Valvoline SEC Filings

Valvoline Inc. insider filing: President and CEO Lori Ann Flees reported acquiring 31 deferred stock units on January 8, 2026 under Valvoline Inc.'s 2016 Deferred Compensation Plan for Employees. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution from the plan. These units were acquired through salary deferral rather than a market purchase. After this transaction, Flees beneficially owns 15,247 deferred stock units, which will generally be settled in Valvoline common stock upon an unforeseeable emergency, or upon her death, disability, or separation from service, in line with the plan's terms.

Valvoline Inc. reported that, effective December 29, 2025, Senior Vice President Mary E. Meixelsperger retired from the Company. She previously served as Valvoline’s Chief Financial Officer from June 2016 through May 19, 2025, before continuing in a senior leadership role. The Company acknowledged and appreciated her long tenure and contributions and extended best wishes for her retirement.

Valvoline Inc.'s President & CEO, who is also a director, reported acquiring 59 deferred stock units on 12/26/2025 under the company’s 2016 Deferred Compensation Plan for Employees. Each deferred stock unit represents a contingent right to receive one share of Valvoline common stock in the future.

The units were acquired through salary deferral at a reference price of $30.09 per unit, bringing the executive’s total beneficial holdings in this derivative security to 15,216 units held directly. These units are payable in Valvoline common stock upon an unforeseeable emergency, or the executive’s death, disability, or separation from service, in line with the plan’s terms.

Valvoline Inc. is asking shareholders to vote at its 2026 Annual Meeting on four key items: electing nine directors, ratifying Ernst & Young LLP as independent auditor for fiscal 2026, approving a non-binding advisory vote on executive compensation, and approving the 2026 Omnibus Incentive Plan.

For fiscal 2025, Valvoline reports net sales of $1.7 billion, operating income from continuing operations of $390 million, diluted EPS from continuing operations of $1.67, system-wide store sales of $3.5 billion, and Adjusted EBITDA of $467 million. The system-wide network reached 2,180 stores with 8.5% annual growth, and same-store sales grew 6.1%.

Annual incentives for executives paid out at 85.8% of target based on net sales of $1.71 billion and adjusted EBIT of $349.3 million. Performance stock units for 2023–2025 paid out at 98.4% of target, and shareholders gave approximately 92% support to the prior Say-on-Pay vote.

Valvoline Inc. reported that its President & CEO, who also serves as a director, acquired deferred stock units tied to company common shares. On 12/11/2025, the executive received 4,778 deferred stock units at a price of $30.53 per unit under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees. These units were acquired through partial deferral of the executive’s bi-weekly salary and fiscal 2025 incentive compensation payment.

Each deferred stock unit represents a contingent right to receive one share of Valvoline common stock in the future. The shares become payable upon an unforeseeable emergency, or the executive’s death, disability, or separation from service, in line with the terms of the deferred compensation plan. Following this transaction, the executive beneficially owned 15,157 derivative securities related to Valvoline common stock, held directly.

Valvoline Inc. announced that it is hosting an Investor Update in New York on December 11, 2025. During this event, the company plans to share information about its business, long-term strategy, and outlook with investors. The presentation materials are provided as an exhibit to the report.

The Investor Update is being webcast live through Valvoline’s investor relations website, with a replay available shortly after the event. The company also includes the usual caution that the presentation contains forward-looking statements, covering topics such as the acquisition of Breeze Autocare and its Oil Changers stores, growth strategy, capital allocation, leverage targets, and other expectations for future performance.

Valvoline Inc. entered into an incremental amendment to its credit agreement to add a new $740 million senior secured term loan B facility and used it to help fund a major acquisition. The incremental term loan was drawn in full on December 1, 2025, bears interest at adjusted term SOFR plus 2.000% or an alternate base rate plus 1.000%, amortizes at 0.25% per fiscal quarter, and matures seven years after closing. It is guaranteed by many of Valvoline’s subsidiaries and secured by a first-priority lien on substantially all of their personal property.

On the same date, Valvoline closed its previously announced acquisition of OC IntermediateCo, Inc., which owns and operates the Breeze Autocare business, including Oil Changers quick lube stores, for a net purchase price of $593 million, subject to customary adjustments. Immediately after closing, Valvoline divested 45 Breeze Autocare stores to Main Street Auto Express Oil, LLC, as required under a Federal Trade Commission order to obtain clearance for the deal. The acquisition was financed with borrowings under the new incremental term facility.

Valvoline Inc. reported an insider equity transaction by its Chief Legal Officer. On 11/28/2025, FY 2023 restricted stock units covering 1,058 shares vested and converted into an equal number of Valvoline common shares. In a related transaction the same day, 330 shares of common stock were disposed of at $31.31 per share, typically reflecting shares withheld to cover taxes.

After these transactions, the officer directly held 17,979 shares of Valvoline common stock and had an additional 3,048 shares credited indirectly through the Valvoline 401(k) Plan. This filing reflects routine executive equity compensation activity rather than an open-market purchase or sale.