strives every day to achieve zero incidents.
Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $485 million. The largest reserve for any site is 21% of the remediation reserve.
Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $495 million. The largest reserve for any site is 21% of the total environmental remediation reserves.
Ashland’s Personal Care business includes biofunctional actives, preservatives, and specialty polymers to provide functionality such as water resistance and rheology.
Personal Care includes biofunctional actives, preservatives, and specialty polymers to provide functionality such as water resistance and rheology.
Specialty Additives offers the oil and gas industry solutions for drilling, stimulation, completion, cementing and production applications. 6 Specialty Additives operates throughout the Americas, Europe and Asia Pacific. It has 11 manufacturing and lab facilities in nine countries which serve its various end markets.
Specialty Additives offers the oil and gas industry solutions for drilling, stimulation, completion, cementing and production applications. Specialty Additives operates throughout the Americas, Europe and Asia Pacific. It has 8 manufacturing and lab facilities in eight countries which serve its various end markets.
Intermediates markets and distributes its products in the Americas, Europe, and Asia Pacific. MISCELLANEOUS Environmental Matters Ashland maintains a company-wide environmental policy overseen by the Environmental, Health, Safety and Quality Committee of Ashland’s Board of Directors (the "Board").
Intermediates markets and distributes its products in the Americas, Europe, and Asia Pacific. MISCELLANEOUS Environmental Matters Ashland maintains a company-wide environmental policy overseen by the Sustainability and Productivity Committee of Ashland’s Board of Directors (the "Board").
For fiscal 2024, the following Life Sciences product categories were 10% or greater of Ashland’s total consolidated sales: Product % of Life Sciences sales % of Ashland total consolidated sales Cellulosics 38% 37% Polyvinylpyrrolidones (PVP) 38% 23% PERSONAL CARE The Personal Care portfolio of oral care products delivers active ingredients in toothpaste and mouthwashes; provides bioadhesive functionality for dentures; delivers flavor, texture and other functional properties; and provides product binding to ensure form and function throughout product lifecycle.
For fiscal 2025, the following Life Sciences product categories were 10% or greater of Ashland’s total consolidated sales: Product % of Life Sciences sales % of Ashland total consolidated sales Cellulosics 43% 39% Polyvinylpyrrolidones (PVP) 42% 25% PERSONAL CARE The Personal Care portfolio of oral care products delivers active ingredients in toothpaste and mouthwashes; provides bioadhesive functionality for dentures; delivers flavor, texture and other functional properties; and provides product binding to ensure form and function throughout product lifecycle.
For fiscal 2024, the following Personal Care product categories were 10% or greater of Ashland’s total consolidated sales: Product % of Personal Care sales % of Ashland total consolidated sales Cellulosics 18% 37% Polyvinylpyrrolidones (PVP) 22% 23% SPECIALTY ADDITIVES Specialty Additives offers industry-leading products, technologies and resources for solving formulation and product-performance challenges.
For fiscal 2025, the following Personal Care product categories were 10% or greater of Ashland’s total consolidated sales: Product % of Personal Care sales % of Ashland total consolidated sales Cellulosics 20% 39% Polyvinylpyrrolidones (PVP) 23% 25% SPECIALTY ADDITIVES Specialty Additives offers industry-leading products, technologies and resources for solving formulation and product-performance challenges.
For fiscal 2024, the following Specialty Additives products were 10% or greater of Ashland’s total consolidated sales: Product % of Specialty Additives sales % of Ashland total consolidated sales Cellulosics 65% 37% Polyvinylpyrrolidones (PVP) 7% 23% INTERMEDIATES Intermediates is a leading producer of BDO and related derivatives, including n-methylpyrrolidone.
For fiscal 2025, the following Specialty Additives products were 10% or greater of Ashland’s total consolidated sales: Product % of Specialty Additives sales % of Ashland total consolidated sales Cellulosics 62% 39% Polyvinylpyrrolidones (PVP) 7% 25% INTERMEDIATES Intermediates is a leading producer of BDO and related derivatives, including n-methylpyrrolidone.
The requirements of the CAA and its state counterparts have a significant impact on the daily operation of Ashland’s businesses and, in many cases, on product formulation and other long-term business decisions. Other countries where Ashland operates also have laws and regulations relating to air quality.
The requirements of the CAA and its state counterparts have a significant impact on the daily operation of Ashland’s businesses and, in many cases, on product formulation and other long-term business decisions. Other countries where Ashland operates also have laws and regulations relating to air quality. Ashland maintains numerous permits and emission control devices pursuant to these clean air laws.
Ashland relies on patents, trade secrets, formulae and know-how to protect and differentiate its products and technologies. In addition, the reportable segments own valuable trademarks which identify and differentiate its products from its competitors. Ashland also uses licensed intellectual property rights from third-parties.
Intellectual Property Ashland has a broad intellectual property portfolio which is an important component of its business. Ashland relies on patents, trade secrets, formulae and know-how to protect and differentiate its products and technologies. In addition, the reportable segments own valuable trademarks which identify and differentiate their products from Ashland's competitors. Ashland also uses licensed intellectual property rights from third-parties.
Ashland’s businesses maintain numerous permits and emission control devices pursuant to these clean air laws. The United States Environmental Protection Agency ("USEPA") has increased its frequency in reviewing the NAAQS. The USEPA has stringent standards for particulate matter, ozone and sulfur dioxide. Throughout 2022, 2023 and 2024, state and local agencies continued to implement options for meeting the newest standards.
The United States Environmental Protection Agency ("USEPA") has increased its frequency in reviewing the NAAQS. The USEPA has stringent standards for particulate matter, ozone and sulfur dioxide. Throughout 2023, 2024 and 2025, state and local agencies continued to implement options for meeting the newest standards.
Ashland’s natural ingredients include a wide range of cellulose, guar, and cassia derivatives; unique active ingredients derived from botanical sources using exclusive Ashland technologies such as Zeta Fraction TM and PSR technology; emollients based on natural chemistries; encapsulation technology derived from alginates; and efficacious preservative blends inspired by nature. 5 The Personal Care portfolio of products and technologies is used in many types of cleaning and fragrance applications, including fabric care, home care and dishwashing.
Ashland’s natural ingredients include a wide range of cellulose, guar, and cassia derivatives; unique active ingredients derived from botanical sources using exclusive Ashland technologies such as Zeta Fraction TM and plant small RNAs ("PSR") technology; emollients based on natural chemistries; encapsulation technology derived from alginates; and efficacious preservative blends inspired by nature.
Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry and welders. Intermediates is comprised of the production of 1,4 butanediol ("BDO") and related derivatives, including n-methylpyrrolidone.
Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include, but are not limited to, global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry and welders.
At September 30, 2024, Ashland’s reserves for environmental remediation and related environmental litigation amounted to $221 million, reflecting Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries.
The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined. 7 At September 30, 2025, Ashland’s reserves for environmental remediation and related environmental litigation amounted to $226 million, reflecting Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries.
Employees are encouraged to report good catches that fall into one of three categories – substandard conditions, near misses, and suggestions. These are tracked with the goal of continuing to increase overall reporting of identified good catches year to year.
Employees are encouraged to report good catches that fall into one of three categories – substandard conditions, near misses, and suggestions.
Unallocated and Other generally includes items such as certain significant company-wide restructuring activities, corporate governance costs and legacy costs or activities that relate to divested businesses that are no longer operated by Ashland. 4 Available Information - Ashland’s Internet address is http://www.ashland.com.
Unallocated and Other generally includes items such as certain significant company-wide restructuring activities, corporate governance costs and legacy costs or activities that relate to divested businesses that are no longer operated by Ashland. 4 Available Information - Our principal executive offices are located at 8145 Blazer Drive, Wilmington, Delaware 19808.
Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists and industrial manufacturers. The nutraceuticals business was sold in August 2024. Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions.
Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists manufacturers. The nutraceuticals business was sold in August 2024.
These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. BDO is also supplied to Life Sciences, Personal Care and Specialty Additives for use as a raw material.
Intermediates is comprised of the production of 1,4 butanediol ("BDO") and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, agriculture, pharmaceuticals, water filtration membranes and more.
The following benefit plans are available to employees depending on local markets in which the Company operates that include plan specific features such as on-site and on-demand resources: • Health care benefits including medical, prescription, dental and/or vision • Wellness initiatives: o Global EAP (employee assistance program) 12 o Flu vaccination resources • Paid time off • Voluntary benefits • Life and accident coverage • Disability coverage • Retirement plans • Tuition reimbursement • Business travel accident Inclusion and Diversity - In 2024, Ashland progressed its global inclusion and diversity strategy focused on belonging, accountability, community engagement, recruitment, and internal mobility.
The following benefit plans are available to employees depending on local markets in which the Company operates that include plan specific features such as on-site and on-demand resources: • Health care benefits including medical, prescription, dental and/or vision • Wellness initiatives: o Global EAP (employee assistance program) o Flu vaccination resources • Paid time off • Voluntary benefits • Life and accident coverage • Disability coverage • Retirement plans • Tuition reimbursement • Business travel accident Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These laws include regulation of air emissions and water discharges, waste handling, remediation and product inventory, registration and regulation. New laws and regulations may be enacted or adopted by various regulatory agencies globally. The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined.
These laws include regulation of air emissions and water discharges, waste handling, remediation and product inventory, registration and regulation. New laws and regulations may be enacted or adopted by various regulatory agencies globally.
To achieve the highest return, Ashland is building an inclusive and high-integrity organization where everyone belongs, feels inspired to excel, and does the right thing. Ashland is committed to respecting the human and economic rights of others and does not tolerate the use of child or forced labor, slavery, or human trafficking in any of its facilities or operations.
Ethical Standards and Human Rights – Ashland is committed to respecting the human and economic rights of others and does not tolerate the use of child or forced labor, slavery, or human trafficking in any of its facilities or operations.
Specialty Additives has manufacturing facilities and labs in Parlin, New Jersey; and Hopewell, Virginia within the United States and Doel-Beveren, Belgium; Nanjing and Shanghai, China; Alizay, France; Dusseldorf, Germany; Mumbai, India; Zwijndrecht, the Netherlands; Singapore, Singapore; and Newton Aycliffe, United Kingdom. Specialty Additives markets and distributes its products in the Americas, Europe, the Middle East, Africa and Asia Pacific.
Specialty Additives has manufacturing facilities and labs in the United States in Wilmington, Delaware and internationally in Brazil; China; Germany; India; Netherlands; Singapore and the United Kingdom. Specialty Additives markets and distributes its products in the Americas, Europe, the Middle East, Africa and Asia Pacific.
Environmental - Ashland has a conscious and proactive mindset for sustainability and has established a renewable annual trust for ongoing and future environmental remediation and related litigation cash outlays.
These are tracked with the goal of continuing to increase overall reporting of identified good catches year to year. 10 Environmental - Ashland has a conscious and proactive mindset for sustainability and has established a renewable annual trust for ongoing and future environmental remediation and related litigation cash outlays.
Its nutrition portfolio provides functional benefits in areas such as thickening, texture control, thermal gelation, structure enhancement, water binding, clarification and stabilization. Its core products include cellulose gums and vinyl pyrrolidone polymers which are used in a wide range of offerings for bakery, beverage, dairy, desserts, meat products, pet food, prepared foods, sauces and savory products.
Core products include cellulosics and vinyl pyrrolidone polymers which are used primarily in oral solid dosage drug formulations. Its nutrition portfolio provides functional benefits in areas such as thickening, texture control, thermal gelation, structure enhancement, water binding, clarification and stabilization.
Ashland reviews each process annually to ensure that its policies, procedures, and training continue to provide pay equity within the Company.
Overall findings continue to be encouraging, identifying only a few employees annually that had a disparity in pay requiring further analysis and corrective action. Ashland reviews each process annually to ensure that its policies, procedures, and training continue to provide pay equity within the Company.
Excipients include a comprehensive range of polymers for use as tablet binders, super disintegrants, sustained-release agents and drug solubilizers, as well as a variety of coating formulations for immediate, delayed, and sustained release applications. Core products include cellulosics and vinyl pyrrolidone polymers which are used primarily in oral solid dosage drug formulations.
LIFE SCIENCES Life Sciences is a leading supplier of excipients and tablet coating systems to the pharmaceutical and nutrition industries. Excipients include a comprehensive range of polymers for use as tablet binders, super disintegrants, sustained-release agents and drug solubilizers, as well as a variety of coating formulations for immediate, delayed, and sustained release applications.
The Company provides a total compensation package that is designed to be competitive with the markets in which it competes for talent. Ashland believes employees should be compensated equitably based on performance, skills, and experience. Ashland reviews pay equity annually in conjunction with its annual performance review, merit, bonus and promotion processes.
Ashland believes employees should be compensated equitably based on performance, skills, and experience. 12 Ashland reviews pay equity annually in conjunction with its annual performance review, merit, bonus and promotion processes. The Company annually completes an in-depth analysis of its pay equity globally using a number of factors to determine if a pay gap exists.
Personal Care products are used in a variety of applications for viscosity enhancement, particle suspension, rheology modification, stabilization and fragrance enhancement. Personal Care operates throughout the Americas, Europe and Asia Pacific. It has 14 manufacturing and lab facilities in nine countries which serve its various end markets and participates in one joint venture.
The Personal Care portfolio of products and technologies is used in many types of cleaning and fragrance applications, including fabric care, home care and dishwashing. Personal Care products are used in a variety of applications for viscosity enhancement, particle suspension, rheology modification, stabilization and fragrance enhancement. Personal Care operates throughout the Americas, Europe and Asia Pacific.
ITEM 1. BUSINESS GENERAL Ashland Inc. is a Delaware corporation, with its headquarters and principal executive offices at 8145 Blazer Drive, Wilmington, Delaware 19808. Our common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol “ASH”.
ITEM 1. BUSINESS GENERAL Ashland Inc. is a global additives and specialty ingredients company with a conscious and proactive mindset for sustainability. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “ASH”.
Life Sciences operates throughout the Americas, Europe and Asia Pacific. It has 14 manufacturing and lab facilities in nine countries which serve its various end markets.
Its core products include cellulose gums and vinyl pyrrolidone polymers which are used in a wide range of offerings for bakery, beverage, dairy, desserts, meat products, pet food, prepared foods, sauces and savory products. Life Sciences operates throughout the Americas, Europe and Asia Pacific. It has 11 manufacturing and lab facilities in nine countries which serve its various end markets.
Unallocated and Other includes corporate governance activities and certain legacy matters. Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders.
With approximately 2,900 employees worldwide, Ashland serves customers in more than 100 countries. Ashland’s reportable operating segments ("reportable segments") include: Life Sciences; Personal Care; Specialty Additives; and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals.
Life Science markets and distributes its products in the Americas, Europe, the Middle East, Africa and Asia Pacific.
It has manufacturing facilities and labs in the United States in Wilmington, Delaware and Bridgewater Township, New Jersey; and internationally in Brazil; China; Germany; India; Ireland; Mexico; Thailand; and Turkey. Life Science markets and distributes its products in the Americas, Europe, the Middle East, Africa and Asia Pacific.
The Board is comprised of individuals with diverse experience and credentials, selected for their business acumen and ability to challenge and add value to management. These directors have held significant leadership positions and bring a depth of experience across a wide variety of industries, providing the Company with unique insights and fresh perspectives.
The Board of Directors is comprised of individuals with diverse experience and credentials, selected for their business acumen, deep expertise and insight, and ability to challenge and add value to the management team. Both the Board of Directors and Executive Committee are engaged in shaping a culture that amplifies the Company values: we care, we commit, we solve together.
The Company and its leadership team are committed to creating a collaborative environment that leverages the talents of a diverse global workforce to drive sustainable growth and innovation that creates value for its shareholders, customers, employees, and the communities in which it operates. Ashland’s commitment to inclusion and diversity starts at the top with its Board and its executive leadership.
These efforts are designed to create a collaborative environment that leverages the talents of a diverse global workforce and supports sustainable growth. Ashland’s focus on advancing its culture starts at the top.
The Company serves customers in a wide range of consumer and industrial markets including, architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. With approximately 3,200 employees worldwide, Ashland serves customers in more than 100 countries. Ashland’s reportable segments include: Life Sciences; Personal Care; Specialty Additives; and Intermediates.
The terms “Ashland,” the “Company,” “we” and “our” used herein refer to Ashland Inc., a Delaware Corporation, and its predecessors, and its consolidated subsidiaries, except where the context indicates otherwise. The Company serves customers in a wide range of consumer and industrial markets including, architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. LIFE SCIENCES Life Sciences is a leading supplier of excipients and tablet coating systems to the pharmaceutical and nutrition industries.
We also provide printed copies of any of these documents to any stockholder free of charge upon request. The SEC also maintains a website ( www.sec.gov ) that contains reports, proxy and information statements and other information that is filed electronically with the SEC.
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The terms “Ashland” and the “Company” as used herein include Ashland Inc., its predecessors, and its consolidated subsidiaries, except where the context indicates otherwise. Ashland is a global specialty additives and materials company with a conscious and proactive mindset for sustainability.
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Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions.
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On this website, Ashland makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as well as any beneficial ownership reports of officers and directors filed on Forms 3, 4 and 5.
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BDO is also supplied to Life Sciences, Personal Care, and Specialty Additives reportable segments for use as a raw material.
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All such reports are available as soon as reasonably practicable after they are electronically filed with, or electronically furnished to, the Securities and Exchange Commission ("SEC"). Ashland also makes available, free of charge on its website, its Corporate Governance Guidelines, Board Committee Charters, Director Independence Standards and Global Code of Conduct that applies to Ashland’s directors, officers and employees.
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On the Investor Relations section of our website, www.ashland.com , you may obtain additional information about us, free of charge, including: • our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents as soon as reasonably practicable after we file them with or furnish them to the Securities and Exchange Commission ("SEC"); • beneficial ownership reports filed by officers, directors, and principal security holders under Section 16(a) of the Securities exchange Act of 1934, as amended (or the “Exchange Act”); and • corporate governance information that includes our: o corporate governance guidelines, o audit committee charter, o compensation committee charter, o environmental, health, safety and quality committee charter, o governance and nominating committee charter, and o director independence standards.
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These documents are also available in print to any stockholder who requests them. Information contained on Ashland’s website referenced here or elsewhere in this Annual Report is not part of this Annual Report on Form 10-K and is not incorporated by reference in this document.
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It has 9 manufacturing and lab facilities in ten countries which serve its various end markets and participates in one joint venture. It has manufacturing facilities and labs in the United States in Bridgewater Township, New Jersey; and internationally in Brazil; China; France; Germany; India; Mexico; Netherlands; Thailand; and the United Kingdom.
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It has manufacturing facilities and labs in Wilmington, Delaware; Calvert City, Kentucky; Columbus, Ohio; Fiskeville, Rhode Island; and Texas City, Texas within the United States; Cabreuva and Sao Paolo, Brazil; Shanghai, China; Dusseldorf, Germany; Hyderabad, India; Mullingar, Ireland; Mexico City, Mexico; Bangkok, Thailand; and Istanbul, Turkey.
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Through a more focused approach, the Company is leveraging the Ashland brand and global scale to 9 combine operational agility with disciplined investment in targeted areas, while expanding beyond its core technologies with differentiated new technology platforms to support the introduction of new product lines and applications.
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It has manufacturing facilities and labs in Freetown, Massachusetts; Chatham, New Jersey; Ossining, New York; Merry Hill, North Carolina; Kenedy, Texas; and Menomonee Falls, Wisconsin within the United States; Sao Paulo, Brazil; Shanghai, China; Sophia Antipolis, France; Hamburg, Germany; Mumbai, India; Mexico City, Mexico; Zwijndrecht, Netherlands and Poole, United Kingdom.
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Human Capital Management - Ashland’s people are the foundation of its innovation, performance, and long-term success. The Company is committed to cultivating a growth-minded, high-integrity culture that empowers employees to thrive, contribute meaningfully, and lead with purpose.
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To improve its competitive position as Ashland narrows its focus, the Company is building and leveraging the Ashland corporate brand as a differentiator to create value and better communicate the capabilities, promise and scale of the Company, making it easier to introduce new product lines and applications. 9 Intellectual Property Ashland has a broad intellectual property portfolio which is an important component of its business.
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Ashland’s human capital strategy is designed to attract, develop, and retain exceptional global talent while fostering a workplace where everyone feels they belong and are inspired to excel. As of September 30, 2025, Ashland had approximately 2,900 employees in more than 100 countries.
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Human Capital Management - Ashland is committed to continuously evaluating and strengthening the growth-minded and innovative culture by attracting and developing exceptional global talent, supporting employees’ physical, emotional, and financial well-being, and recognizing and rewarding performance.
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The Company’s workforce reflects a broad range of experiences and perspectives, united by a shared commitment to solving complex challenges for customers. Culture and Values – Ashland fosters a workplace environment that is rooted in respect, integrity, and opportunity.
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Ashland builds a culture of wellness by empowering our employees, and their families, to make healthy decisions that lead to successful outcomes in and outside of work. The four components of Ashland’s global wellbeing vision include health, work-life balance, physical fitness, and financial stability.
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All programs and practices are conducted in accordance with applicable nondiscrimination laws and are designed to support equitable access and merit-based advancement for all employees. Ashland believes that inclusion is essential to innovation and performance. In 2025, the Company advanced its global talent strategy with a focus on engagement, connection, and well-being.
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We achieve this vision by offering diverse and inclusive wellness programs and solutions to our employees that encourage and advance healthy lifestyles within the communities we are part of and the planet we share.
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The Company also recognizes and celebrates employees who exemplify its values through programs such as the Ashland Way Awards and Responsible Solvers™. As part of its commitment to community engagement and global citizenship, Ashland encourages employee participation in the Responsible Solvers™ program.
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As of September 30, 2024, Ashland had approximately 3,200 employees who thrive on developing practical, innovative, and simple solutions to complex problems for customers in more than 100 countries.
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This initiative combines the Company’s philanthropic focus on STEM education with volunteer opportunities, empowering employees to make a meaningful impact in the communities where they live and work. Eligible employees may receive up to 16 hours of paid time-off annually to engage in manager-approved volunteer activities during regular work hours.
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The Company annually completes an in-depth analysis of its pay equity globally using a number of factors to determine if a pay gap exists based on any protected factors (gender, age, race, veteran status). Overall findings continue to be encouraging, identifying only a few employees annually that had a disparity in pay requiring further analysis and corrective action.
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Talent Development and Leadership – Ashland is building a people ecosystem that enables personal and professional growth at every level. The Company conducts disciplined annual talent reviews and succession planning to strengthen its leadership 11 pipeline, promote internal mobility, and minimize attrition.
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In June 2024, Ashland achieved certification as a Global Living Wage Employer by the Fair Wage Network following a rigorous and thorough process in which compensation data for all employees was reviewed on an anonymous basis and steps were taken to remediate any pay gaps.
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The performance management process provides employees with ongoing feedback not only on performance, but also on their developmental progress and how they live the Ashland values. In 2025, Ashland elevated the capabilities of its leaders through targeted development and mentorship programs, and continuous learning opportunities that were delivered both proactively and on-demand.
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A living wage is one that covers one’s basic needs such as housing, food, water, healthcare, transportation, clothing and education for the employee and their dependents. A living wage goes beyond simply fulfilling the local statutory minimum wage requirement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeITEM 1A. R ISK FACTORS The following discussion of “risk factors” identifies the most significant factors that may adversely affect Ashland’s business, operations, financial position or future financial performance. This information should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and related notes incorporated by reference into this Annual Report on Form 10-K.
Biggest changeThis information should be read in conjunction with the description of our business, Management's Discussion and Analysis, and the consolidated financial statements and related notes contained in this Annual Report on Form 10-K. These factors could cause future results to differ from those in forward-looking statements and from historical trends.
These events could expose us to customer litigation, regulatory actions and costs related to the reporting and handling of such a failure or breach, all of which could disrupt our business operations and adversely affect Ashland’s relationships with business partners, harm our brands, reputation, and financial results.
These events could expose us to customer litigation, regulatory actions and costs related to the reporting and handling of such a failure or breach, all of which could disrupt our business operations and adversely affect Ashland’s relationships with business partners and harm our brands, reputation, and financial results.
Ashland’s substantial indebtedness could adversely affect its business, results of operations and financial condition by, among other things: • requiring Ashland to dedicate a substantial portion of its cash flow from operations to pay principal and interest on its debt, which would reduce the availability of Ashland’s cash flow to fund working capital, capital expenditures, acquisitions, execution of its growth strategy and other general corporate purposes; • limiting Ashland’s ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of its growth strategy and other purposes; • making Ashland more vulnerable to adverse changes in general economic, industry and regulatory conditions and in its business by limiting Ashland’s flexibility in planning for, and making it more difficult for Ashland to react quickly to, changing conditions; • placing Ashland at a competitive disadvantage compared with those of its competitors that have less debt and lower debt service requirements; • making Ashland more vulnerable to increases in interest rates if debt is refinanced; and • making it more difficult for Ashland to satisfy its financial obligations.
Ashland’s substantial indebtedness could adversely affect its business, results of operations and financial condition by, among other things: • requiring Ashland to dedicate a substantial portion of its cash flow from operations to pay principal and interest on its debt, which would reduce the availability of Ashland’s cash flow to fund working capital, capital expenditures, acquisitions, execution of its growth strategy and other general corporate purposes; • limiting Ashland’s ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of its growth strategy and other purposes; 16 • making Ashland more vulnerable to adverse changes in general economic, industry and regulatory conditions and in its business by limiting Ashland’s flexibility in planning for, and making it more difficult for Ashland to react quickly to, changing conditions; • placing Ashland at a competitive disadvantage compared with those of its competitors that have less debt and lower debt service requirements; • making Ashland more vulnerable to increases in interest rates if debt is refinanced; and • making it more difficult for Ashland to satisfy its financial obligations.
There may also be situations in which certain environmental liabilities are not known 20 to Ashland or are not probable and estimable. As a result, Ashland’s actual costs for environmental remediation could adversely affect Ashland’s cash flow and, to the extent costs exceed established reserves for those liabilities, its results of operations.
There may also be situations in which certain environmental liabilities are not known to Ashland or are not probable and estimable. As a result, Ashland’s actual costs for environmental remediation could adversely affect Ashland’s cash flow and, to the extent costs exceed established reserves for those liabilities, its results of operations.
In addition, Ashland, as part of its growth goals, continuously evaluates acquisition candidates. If Ashland is unable to successfully identify and integrate acquired businesses, Ashland could fail to achieve any expected increases in sales and operating results, which could have a 14 material adverse effect on Ashland’s financial results.
In addition, Ashland, as part of its growth goals, continuously evaluates acquisition candidates. If Ashland is unable to successfully identify and integrate acquired businesses, Ashland could fail to achieve any expected increases in sales and operating results, which could have a material adverse effect on Ashland’s financial results.
In addition, competitors’ pricing decisions could compel Ashland to decrease its prices, 18 which could negatively affect its margins and profitability. Additional competition in markets served by Ashland could adversely affect margins and profitability and could lead to a reduction in market share. Also, Ashland competes in certain markets that are declining and has targeted other markets for growth opportunities.
In addition, competitors’ pricing decisions could compel Ashland to decrease its prices, which could negatively affect its margins and profitability. Additional competition in markets served by Ashland could adversely affect margins and profitability and could lead to a reduction in market share. Also, Ashland competes in certain markets that are declining and has targeted other markets for growth opportunities.
In addition, the nature of our businesses, the markets we serve, and the extensive geographic profile of our operations make Ashland a target of cybersecurity threats. Cybersecurity threats in general are increasing and becoming more advanced and could occur as a result of the activity of hackers, employee error or employee misconduct.
The nature of our businesses, the markets we serve, and the extensive geographic profile of our operations make Ashland a target of cybersecurity threats. Cybersecurity threats in general are increasing and becoming more advanced and could occur as a result of the activity of hackers, employee error or employee misconduct.
Storms could cause business interruptions, incur additional restoration costs, and impact product availability and pricing. Consumer preference is increasingly impacted by awareness of and a response to climate change. Consumers are increasingly demanding responsibly sourced and manufactured products.
Storms could cause business interruptions, incur additional restoration costs, and impact product availability and pricing. 14 Consumer preference is increasingly impacted by awareness of and a response to climate change. Consumers are increasingly demanding responsibly sourced and manufactured products.
In addition, bad actors are becoming more sophisticated in using various techniques and tools, including artificial intelligence, for malicious purposes. We have in the past experienced cybersecurity threats and other incidents, and we expect such incidents to continue in varying degrees.
In addition, bad actors are becoming more 18 sophisticated in using various techniques and tools, including artificial intelligence, for malicious purposes. We have in the past experienced cybersecurity threats and other incidents, and we expect such incidents to continue in varying degrees.
This concern continues to increase for Ashland 15 and for the global supply chain where fresh water is a key resource for manufacturing operations. Failure to respond to this risk could lead to business interruptions and impact the availability and pricing of product.
This concern continues to increase for Ashland and for the global supply chain where fresh water is a key resource for manufacturing operations. Failure to respond to this risk could lead to business interruptions and impact the availability and pricing of product.
If these earnings are needed for Ashland’s operations in the United States, the repatriation of such earnings could adversely affect its business, results of operations or financial condition. ITEM 1B. UNRESOLV ED STAFF COMMENTS None.
If these earnings are needed for Ashland’s operations in the United States, the repatriation of such earnings could adversely affect its business, results of operations or financial condition. ITEM 1B. UNRESOLV ED STAFF COMMENTS None. 21
Also, domestic and global government regulations related to the manufacture, transport or import of certain raw materials may impede Ashland’s ability to obtain those raw materials on commercially reasonable terms.
Also, domestic and global government regulations related to the manufacture, transport or import of certain raw materials may impede Ashland’s ability to obtain those raw materials on 17 commercially reasonable terms.
Due to the lengthy development process, technological challenges and intense competition, Ashland’s products may not achieve substantial commercial success. In all business segments and especially within Personal Care, there is an increasing awareness of and competition for innovations relating to more sustainable products with increasing attributes such as naturality and biodegradability, or materials sourced from bio-based raw materials.
Due to the lengthy development process, technological challenges and intense competition, Ashland’s products may not achieve substantial commercial success. In all reportable segments and especially within Personal Care, there is an increasing awareness of and competition for innovations relating to more sustainable products with increasing attributes such as naturality and biodegradability, or materials sourced from bio-based raw materials.
Business disruptions, including those related to operating hazards inherent with the production of chemicals, natural disasters, severe weather conditions, supply or logistics disruptions, increasing costs for energy, temporary plant and/or power outages, information technology systems and network disruptions, cyber-security breaches, terrorist attacks, armed conflicts, war, public health crises, fires, floods or other catastrophic events, could seriously harm Ashland’s operations, as well as the operations of its customers and suppliers, and may adversely impact Ashland’s financial performance.
Business disruptions (including those related to operating hazards inherent with the production of chemicals) stemming from events such as natural disasters, severe weather conditions, supply or logistics disruptions, increasing costs for energy, temporary plant and/or power outages, information technology systems and network disruptions, cyber-security breaches, terrorist attacks, armed conflicts, war, public health crises, fires, floods or other catastrophic events, could seriously harm Ashland’s operations, as well as the operations of its customers and suppliers, and may adversely impact Ashland’s financial performance.
As part of its commitment to supporting climate change response efforts, Ashland has committed to 2032 targets through the Science Based Targets Initiative (SBTi) which were approved by SBTi in November of 2023. These targets are aligned with the objective of limiting global warming to no more than 1.5C above preindustrial levels.
As part of its commitment to supporting climate change response efforts, Ashland has committed to 2032 targets through the Science Based Targets Initiative ("SBTi") which were approved by SBTi in October of 2023. These targets are aligned with the objective of limiting global warming to no more than 1.5C above preindustrial levels.
Such adverse events could result in a decrease in the estimated fair value of goodwill or other intangible assets established as a result of such transactions, triggering an impairment. These and other factors could have a material adverse effect on our financial condition and results of operations.
Such adverse events could result in a decrease in the estimated fair value of goodwill or other intangible assets established as a result of such transactions, triggering an impairment as experienced in 2025. These and other factors could have a material adverse effect on our financial condition and results of operations.
Risks Related to the Company’s Business Operations, Financial Performance and Growth Ashland has set aggressive growth goals for its businesses which may be impacted by such risks as the failure to optimize the use of Ashland’s tangible and intangible assets, the failure to identify and successfully integrate acquisition targets, and/or unexpected costs and liabilities associated with strategic acquisitions.
Risks Related to the Company’s Business Operations, Financial Performance and Growth Ashland has set aggressive growth goals for its reportable segments which may be impacted by such risks as the failure to optimize the use of Ashland’s tangible and intangible assets, the failure to identify and successfully integrate acquisition targets, and/or unexpected costs and liabilities associated with strategic acquisitions.
Food and Drug Administration (and analogous non-U.S. agencies) affecting Ashland and its customers, compliance with the U.S. Foreign Corrupt Practices Act (and analogous non-U.S. laws) and the European Union’s Registration, Authorization and Restriction of Chemicals ("REACH") regulation (and analogous non-EU initiatives), and potential operational impacts of General Data Protection Regulation ("GDPR").
Food and Drug Administration (and analogous non-U.S. agencies) affecting Ashland and its customers, compliance with the U.S. Foreign Corrupt Practices Act (and analogous non-U.S. laws) and the EU’s Registration, Authorization and Restriction of Chemicals ("REACH") regulation (and analogous non-EU initiatives), and potential operational impacts of the EU's General Data Protection Regulation ("GDPR").
Competitive and pricing pressures could also impact Ashland’s production volumes, which can in turn reduce cost efficiency. If Ashland’s strategies for dealing with declining markets and leveraging opportunity markets are not successful, its businesses and results of operations could be negatively affected.
Competitive and pricing pressures could also impact Ashland’s production volumes, which can in turn reduce cost efficiency. If Ashland’s strategies for dealing with declining markets and leveraging opportunity markets are not successful, its reportable segments and results of operations could be negatively affected.
This includes, among other things, the possible taxation under U.S. law of certain income from foreign operations, the possible taxation under foreign laws of certain income Ashland reports in other jurisdictions, the Pillar Two initiative of the Organization for Economic Co-operation and Development which introduces a 15% global minimum tax applied on a country-by-country basis to Ashland in many jurisdictions starting October 1, 2024, tariffs or quotas levied on Ashland products, raw materials or key components by certain countries, regulations related to the protection of private information of Ashland’s employees and customers, regulations issued by the U.S.
This 20 includes, among other things, the possible taxation under U.S. law of certain income from foreign operations, the possible taxation under foreign laws of certain income Ashland reports in other jurisdictions, the Pillar Two initiative of the Organization for Economic Co-operation and Development which introduced a 15% global minimum tax applied on a country-by-country basis to Ashland in many jurisdictions which took effect on October 1, 2024, tariffs or quotas levied on Ashland products, raw materials or key components by certain countries, regulations related to the protection of private information of Ashland’s employees and customers, regulations issued by the U.S.
In addition to leading to a serious disruption of Ashland’s businesses, a catastrophic event at one of our facilities or involving our products or employees could lead to substantial legal liability to or claims by parties allegedly harmed by the event.
In addition to leading to a serious disruption of Ashland’s reportable segments, a catastrophic event at one of our facilities or involving our products or employees could lead to substantial legal liability to or claims by parties allegedly harmed by the event.
Ashland is responsible for, and has financial exposure to, liabilities from pending and threatened claims, including those alleging personal injury caused by exposure to asbestos, which could adversely impact Ashland’s results of operations and cash flow.
Ashland has financial exposure to liabilities from pending and threatened claims, including those alleging personal injury caused by exposure to asbestos, which could adversely impact Ashland’s results of operations and cash flow.
Ashland operates in highly competitive markets which places downward pressure on prices and margins and may adversely affect Ashland’s businesses and results of operations. Ashland operates in highly competitive markets, competing against a number of domestic and foreign companies.
Ashland operates in highly competitive markets which places downward pressure on prices and margins and may adversely affect Ashland’s reportable segments and results of operations. Ashland operates in highly competitive markets, competing against a number of domestic and foreign companies.
If they materialize, these risks could lead to reduced sales, impairment of goodwill or intangible assets, and other adverse effects on the Company’s financial condition and results of operations. Ashland’s failure to fully achieve one or more of its aggressive growth goals or meet its long-term objectives could negatively impact Ashland’s potential value and its businesses.
These risks could lead to reduced 13 sales, increased expenses, impairment of goodwill or other intangible assets, and other adverse effects on the Company’s financial condition and results of operations. Ashland’s failure to fully achieve one or more of its aggressive growth goals or meet its long-term objectives could negatively impact Ashland’s potential value and its reportable segments.
Aspects of that risk include changes to the global economic environment, changes to the competitive landscape, attraction and retention of skilled employees, the potential failure of product innovation plans, failure to comply with existing or new regulatory schemes, failure to maintain a competitive cost structure and other risks outlined in greater detail in this Item 1A.
Such optimization failure may result from changes to the global economic environment, changes to the competitive landscape, attraction and retention of skilled employees, the potential failure of product innovation plans, failure to comply with existing or new regulatory schemes, failure to maintain a competitive cost structure and other risks outlined in greater detail in this Item 1A.
Ashland’s businesses rely on IT systems to operate efficiently and in some cases, to operate at all. Ashland employs third parties to manage and maintain a significant portion of its IT systems, including, but not limited to data centers, IT infrastructure, network, client support and end user services, as well as the functions of backing up and securing those systems.
Ashland employs third parties to manage and maintain a significant portion of its IT systems, including, but not limited to data centers, IT infrastructure, network, client support and end user services, as well as the functions of backing up and securing those systems.
The loss of any member of the senior management team could impact the Company’s execution of its growth strategy and also be viewed negatively by investors and analysts, which may cause the price of Ashland’s common stock to decline.
Therefore, Ashland’s future success depends, in part, on the continued service of its senior management team. The loss of any member of the senior management team could impact the Company’s execution of its growth strategy and also be viewed negatively by investors and analysts, which could cause the price of Ashland’s common stock to decline.
In Europe, the effect of economic sanctions imposed on Russia and/or Russia’s reaction to the sanctions could adversely impact Ashland’s performance and results of operations. The risks associated with localized or regional armed conflict in many parts of the world remain high and could disrupt and/or adversely impact Ashland’s businesses.
In Europe, economic sanctions imposed on Russia and/or Russia's reaction to these sanctions may adversely affect Ashland’s performance and results of operations. The risks associated with localized or regional armed conflict in many areas remain high and could disrupt or negatively impact Ashland worldwide.
Ashland also has substantial intellectual property associated with its know-how and trade secrets that are not protected by patent or copyright laws. Ashland’s confidentiality and non-disclosure agreements with its employees and third parties may be breached or may not be effectively enforced.
Any such infringement liability could adversely affect Ashland’s product and service offerings, profitability and results of operations. Ashland also has substantial intellectual property associated with its know-how and trade secrets that are not protected by patent or copyright laws. Ashland’s confidentiality and non-disclosure agreements with its employees and third parties may be breached or may not be effectively enforced.
Ashland may not be able to effectively protect or enforce its intellectual property rights. Ashland relies on the patent, trademark, trade secret and copyright laws of the United States and other countries to protect its intellectual property rights.
Ashland relies on the patent, trademark, trade secret and copyright laws of the United States and other countries to protect its intellectual property rights. The laws of some countries may not protect Ashland’s intellectual property rights to the same extent as the laws of the United States.
These regulations have the potential to impact Ashland’s business and ability to manage materials effectively. Risks Related to Taxation Imposition of new taxes, disagreements with tax authorities or additional tax liabilities could adversely affect Ashland’s business, financial condition, reputation or results of operations. Ashland’s products are made, manufactured, distributed or sold in more than 100 countries and territories.
Risks Related to Taxation Imposition of new taxes, disagreements with tax authorities or additional tax liabilities could adversely affect Ashland’s business, financial condition, reputation or results of operations. Ashland’s products are made, manufactured, distributed or sold in more than 100 countries and territories. A significant portion of Ashland’s sales are generated outside the United States.
Social and cultural norms in certain countries may 16 not support compliance with Ashland’s corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where Ashland operates, particularly in Europe, the Middle East and emerging markets, are a risk to Ashland’s financial performance.
Social and cultural norms in some regions may not align with Ashland’s corporate policies, including those related to compliance with substantive laws and regulations. Furthermore, changes in general economic and political conditions in countries where Ashland operates, particularly in Europe, the Middle East, and emerging markets, pose ongoing risks to Ashland’s financial performance.
The specialty additives and materials industry is subject to periodic technological change and ongoing product improvements. In order to maintain margins and remain competitive, Ashland must successfully develop and introduce new products or improvements that appeal to its customers and ultimately to global consumers.
In order to maintain margins and remain competitive, Ashland must successfully develop and introduce new products or improvements that appeal to its customers and ultimately to global consumers.
Failure of foreign countries to have laws to protect Ashland’s intellectual property rights or an inability to effectively enforce such rights in foreign countries could result in the loss of valuable proprietary information, which could have an adverse effect on Ashland’s business and results of operations. 19 Even in circumstances where Ashland has a patent on certain technologies, such patents may not provide meaningful protection against competitors or against competing technologies.
Failure of foreign countries to have laws to protect Ashland’s intellectual property rights or an inability to effectively enforce such rights in foreign countries could result in the loss of valuable proprietary information, which could have an adverse effect on Ashland’s business and results of operations.
Ashland is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment and human health and safety, and the generation, storage, handling, treatment, disposal and remediation of hazardous substances and waste materials.
These costs could adversely impact Ashland’s cash flow, and, to the extent they exceed Ashland’s established reserves for these liabilities, its results of operations. 19 Ashland is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, human health and safety, and the generation, storage, handling, treatment, disposal and remediation of hazardous substances and waste materials.
A significant portion of Ashland’s revenues are generated outside the United States. As such, Ashland is subject to taxes in the United States as well as numerous foreign countries.
As such, Ashland is subject to taxes in the United States as well as numerous foreign countries.
Compliance with current and future regulations is further complicated by uncertainty around the reevaluation of international agreements by various countries, including the United States, and the resulting impact on regulatory regimes, customs regulations, tariffs, sanctions, and other transnational protocols. 21 Emerging ESG regulations in the European Union and globally such as the Corporate Sustainability Reporting Directive ("CSRD") and European Union Deforestation Regulations ("EUDR") may also require significant resources and data management systems to continue to support the Company.
Compliance with current and future regulations is further complicated by uncertainty around the reevaluation of international agreements by various countries, including the United States, and the resulting impact on regulatory regimes, customs regulations, tariffs, sanctions, and other transnational protocols.
Ashland may not be able to refinance its debt or sell additional debt or equity securities or its assets on favorable terms, if at all, and if Ashland must sell its assets, it may negatively affect its ability to generate revenues. 17 Risks Related to Competition Failure to develop and market new products and production technologies could impact Ashland’s competitive position and have an adverse effect on its sales, businesses, and results of operations.
Ashland may not be able to refinance its debt or sell additional debt or equity securities or its assets on favorable terms, if at all, and if Ashland must sell its assets, it may negatively affect its ability to generate sales.
Ashland relies heavily on its senior management team as these executives are primarily responsible for determining the strategic direction of Ashland’s business and for executing its growth strategy. Therefore, Ashland’s future success depends, in part, on the continued service of its senior management team.
The inability to recruit, and develop key personnel or the unexpected loss, voluntarily or otherwise, of key personnel may adversely affect Ashland's operations. Ashland relies heavily on its senior management team as these executives are primarily responsible for determining the strategic direction of Ashland’s business and for executing its growth strategy.
If Ashland is found liable for infringement, it could be responsible for significant damages, prohibited from using certain products or processes or required to modify certain products and processes. Any such infringement liability could adversely affect Ashland’s product and service offerings, profitability and results of operations.
Ashland could also face claims from third parties alleging that Ashland’s products or processes infringe on their proprietary rights. If Ashland is found liable for infringement, it could be responsible for significant damages, prohibited from using certain products or processes or required to modify certain products and processes.
Ashland expects sales from international markets to continue to represent an even larger portion of the Company’s sales in the future. Also, a significant portion of Ashland’s manufacturing capacity is located outside of the United States. Accordingly, Ashland’s business is subject to risks related to the differing legal, political, cultural, social and regulatory requirements and economic conditions of many jurisdictions.
Greater than half of Ashland’s net sales for fiscal 2025 were to customers outside of North America. Ashland expects sales from international markets to continue to represent an even larger portion of the Company’s sales in the future. Also, a significant portion of Ashland’s manufacturing capacity is located outside of the United States.
The inability to recruit, retain and develop key personnel or the unexpected loss, voluntarily or otherwise, of key personnel may adversely affect Ashland’s operations. Risks Related to Information Technology, Cybersecurity and Intellectual Property Ashland uses information technology ("IT") systems to conduct business and these IT systems are at risk of potential disruption and cybersecurity threats.
Risks Related to Information Technology, Cybersecurity and Intellectual Property Ashland uses information technology ("IT") systems to conduct business and these IT systems are at risk of potential disruption and cybersecurity threats. Ashland’s businesses rely on IT systems to operate efficiently and in some cases, to operate at all.
In addition, Ashland’s success further depends on the Company’s ability to identify and develop talent to succeed its senior management team and other key positions throughout the organization. If Ashland fails to identify and develop successors, the Company is at risk of being harmed by the departures of these key employees.
Ashland’s success further depends on its ability to identify and develop talent to succeed its senior management team and other key positions throughout the organization. If Ashland fails to engage in effective succession planning, it may inhibit the effective transfer of knowledge, prevent smooth transitions involving these key employees, and negatively impact our strategic planning and long-term growth.
One of the most important risks is that Ashland might fail to adequately execute its business strategy and growth plans by not optimizing the use of its physical and intangible assets.
Such failure may result if Ashland is unable to effectively execute its business strategy and growth plans by failing to optimize the use of its physical and intangible assets.
In addition, any patent applications submitted by Ashland may not result in an issued patent. Ashland’s intellectual property rights may be challenged, invalidated, circumvented or rendered unenforceable. Ashland could also face claims from third parties alleging that Ashland’s products or processes infringe on their proprietary rights.
Even in circumstances where Ashland has a patent on certain technologies, such patents may not provide meaningful protection against competitors or against competing technologies. In addition, any patent applications submitted by Ashland may not result in an issued patent. Ashland’s intellectual property rights may be challenged, invalidated, circumvented or rendered unenforceable.
Ashland has incurred, and will continue to incur, substantial costs as a result of environmental, health and safety, and hazardous substances liabilities and related compliance requirements. These costs could adversely impact Ashland’s cash flow, and, to the extent they exceed Ashland’s established reserves for these liabilities, its results of operations.
Ashland has incurred, and will continue to incur, substantial costs related to environmental, health and safety, and hazardous substances compliance.
Ashland’s substantial global operations subject it to risks of doing business in foreign countries, which could adversely affect its business, financial condition and results of operations. Greater than half of Ashland’s net sales for fiscal 2024 were to customers outside of North America.
Ashland’s substantial global operations subject it to risks inherent in doing business in foreign countries, including changes to tariffs and trade policy, geopolitical instability, and challenges in hiring and managing a diverse workforce across jurisdictions with differing labor and employment laws and cultural practices, any of which could adversely affect Ashland's business, financial condition and results of operations.
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The following discussion of risks is designed to highlight what Ashland believes are important factors to consider when evaluating its expectations. These factors could cause future results to differ from those in forward-looking statements and from historical trends.
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ITEM 1A. R ISK FACTORS The following discussion identifies risk factors that may adversely affect Ashland’s business, operations, financial position or future financial performance or make an investment in Ashland speculative or risky. It is designed to highlight what Ashland believes are important factors to consider when evaluating its expectations.
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The global nature of Ashland’s business presents difficulties in hiring and maintaining a workforce in certain countries. Fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided in foreign countries.
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Accordingly, Ashland’s business is subject to risks related to the differing legal, political, cultural, social and regulatory requirements and economic conditions of many jurisdictions Ashland’s global business operations present a range of challenges, particularly related to tariffs, trade policy, and geopolitical risks.
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In addition, foreign countries may impose additional withholding taxes or otherwise tax Ashland’s foreign income, or adopt other restrictions on foreign trade or investment, including currency exchange controls. The imposition of new tariffs or trade quotas, or an impairment of existing trade agreements is also a risk that could impair Ashland’s financial performance.
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The imposition of new tariffs or trade quotas, or the impairment of existing trade agreements, risks that have become more pronounced amid ongoing global trade tensions and protectionist measures, could significantly impair Ashland’s 15 financial performance.
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Certain legal and political risks are also inherent in the operation of a company with Ashland’s global scope. Ashland’s ability to do business and execute its growth strategies could be adversely affected by legal and political changes or other changes to trade policy and trade relationships.
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The uncertainty and volatility created by these policies, including heightened trade disputes, renegotiations of major agreements, and the risk of additional withholding taxes or restrictions on foreign trade and investment (such as currency exchange controls), may disrupt supply chains, increase costs, limit market access for Ashland’s products, and adversely affect profitability in U.S. dollars for products and services provided abroad.
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Ashland could also be impacted negatively if the ongoing trade disputes between the United States and China, or those between the United States and the E.U. were to worsen. In addition, it may be more difficult for Ashland to enforce its agreements or collect receivables through foreign legal systems.
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Ongoing trade disputes between the United States and Europe, Latin America, and the Asia-Pacific region could further negatively impact Ashland if they worsen. Ashland also faces significant geopolitical risks inherent in operating a global business.
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There is a risk that foreign governments may nationalize private enterprises in certain countries where Ashland operates. In certain countries or regions, terrorist activities and the response to such activities may threaten Ashland’s operations more than those in the United States.
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The outbreak or escalation of armed conflicts, including the ongoing Israel/Hamas conflict, can disrupt supply chains, limit market access, and increase operational uncertainty, particularly in the Middle East and surrounding regions. Additionally, terrorist activities and the responses to such threats in certain countries may pose a greater risk to Ashland’s operations than in the United States.
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The laws of some countries may not protect Ashland’s intellectual property rights to the same extent as the laws of the United States.
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Other legal and political risks include difficulties in hiring and maintaining a workforce in certain countries, challenges in enforcing agreements or collecting receivables through foreign legal systems, and the possibility that foreign governments may nationalize private enterprises.
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Risks Related to Competition Failure to develop and market new products and production technologies could impact Ashland’s competitive position and have an adverse effect on its sales, businesses, and results of operations. The specialty additives and materials industry is subject to periodic technological change and ongoing product improvements.
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Ashland may not be able to effectively protect or enforce its intellectual property rights. Any such failure could, in part, result in loss of valuable proprietary information, harm our competitive position and reputation, and expose us to added liabilities.
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Evolving ESG regulations, including the EU’s Corporate Sustainability Reporting Directive ("CSRD"), Corporate Sustainability Due Diligence Directive (“CSDDD”) and European Union Deforestation Regulations ("EUDR") may also require significant resources and data management systems to continue to support the Company. These regulations have the potential to impact Ashland’s business and ability to manage materials effectively.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, the Company conducts periodic testing of software, hardware, defensive capabilities, and other information security systems and regularly engages consultants and other expert third parties to assist the Company in the identification and assessment of risks. 22 Ashland also maintains a similar risk-based approach to its third-party vendor management program including identifying and overseeing cybersecurity risks that such third parties may present.
Biggest changeAdditional safeguards also include employee training and awareness programs around phishing, malware, and other cybersecurity risks. In addition, the Company conducts periodic testing of software, hardware, defensive capabilities, and other information security systems and regularly engages consultants and other expert third parties to assist the Company in the identification and assessment of risks.
The Board’s Audit Committee has primary responsibility for the oversight of the Company’s information and cybersecurity risks and programs established to manage such risks.
The Board’s Audit Committee has primary responsibility for the oversight of the Company’s information and cybersecurity risks and the programs established to manage such risks.
The Audit Committee fulfills this oversight responsibility through receiving regular (and as needed) reports and updates from the Company’s Vice President of Cyber Security and Ashland’s Board also receives periodic reports updates from the Vice President of Cyber Security and the Audit Committee regarding information and cybersecurity matters.
The Audit Committee fulfills this oversight responsibility through receiving regular (and as needed) reports and updates from the Company’s Cyber Security Director and Ashland’s Board also receives periodic reports updates from the Cyber Security Director and the Audit Committee regarding information and cybersecurity matters.
The information security program, led by the Company’s Vice President of Cyber Security, is designed to provide a framework for assessing, identifying, managing, mitigating and responding to cybersecurity threats and incidents and to facilitate cross-functional coordination within Ashland.
The information security program, overseen by the Company’s Vice President of Information Technology and Chief Information Officer, is designed to provide a framework for assessing, identifying, managing, mitigating and responding to cybersecurity threats and incidents and to facilitate cross-functional coordination within Ashland.
In addition, other members of the Company’s information security team also have significant experience in information security. As noted above, management of Ashland’s cybersecurity risks is part of the Company’s overall ERM program, which is overseen by the Board.
Our Cyber Security Director is primarily responsible for integrating cybersecurity risk considerations into the Company’s overall risk management strategy . In addition, other members of the Company’s information security team also have significant experience in information security. As noted above, management of Ashland’s cybersecurity risks is part of the Company’s overall ERM program, which is overseen by the Board.
Governance Ashland’s information security program is led by the Company’s Vice President of Cyber Security who is a Certified Information Systems Security Professional (CISSP) with more than 30 years of experience in information technology and 12 years of experience serving in a chief information security officer role or top executive leader in cyber.
Governance Ashland’s information security program is led by the Company’s Cyber Security Director who has more than 25 years of experience in information technology and 5 years of experience serving in a deputy chief information security officer role or top executive leader in cyber.
As part of this program, the Company, imposes additional scrutiny for vendors that may handle personally identifiable information (PII) data or trade secrets.
Ashland maintains a similar risk-based approach to its third-party vendor management program including identifying and overseeing cybersecurity risks that such third parties may present . As part of this program, the Company, imposes additional scrutiny for vendors that may handle personally identifiable information data or trade secrets.
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Additional safeguards also include employee training and awareness programs around phishing, malware, and other cybersecurity risks.
Removed
Our Vice President of Cyber Security is primarily responsible for integrating cybersecurity risk considerations into the Company’s overall risk management strategy. The Vice President of Cyber Security also holds a master’s in business administration and a Bachelor of Science degree in Computer Science and Engineering.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAshland believes its physical properties are suitable and adequate for the Company’s business. Additional information concerning leases may be found in Note J of Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.
Biggest changeAshland believes its 22 physical properties are suitable and adequate for the Company’s business. Additional information concerning leases may be found in Note J of Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere is a reasonable possibility that a loss exceeding amounts already recognized may be incurred related to these actions; however, Ashland believes that such potential losses would not be material as of September 30, 2024. 24 ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 25 PART II
Biggest changeThere is a reasonable possibility that a loss exceeding amounts already recognized may be incurred related to these actions; however, Ashland believes that such potential losses would not be material as of September 30, 2025. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 24 PART II
Environmental Proceedings (a) CERCLA and Similar State Law Sites - Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws, Ashland and its subsidiaries may be subject to joint and several liability for cleanup costs in connection with alleged releases of hazardous substances at sites where it has been identified as a “potentially responsible party” (PRP).
Environmental Proceedings (a) CERCLA and Similar State Law Sites - Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and similar state laws, Ashland and its subsidiaries may be subject to joint and several liability for cleanup costs in connection with alleged releases of hazardous substances at sites where it has been identified as a “potentially responsible party” ("PRP").
Hercules LLC (Hercules) (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, is also subject to liabilities from asbestos-related personal injury lawsuits involving claims which typically arise from alleged exposure to 23 asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.
Hercules LLC ("Hercules") (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, is also subject to liabilities from asbestos-related personal injury lawsuits involving claims which typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.
In June 2018, OCC sued Ashland, ISP and numerous other defendants in the United States District Court for the District of New Jersey to recover past and future costs of the lower 8 miles pursuant to CERCLA, and filed a later suit in March 2023 for past and future costs of the upper 9 miles of the river.
In June 2018, OCC sued Ashland, ISP and numerous other defendants in the United States District 23 Court for the District of New Jersey to recover past and future costs of the lower 8 miles pursuant to CERCLA, and filed a later suit in March 2023 for past and future costs of the upper 9 miles of the river.
Between 2017 and 2020, Ashland and ISP participated in an USEPA allocation process that resulted in a partial settlement with the EPA. The settlement was lodged with the New Jersey District Court on December 16, 2022, and is currently pending court approval amidst opposition from OCC and others.
Between 2017 and 2020, Ashland and ISP participated in an USEPA allocation process that resulted in a partial settlement with the USEPA. The settlement was lodged with the New Jersey District Court on December 16, 2022, and is currently pending court approval amidst opposition from OCC and others.
Such actions are with respect to commercial matters, product liability, toxic tort liability, employment matters and other environmental matters which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded as of September 30, 2024.
Such actions are with respect to commercial matters, product liability, toxic tort liability, employment matters and other environmental matters which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded as of September 30, 2025.
In March 2016, the USEPA released the FFS Record of Decision for the lower 8 miles and reached an agreement with another chemical company, Occidental Chemical Corporation (OCC) to conduct and pay for the remedial design in Sept. 2016, which design work was completed in Spring 2024.
In March 2016, the USEPA released the FFS Record of Decision for the lower 8 miles and reached an agreement with another chemical company, Occidental Chemical Corporation ("OCC") to conduct and pay for the remedial design in September 2016, which design work was completed in Spring 2024.
As of September 30, 2024, Ashland and its subsidiaries have been identified as a PRP by U.S. federal and state authorities, or by private parties seeking contribution, for the cost of environmental investigation and/or cleanup at 53 sites.
As of September 30, 2025, Ashland and its subsidiaries have been identified as a PRP by U.S. federal and state authorities, or by private parties seeking contribution, for the cost of environmental investigation and/or cleanup at 53 sites.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of September 30, 2024, this peer group consisted of 53 companies. 26 Repurchases of Company Common Stock Share repurchase activity during the three months ended September 30, 2024 was as follows: Q4 Fiscal Periods Total Number of Shares Purchased Average Price Paid per Share, including commission Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) (a) July 1, 2024 to July 31, 2024 — $ — — $ 770 August 1, 2024 to August 31, 2024 992,380 86.44 992,380 684 September 1, 2024 to September 30, 2024 740,117 86.82 740,117 620 Total 1,732,497 1,732,497 $ 620 (a) On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program").
Biggest changeQ4 Fiscal Periods Total Number of Shares Purchased Average Price Paid per Share, including commission Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) (a) July 1, 2025 to July 31, 2025 — $ — — $ 520 August 1, 2025 to August 31, 2025 — — — 520 September 1, 2025 to September 30, 2025 — — — 520 Total — — $ 520 (a) On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program").
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS See Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages M- 1 through M- 42 . ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See Quantitative and Qualitative Disclosures about Market Risk on page M- 42 . ITEM 8.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS See Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages M- 1 through M- 43 . ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See Quantitative and Qualitative Disclosures about Market Risk on page M- 43 . ITEM 8.
The new authorization terminated and replaced the Company's 2022 Stock Repurchase Program, which had $200 million outstanding at the date of termination. As of September 30, 2024, $620 million remained available for repurchase under this authorization. ITEM 6. [RESERVED] ITEM 7.
The new authorization terminated and replaced the Company's 2022 Stock Repurchase Program, which had $200 million outstanding at the date of termination. As of September 30, 2025, $520 million remained available for repurchase under this authorization. ITEM 6. [RESERVED] ITEM 7.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Ashland’s Common Stock is listed on the NYSE (ticker symbol “ASH”) and has trading privileges on Nasdaq. Holders At October 31, 2024, there were approximately 8,003 holders of record of Ashland’s Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Ashland’s Common Stock is listed on the NYSE (ticker symbol “ASH”) and has trading privileges on Nasdaq. Holders At October 31, 2025, there were approximately 7,654 holders of record of Ashland’s Common Stock.
There were no sales of unregistered securities required to be reported under Item 5 of Form 10-K. FIVE-YEAR TOTAL RETURN PERFORMANCE GRAPH The following graph compares Ashland’s five-year cumulative total shareholder return with the cumulative total return of the S&P MidCap 400 † index and one peer group of companies. Ashland is listed in the S&P MidCap 400 † index.
There were no sales of unregistered securities required to be reported under Item 5 in this Annual Report on Form 10-K. FIVE-YEAR TOTAL RETURN PERFORMANCE GRAPH The following graph compares Ashland’s five-year cumulative total shareholder return with the cumulative total return of the S&P MidCap 400 † index and one peer group of companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ASHLAND, S&P MIDCAP 400 † INDEX AND PEER GROUP 2019 2020 2021 2022 2023 2024 Ashland 100 94 119 129 112 122 S&P MidCap 400 † 100 98 141 120 138 176 Peer Group - Materials 100 110 141 125 149 185 The peer group consists of the following industry indices: • Peer Group – Materials: S&P 500 † Materials (large-cap) and S&P MidCap 400 † Materials.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ASHLAND, S&P MIDCAP 400 † INDEX AND PEER GROUP 2020 2021 2022 2023 2024 2025 Ashland 100 127 137 120 130 74 S&P MidCap 400 † 100 144 122 141 179 190 Peer Group - Materials 100 128 114 135 168 162 The peer group consists of the following industry indices: • Peer Group – Materials: S&P 500 † Materials (large-cap) and S&P MidCap 400 † Materials.
The cumulative total shareholder return assumes the reinvestment of dividends.
Ashland is listed in the S&P MidCap 400 † index. The cumulative total shareholder return assumes the reinvestment of dividends.
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As of September 30, 2025, this peer group consisted of 49 companies. 25 Repurchases of Company Common Stock There were no share repurchases during the three months ended September 30, 2025. As of September 30, 2025, $520 million remained available for repurchase under the 2023 Stock Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(In millions) 2024 2023 2022 Tax effect of key items computed at applicable statutory rate (a) $ 31 $ 1 $ 21 Uncertain tax positions (9 ) 32 8 Valuation allowance changes (5 ) 6 4 Basis difference on stock sale 115 — — Tax law changes 49 — — Non US Restructuring 84 — — Deemed inclusions, foreign dividends and other restructuring — 6 (3 ) $ 265 $ 45 $ 30 (a) The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items. 2024 2023 (In millions) 2024 2023 2022 change change Income (loss) from discontinued operations, net of income taxes Performance Adhesives $ (2 ) $ 5 $ 41 $ (7 ) $ (36 ) Composites/Marl Facility (2 ) (1 ) 2 (1 ) (3 ) Asbestos-related litigation (18 ) (5 ) (14 ) (13 ) 9 Water Technologies (4 ) — 4 (4 ) (4 ) Distribution (6 ) (4 ) (7 ) (2 ) 3 Valvoline 2 15 (6 ) (13 ) 21 Gain (loss) on disposal of discontinued operations Performance Adhesives — — 726 — (726 ) Composites/Marl facility — — — — — Water Technologies — — — — — $ (30 ) $ 10 $ 746 $ (40 ) $ (736 ) As a result of the divestiture of the Performance Adhesives segment during 2022 the related operating results have been reflected as discontinued operations (net of income taxes) within the Statements of Consolidated Comprehensive Income (Loss).
Biggest changeThe following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note K of the Notes to Consolidated Financial Statements for the years ended September 30: (In millions) 2025 2024 2023 Tax effect of key items computed at applicable statutory rate (a) $ 62 $ 31 $ 1 Uncertain tax positions — (9 ) 32 Valuation allowance changes (9 ) (5 ) 6 Basis difference on stock sale — 115 — Tax law changes — 49 — Non US restructuring (10 ) 84 — Deemed inclusions, foreign dividends and other restructuring (12 ) — 6 $ 31 $ 265 $ 45 (a) The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items. 2025 2024 (In millions) 2025 2024 2023 change change Income (loss) from discontinued operations, net of income taxes Performance Adhesives $ (2 ) $ (2 ) $ 5 $ — $ (7 ) Composites/Marl Facility — (2 ) (1 ) 2 (1 ) Asbestos-related litigation (13 ) (18 ) (5 ) 5 (13 ) Water Technologies — (4 ) — 4 (4 ) Distribution (10 ) (6 ) (4 ) (4 ) (2 ) Valvoline 2 2 15 — (13 ) $ (23 ) $ (30 ) $ 10 $ 7 $ (40 ) M- 9 In 2025, 2024 and 2023, the Performance Adhesives activity represents subsequent adjustments that were made in conjunction with the post-closing disputes and tax reserves.
Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income and operating income (loss).
Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income (loss) and operating income (loss).
Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense The Adjusted Diluted EPS Excluding Intangible Amortization Expense is adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for the applicable period.
Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense The Adjusted Diluted EPS Excluding Intangible Amortization Expense is Adjusted Diluted EPS adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for the applicable period.
Management believes the use of such non-GAAP measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting the financial results between periods on a more comparable basis.
Management believes the use of such non-GAAP financial measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting the financial results between periods on a more comparable basis.
Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends.
Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income (loss) and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends.
Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance and enhancing their ability to compare period-to-period financial results.
Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance and enhancing their ability to compare period-to-period financial results.
The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss (income) caption on the Statements of Consolidated Comprehensive Income (Loss).
The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss caption on the Statements of Consolidated Comprehensive Income (Loss).
Operating Activities - Operating Assets and Liabilities The cash results during each year were primarily driven by net income, excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income (loss) on acquisitions and divestitures, net as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.
Operating Activities - Operating Assets and Liabilities The cash results during each year were primarily driven by net income (loss), excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income (loss) on acquisitions and divestitures, net as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.
Assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty rates. For further information, see Note G of Notes to Consolidated Financial Statements.
Assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty rates. For further information, see Note G of the Notes to Consolidated Financial Statements.
In general, the 2022 Credit Agreement defines Covenant Adjusted EBITDA as net income plus consolidated interest charges, taxes, depreciation and amortization expense, fees and expenses related to capital market transactions and proposed or actual acquisitions and divestitures, restructuring and integration charges, certain environmental charges, non-cash stock and equity compensation expense, and any other nonrecurring expenses or losses that do not represent a cash item in such period or any future period; less any non-cash gains or other items increasing net income.
In general, the 2022 Credit Agreement defines Covenant Adjusted EBITDA as net income (loss) plus consolidated interest charges, taxes, depreciation and amortization expense, fees and expenses related to capital market transactions and proposed or actual acquisitions and divestitures, restructuring and integration charges, certain environmental charges, non-cash stock and equity compensation expense, and any other nonrecurring expenses or losses that do not represent a cash item in such period or any future period; less any non-cash gains or other items increasing net income (loss).
The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods.
The non-GAAP financial measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods.
Additional capital resources Ashland cash projection Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash and investment balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for the Company’s foreseeable working capital needs, capital expenditures at existing facilities, pending acquisitions, dividend payments and debt service obligations.
Additional capital resources Ashland cash projection Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash, cash equivalents, investment balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for the Company’s foreseeable working capital needs, capital expenditures at existing facilities, pending acquisitions, dividend payments and debt service obligations.
The amount of mandatory versus discretionary expenditures can vary significantly between periods. Other disclosures on non-GAAP measures Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted Diluted EPS and Ongoing Free Cash Flow, Ashland is not reaffirming or providing forward-looking guidance for U.S.
The amount of mandatory versus discretionary expenditures can vary significantly between periods. Other disclosures on non-GAAP financial measures Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted Diluted EPS and Ongoing Free Cash Flow, Ashland is not reaffirming or providing forward-looking guidance for U.S.
The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled in the "Use of non-GAAP measures" section. In general, consolidated indebtedness includes debt plus all purchase money indebtedness, banker’s acceptances and bank guaranties, deferred purchase price of property or services, attributable indebtedness and guarantees.
The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled in the "Use of Non-GAAP Financial Measures" section. In general, consolidated indebtedness includes debt plus all purchase money indebtedness, banker’s acceptances and bank guaranties, deferred purchase price of property or services, attributable indebtedness and guarantees.
Each of these non-GAAP measures is defined as follows: EBITDA (operating income (loss) plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income (loss), such as interest expense and income taxes.
Each of these non-GAAP financial measures is defined as follows: EBITDA (operating income (loss) plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income (loss), such as interest expense and income taxes.
Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes.
Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos litigation reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes.
These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP.
These non-GAAP financial measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP financial measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP.
The adjustments Ashland makes to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income and operating income (loss) and which Ashland does not consider to be the fundamental attributes or primary drivers of its business.
The adjustments Ashland makes to derive the non-GAAP financial measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income (loss) and operating income (loss) and which Ashland does not consider to be the fundamental attributes or primary drivers of its business.
Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business. Ashland does not have manufacturing operations in Russia, Ukraine, or Belarus.
Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations and mitigate the effects of events that could disrupt its business. Ashland does not have manufacturing operations in Israel, Russia, Ukraine, or Belarus.
GAAP and do not purport to be alternatives to net income or cash flows from operating activities as a measure of operating performance or cash flows: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA is defined as net income, plus income tax expense (benefit), net interest and other expense (income), and depreciation and amortization.
GAAP and do not purport to be alternatives to net income (loss) or cash flows from operating activities as a measure of operating performance or cash flows: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA is defined as net income (loss), plus income tax expense (benefit), net interest and other expense (income), and depreciation and amortization.
Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of the reporting units to the related carrying value.
Goodwill Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of its reporting units to the related carrying value.
This decrease was partially offset by higher operating costs driven by higher unit manufacturing costs associated with decreased plant loading to produce to demand in the first half of the year, $57 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, $10 million of other plant optimization costs, and higher volume compared to inventory control measures in the prior year.
This decrease was partially offset by higher operating costs driven by higher unit manufacturing costs associated with decreased plant loading to produce to demand in the first half of fiscal 2024, $57 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, $10 million of other plant optimization costs, and higher volume compared to inventory control measures in the prior year.
Accounts receivable facilities and off-balance sheet arrangements U.S. accounts receivable sales program On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged M- 30 receivables, of two other U.S. based Ashland subsidiaries.
Accounts receivable facilities and off-balance sheet arrangements U.S. accounts receivable sales program On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries.
Foreign Accounts Receivable Sales Program On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (the "SPE"), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe.
M- 31 Foreign Accounts Receivable Sales Program On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (the "SPE"), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe.
If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or M- 37 improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.
If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.
In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statement of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheets.
In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statements of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheets.
GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions.
GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because M- 11 it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions.
These non-operating key items for the applicable periods are summarized as follows: • Gain/loss on pension and other postretirement plan remeasurements – Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year.
These non-operating key items for the applicable periods are summarized as follows: • Loss (gain) on pension and other postretirement plan remeasurements – Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and M- 13 whenever a plan is determined to qualify for a remeasurement during a fiscal year.
(f) Operating Cash Flow Conversion is defined as Cash flows provided by operating activities from continuing operations divided by Net income. (g) Ongoing Free Cash Flow Conversion is defined as Ongoing Free Cash Flow divided by Adjusted EBITDA.
(f) Operating Cash Flow Conversion is defined as Cash flows provided by operating activities from continuing operations divided by net income (loss). (g) Ongoing Free Cash Flow Conversion is defined as Ongoing Free Cash Flow divided by Adjusted EBITDA.
The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars; and • In 2024, a $1 million unrealized gain on commodity hedges was recorded compared to a loss of $6 million during 2023. See Note E for more information.
The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars; and • In 2024, a $1 million unrealized gain on commodity hedges was recorded compared to a loss of $6 million during 2023. See Note E of the Notes to Consolidated Financial Statements for more information.
Products include rheology modifiers (cellulosic and associative thickeners), foam control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in M- 20 catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding.
Products include rheology modifiers (cellulosic and associative thickeners), foam control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding.
EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and M- 10 provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments and provide continuity to investors for comparability purposes.
EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments and provide continuity to investors for comparability purposes.
Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Ashland accounts for the receivables transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets.
Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these accounts receivable. Ashland accounts for the accounts receivable transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets.
(b) Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2024 as well as projected benefit payments through 2031 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note L of the Notes to Consolidated Financial Statements for additional information.
(b) Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2025 as well as projected benefit payments through 2031 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note L of the Notes to Consolidated Financial Statements for additional information.
M- 7 Adjusted income tax expense Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends.
Adjusted income tax expense Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income (loss) and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, environmental remediation, asbestos litigation, the accounting for goodwill and other intangible assets and income taxes.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, environmental remediation, asbestos litigation, the accounting for goodwill and other indefinite-lived intangible assets and income taxes.
Hercules asbestos-related litigation Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.
M- 37 Hercules asbestos-related litigation Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.
The dividend was paid in the third and fourth quarter of fiscal 2023. In May 2022, the Board of Directors of Ashland announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share.
The dividend was paid in the third and fourth quarter of fiscal 2023. In May 2022, the Board announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share.
See Note D of the Notes to Consolidated Financial Statements for more information; • Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations.
See Note D of the Notes to Consolidated Financial Statements for more information; M- 12 • Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations.
The dividend was paid in the third and fourth quarter of fiscal 2024. In May 2023, the Board of Directors of Ashland announced a quarterly cash dividend of 38.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 33.5 cents per share.
The dividend was paid in the third and fourth quarter of fiscal 2024. In May 2023, the Board announced a quarterly cash dividend of 38.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 33.5 cents per share.
The 2022 Credit Agreement contains usual and customary representations, warranties and affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.
The 2022 Credit Agreement contains usual and customary representations, warranties and M- 30 affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.
(b) These are non-GAAP measures. See "Use of non-GAAP measures" section below for reconciliations to U.S. GAAP.
(b) These are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" section below for reconciliations to U.S. GAAP.
Income taxes Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities.
M- 40 Income taxes Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2024, 2023 and 2022.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2025, 2024 and 2023.
In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that reference this metric. M- 11 In accordance with U.S.
In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP financial measures and are defined further in the sections that reference this metric. In accordance with U.S.
Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received true sale at law and non-consolidation opinions from independent qualified legal advisors in the jurisdiction of each originating subsidiary to support the legal isolation of these receivables.
Ashland determined that any accounts receivable transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received true sale at law and non-consolidation opinions from independent qualified legal advisors in the jurisdiction of each originating subsidiary to support the legal isolation of these accounts receivable.
This model update resulted in a $6 million increase in the receivable for probable insurance recoveries. Asbestos litigation cost projection Projecting future asbestos costs is subject to numerous variables that are difficult to predict.
This model update resulted in a $4 million increase in the receivable for probable insurance recoveries. Asbestos litigation cost projection Projecting future asbestos costs is subject to numerous variables that are difficult to predict.
Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership.
Ashland’s continuing involvement is limited to servicing the accounts receivable, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. Ashland determined that any accounts receivable transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership.
These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating M- 41 performance and financial condition, as well as the economy and other future events or circumstances.
These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances.
Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coating, thickeners, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists and industrial manufacturers. The nutraceuticals business was sold in August 2024.
Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists manufacturers. The Nutraceuticals business was sold in August 2024.
As of September 30, 2024, Ashland was in compliance with all debt agreement covenant restrictions. The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0.
As of September 30, 2025, Ashland was in compliance with all debt agreement covenant restrictions. The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0.
Accounting for goodwill and other indefinite-lived intangible assets Goodwill Ashland accounts for goodwill and other intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.
M- 38 Accounting for goodwill and other indefinite-lived intangible assets Ashland accounts for goodwill and other indefinite-lived intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.
During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and such suppliers.
Supply Chain Finance Program During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers.
Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.
Ashland has estimated the value of probable insurance recoveries associated with its asbestos litigation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.
The effective tax rates during 2024, 2023 and 2022 were significantly impacted by the following tax specific key items: • Uncertain tax position – Includes the impact from the settlement of uncertain tax positions with various tax authorities; • Valuation allowances – Includes the impact from the release of certain foreign tax credit valuation allowances; • Restructuring and separation activity – Includes the tax impact of the Nutraceuticals business sale and company-wide restructuring activities; and • Other and tax reform related activity – Includes miscellaneous state and foreign statute adjustments.
The effective tax rates during 2025, 2024 and 2023 were significantly impacted by the following tax specific key items: • Uncertain tax position – Includes the impact from the settlement of uncertain tax positions with various tax authorities; • Valuation allowances – Includes the impact from the release of certain foreign tax credit valuation allowances; • Restructuring and separation activity – Includes the tax impact of the Nutraceuticals business divestiture and company-wide restructuring activities; and • Other and tax reform related activity – Includes miscellaneous state and foreign statute adjustments.
Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate completed during 2024, it was determined that the liability for Hercules asbestos-related claims should be increased by $14 million.
Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate completed during 2025, it was determined that the liability for Hercules asbestos-related claims should be increased by $10 million.
At September 30, 2024, Ashland’s calculation of the consolidated net leverage ratio was 2.3. The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period.
At September 30, 2025, Ashland’s calculation of the consolidated net leverage ratio was 2.8. The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period.
For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent.
For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos litigation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent.
Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items (including remeasurement gains and losses related to pension and other postretirement plans). Adjusted EBITDA margin is Adjusted EBITDA divided by sales.
Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items (including M- 10 remeasurement gains and losses related to pension and other postretirement plans). Adjusted EBITDA margin is Adjusted EBITDA divided by sales.
In addition to the operating key items previously described, additional non-operating key items for the applicable periods are summarized as follows: • Unrealized gain on securities – represents gains recognized on restricted investments related to the Asbestos trust and Environmental trust for each period.
M- 14 In addition to the operating key items previously described, additional non-operating key items for the applicable periods are summarized as follows: • Unrealized gains on securities – represents gains recognized on restricted investments related to the Asbestos trust and Environmental trust for each period.
Changes in asbestos-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note M of the Notes to Consolidated Financial Statements for additional information.
Changes in asbestos litigation reserves liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note M of the Notes to Consolidated Financial Statements for additional information.
M- 39 EFFECTS OF INFLATION AND CHANGING PRICES Ashland’s financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar.
EFFECTS OF INFLATION AND CHANGING PRICES Ashland’s consolidated financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar.
(c) Amortization expense adjustment (net of tax) tax rates were 20% for each of the years ended 2024, 2023 and 2022. M- 15 RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW Ashland's reportable segments include Life Sciences, Personal Care, Specialty Additives, and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters.
(c) Amortization expense adjustment (net of tax) tax rates were 20% for each of the fiscal years 2025, 2024 and 2023. M- 15 RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW Ashland's reportable segments include Life Sciences, Personal Care, Specialty Additives, and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters.
Ashland had no available liquidity under the U.S. and Foreign Accounts Receivable Sales Program, respectively, as of September 30, 2024. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027.
Ashland had no available liquidity under the U.S. and Foreign Accounts Receivable Sales Program, as of September 30, 2025. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027.
On April 14, 2023, Ashland entered into Second and Third Amendments associated with this current program, whereby the scheduled termination date was extended to April 14, 2025 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $115 million between February and October of each year and up to $100 million all other times.
On April 14, 2023, Ashland entered into Second and Third Amendments associated with this current program, whereby the scheduled termination date was extended to April 14, 2025 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $115 million between February and October of each year and up to $100 million all other times (a level 1 fair value measurement).
Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2024 and 2023 of less than $1 million.
Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2025 and 2024 of less than $1 million.
Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x. M- 32 Ashland credit ratings Ashland’s corporate credit ratings remained unchanged at BB+ by Standard & Poor’s and Ba1 by Moody’s Investor Services. As of September 30, 2024, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable.
Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x. Ashland credit ratings Ashland’s corporate credit ratings remained unchanged at BB+ by Standard & Poor’s and Ba1 by Moody’s Investor Services. As of September 30, 2025, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable.
Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2024.
Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2025.
Ashland recognized a $3 million, a $3 million and a $1 million loss within the Statements of Consolidated Comprehensive Income (Loss) for 2024, 2023 and 2022, respectively, within the net interest and other expense (income) caption associated with sales under the program.
Ashland recognized a loss of $3 million within the Statements of Consolidated Comprehensive Income (Loss) for 2025, 2024 and 2023, respectively, within the net interest and other expense (income) caption associated with sales under the program.
The significant cash investing activities for the current year primarily related to cash outflows of $137 million for capital expenditures, $10 million for lease asset acquisition and $5 million restricted for investment trust purposes for environmental remediation.
The significant cash investing activities for 2024 primarily related to cash outflows of $137 million for capital expenditures, $10 million for lease asset acquisition and $5 million restricted for investment trust purposes for environmental remediation.
As a result of these activities, Ashland recorded adjustments during each year to its environmental liabilities and receivables primarily related to previously divested businesses or non-operational sites.
As a result of these activities, Ashland recorded adjustments during each year to its environmental remediation reserves and receivables primarily related to previously divested businesses or non-operational sites.
See Note M of the Notes to Consolidated Financial Statements for more information; and • Held for sale depreciation and amortization – Represents the depreciation and amortization for the Nutraceuticals business held for sale assets during fiscal 2024. See Note B of the Notes to Consolidated Financial Statements for more information.
See Note M of the Notes to Consolidated Financial Statements for more information; • Held for sale depreciation and amortization – Represents the depreciation and amortization for the Avoca business assets during fiscal 2025 and the Nutraceuticals business assets during fiscal 2024.
Ashland has estimated the value of its probable insurance recoveries associated with its environmental reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage.
Ashland has estimated the value of its probable insurance recoveries associated with its environmental remediation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage.
Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and such Suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan under this program.
Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program.
(b) Includes $12 million, $12 million and $7 million during 2024, 2023 and 2022, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year.
(b) Includes $7 million during 2025, and $12 million each during 2024 and 2023, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year.
The Adjusted Diluted EPS metric enables Ashland to demonstrate what effect key items have on an earnings per diluted share basis by taking income (loss) from continuing operations, adjusted for key items after tax that have been identified in the Adjusted EBITDA table, and dividing by the average outstanding diluted shares for the applicable period.
The Adjusted Diluted EPS metric enables Ashland to demonstrate what effect key items have on EPS by taking income (loss) from continuing operations, adjusted for key items after tax that have been identified in the Adjusted EBITDA table, and dividing by the average outstanding diluted shares for the applicable period.
(e) Excludes income (loss) from discontinued operations and other net periodic benefit loss (income). See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded. M- 17 Life Sciences Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals.
(i) Excludes income (loss) from discontinued operations, net of income taxes and other net periodic benefit loss. See the Statements of Consolidated Comprehensive Income (Loss) for applicable amounts excluded. M- 17 Life Sciences Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals.
Results for Ashland’s continuing operations, diluted earnings per share from continuing operations and operating income (loss) for 2024, 2023 and 2022 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of non-GAAP measures” section of this Annual Report on Form 10-K.
M- 3 Results for Ashland’s continuing operations, diluted earnings (loss) per share from continuing operations and operating income (loss) for fiscal 2025, 2024 and 2023 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section of this Annual Report on Form 10-K.
Available borrowing capacity and liquidity The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $596 million due to a reduction of $4 million for letters of credit outstanding at September 30, 2024. Ashland's total borrowing capacity at September 30, 2024 was $596 million.
M- 32 Available borrowing capacity and liquidity The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $596 million due to a reduction of $4 million for letters of credit outstanding at September 30, 2025. Ashland's total borrowing capacity at September 30, 2025 was $596 million.
See Note E of the Notes to Consolidated Financial Statements for more information; • Uncertain tax positions – represents the impact from the settlement of uncertain tax positions with various tax authorities for fiscal 2024 and 2023; M- 14 • Valuation allowance – represents the impact from the release of certain foreign tax credit valuation allowances; • Restructuring and separation activity – represents the tax impact of the held for sale classification for the Nutraceuticals business; and • Other and tax reform related activity – represents tax specific key items associated with foreign tax related activity for fiscal 2024. 2024 2023 2022 Diluted EPS from continuing operations (as reported) $ 3.95 $ 3.13 $ 3.20 Key items, before tax: Nutraceuticals impairment and sale 2.14 — — Accelerated depreciation 1.14 — — Environmental reserve adjustments 0.90 1.04 0.95 Restructuring, separation and other costs 0.60 0.19 0.09 Loss (gain) on pension and other postretirement plan remeasurements 0.29 (0.04 ) (0.40 ) Asset impairments 0.22 0.08 — Other plant optimization costs 0.20 — — Nutraceuticals VAT reserve 0.14 — — Argentina currency devaluation impact 0.10 — — Legal settlement 0.08 — — Income on acquisitions and divestitures, net — (0.11 ) (0.75 ) ICMS Brazil tax credit — (0.22 ) — Held for sale depreciation and amortization (0.06 ) — — Unrealized (gain) loss on securities (1.20 ) (0.54 ) 1.82 Key items, before tax 4.55 0.40 1.71 Tax effect of key items (a) (0.62 ) (0.02 ) (0.38 ) Key items, after tax 3.93 0.38 1.33 Tax specific key items: Uncertain tax positions 0.18 (0.60 ) (0.15 ) Valuation allowance 0.10 (0.12 ) (0.07 ) Restructuring and separation activity (2.30 ) — 0.06 Other tax reform related activity (2.66 ) (0.11 ) — Tax specific key items (b) (4.68 ) (0.83 ) (0.16 ) Total key items (0.75 ) (0.45 ) 1.17 Adjusted Diluted EPS from Continuing Operations (non-GAAP) $ 3.20 $ 2.68 $ 4.37 Amortization expense adjustment (net of tax) (c) 1.25 1.39 1.33 Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense $ 4.45 $ 4.07 $ 5.70 (a) Represents the diluted EPS impact from the tax effect of the key items that are previously identified above.
See Note E of the Notes to Consolidated Financial Statements for more information; • Uncertain tax positions – represents the impact from the settlement of uncertain tax positions with various tax authorities for fiscal 2025, 2024 and 2023; • Valuation allowance – represents the impact from the release of certain foreign tax credit valuation allowances; • Restructuring and separation activity – represents the tax impact of the held for sale classification for the Nutraceuticals business; and • Other and tax reform related activity – represents tax specific key items associated with foreign tax related activity for fiscal 2025 and 2024. 2025 2024 2023 Diluted EPS from continuing operations (as reported) $ (17.74 ) $ 3.95 $ 3.13 Key items, before tax: Goodwill impairment 15.22 — — Avoca business impairment and sale 3.75 — — Accelerated depreciation 0.89 1.14 — Environmental reserve adjustments 0.76 0.90 1.04 Restructuring, separation and other costs 0.48 0.60 0.19 Other plant optimization costs 0.48 0.20 — Nutraceuticals business impairment and sale 0.02 2.14 — Asset impairments — 0.22 0.08 Nutraceuticals VAT reserve — 0.14 — Argentina currency devaluation impact — 0.10 — Legal settlement — 0.08 — ICMS Brazil tax credit — — (0.22 ) Loss (gain) on pension and other postretirement plan remeasurements (0.07 ) 0.29 (0.04 ) Held for sale depreciation and amortization (0.04 ) (0.06 ) — Tax credit (0.07 ) — — Income on divestitures, net (0.30 ) — (0.11 ) Unrealized gains on securities (0.42 ) (1.20 ) (0.54 ) Key items, before tax 20.70 4.55 0.40 Tax effect of key items (a) (1.37 ) (0.62 ) (0.02 ) Key items, after tax 19.33 3.93 0.38 Tax specific key items: Uncertain tax positions — 0.18 (0.60 ) Valuation allowance 0.21 0.10 (0.12 ) Restructuring and separation activity — (2.30 ) — Other tax reform related activity 0.48 (2.66 ) (0.11 ) Tax specific key items (b) 0.69 (4.68 ) (0.83 ) Total key items 20.02 (0.75 ) (0.45 ) Adjusted Diluted EPS from Continuing Operations (non-GAAP) $ 2.28 $ 3.20 $ 2.68 Amortization expense adjustment (net of tax) (c) 1.10 1.25 1.39 Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense $ 3.38 $ 4.45 $ 4.07 (a) Represents the diluted EPS impact from the tax effect of the key items that are previously identified above.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe impacts of these contracts were largely offset by gains and losses resulting from the impact of changes in exchange rates on transactions denominated in non-functional currencies. As of September 30, 2024 and 2023, Ashland had not identified any significant credit risk on open derivative contracts.
Biggest changeThe impacts of these contracts were largely offset by gains and losses resulting from the impact of changes in exchange rates on transactions denominated in non-functional currencies. As of September 30, 2025 and 2024, Ashland had not identified any significant credit risk on open derivative contracts.
Ashland did not have any significant open hedging contracts with respect to commodities or any related raw material requirements as of and for the year ended September 30, 2024. M- 42
Ashland did not have any significant open hedging contracts with respect to commodities or any related raw material requirements as of and for the year ended September 30, 2025. M- 43

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