[8-K] Valvoline Inc. Reports Material Event

Rhea-AI Filing Summary

Valvoline Inc. amended the merger agreement to acquire Breeze Autocare, which operates Oil Changers stores, to provide additional time for regulatory review. The First Amendment, dated August 11, 2025, extends the Merger Agreement termination date to the later of November 15, 2025 or the date of Closing provided all closing conditions are satisfied on or prior to November 15, 2025, and revises the Closing mechanics to occur on the fifteenth day after all Closing conditions are satisfied. The original Merger Agreement was entered on February 17, 2025, and the parties received an FTC Second Request on April 9, 2025. The amendment preserves the transaction timetable while the parties continue constructive discussions with the FTC.

Positive

• Amendment preserves the transaction by extending the termination date to Nov 15, 2025, allowing time to complete the FTC review process.
• Parties report constructive discussions with the FTC, indicating ongoing engagement rather than abandonment of the transaction.

Negative

• FTC issued a Second Request on Apr 9, 2025, triggering an extended regulatory review process.
• Closing is delayed until all Closing conditions are satisfied and no later than Nov 15, 2025, creating timing uncertainty for completion.

Insights

M&A Specialist

TL;DR Amendment extends the deal deadline to allow completion of FTC information requests, keeping the acquisition alive without changing price terms.

The First Amendment formalizes an extension of the Merger Agreement termination date to the later of November 15, 2025 or the Closing date if conditions are met by then, and moves the Closing to the fifteenth day after satisfaction of Closing conditions. These are procedural, not economic, changes disclosed in Exhibit 2.1. The amendment preserves the parties' rights to close while they respond to the FTC's Second Request issued on April 9, 2025. From an M&A standpoint, this is a common approach to accommodate regulator timelines and maintain deal certainty while review continues.

Regulatory / Risk Analyst

TL;DR The amendment reflects ongoing regulatory review by the FTC and extends the deadline to resolve outstanding information requests.

Valvoline and the counterparties received a substantive regulatory inquiry (the FTC Second Request) and have agreed to extend the Merger Agreement's termination date to Nov 15, 2025 to allow additional time to respond. The filing explicitly states the parties are engaging in constructive conversations with the FTC. The amendment does not terminate the transaction or alter the fundamental terms disclosed; instead, it adjusts timing to reduce the risk of an unintended expiration of the agreement while the review proceeds.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 11, 2025

__________________________________

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

___________________________________

Kentucky

001-37884

30-0939371

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100

Lexington, KY 40509

(Address of Principal Executive Offices)

(859) 357-7777

(Registrant’s telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

						Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.									☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on February 17, 2025, Valvoline Inc., a Kentucky corporation ("Valvoline"), OCI Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Valvoline ("Merger Sub"), OC Parent, L.P., a Delaware limited partnership ("HoldCo"), and OC IntermediateCo, Inc., a Delaware corporation and wholly-owned subsidiary of HoldCo ("OC IntermediateCo"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for the merger of Merger Sub with and into OC IntermediateCo, with OC IntermediateCo surviving the merger as a wholly-owned subsidiary of Valvoline (the "Merger"). OC IntermediateCo, through its subsidiaries, owns and operates the Breeze Autocare business, including quick lube oil change stores operating under the Oil Changers brand.

As previously disclosed, on April 9, 2025, Valvoline and Greenbriar Equity Group, LP, parent of HoldCo, each received a Request for Additional Information and Documentary Material (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC’s review of the Merger. Valvoline continues to have constructive conversations with the FTC regarding a potential path forward to close the Merger.

To provide additional time to work through the Second Request process, on August 11, 2025, Valvoline, Merger Sub, HoldCo and OC IntermediateCo entered into the First Amendment to Agreement and Plan of Merger (the "Amendment") pursuant to which, among other things, the parties have agreed to extend the Termination Date set forth in the Merger Agreement to the later of (i) November 15, 2025 or (ii) the date of Closing, provided all Closing conditions have been satisfied on or prior to November 15, 2025. The Amendment also revises the date of Closing to the fifteenth day (or, if such date is not a business day, then the first succeeding business day thereafter) after all Closing conditions have been satisfied unless another date is agreed to by the parties.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Forward Looking Statements

Certain statements herein, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transaction to acquire Breeze Autocare, including its Oil Changers stores, the expected timetable for obtaining regulatory approval and completing the proposed transaction, and the benefits and synergies of the proposed transaction; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits
Exhibit No.			Description of Exhibit
2.1			First Amendment to Agreement and Plan of Merger by and among Valvoline Inc., OCI Merger Sub Inc., OC Parent, L.P., and OC IntermediateCo, Inc., dated as of August 11, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			VALVOLINE INC.
Date: August 12, 2025			By:			/s/ Julie M. O'Daniel
						Julie M. O'Daniel
						Senior Vice President, Chief Legal Officer and Corporate Secretary

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FAQ

What change did Valvoline (VVV) announce in this 8-K?

Valvoline entered into a First Amendment on August 11, 2025 that extends the Merger Agreement termination date to the later of Nov 15, 2025 or the Closing date if all Closing conditions are satisfied by then, and revises the Closing timing.

Why was the termination date extended?

The extension was made to provide additional time to work through the U.S. Federal Trade Commission's Second Request related to the proposed acquisition.

Which business is Valvoline acquiring under the Merger Agreement?

The transaction involves acquiring the Breeze Autocare business, including quick lube oil change stores operating under the Oil Changers brand.

When was the original Merger Agreement signed?

The Merger Agreement among the parties was entered into on February 17, 2025.

Where can investors find the amendment text?

A copy of the First Amendment is attached to the filing as Exhibit 2.1 and is incorporated by reference in the 8-K.