How are Valvoline’s (VVV) profitability metrics trending in Q3 2026?

Profitability improved in Q3 2026, with income from continuing operations at $65.0 million and diluted EPS up 16% to $0.51 . Adjusted EBITDA increased 25% to $162.4 million and adjusted EPS rose 21% to $0.57, reflecting stronger operating performance on a non-GAAP basis.

Valvoline Inc. (NYSE: VVV) lifts 2026 guidance after strong third quarter

Q: How leveraged is Valvoline (VVV) after its recent growth investments?

At June 30, 2026, Valvoline reported total debt of $1.6 billion and year-to-date borrowing proceeds of $755.0 million . Cash used in acquisitions totaled $652.5 million, while the company also made a $50 million voluntary prepayment on its Term Loan A.

Q: How fast is Valvoline’s (VVV) service center network expanding?

Valvoline’s network continues to expand, with 47 net store additions in Q3 2026, including 25 franchised and 22 company-operated locations. The system-wide store count reached 2,456 at quarter-end, up from 2,124 a year earlier, a 15.6% year-over-year increase.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Valvoline Inc. reported strong third-quarter 2026 results, with net revenues of $544.6 million, up 24% from a year earlier. Income from continuing operations was $65.0 million, and diluted EPS rose 16% to $0.51. Adjusted EBITDA increased 25% to $162.4 million, while system-wide same-store sales grew 8.0% and total system-wide sales reached $1.05 billion. The network added 47 net stores in the quarter, bringing the system-wide count to 2,456.

For the first nine months of 2026, operating cash flows from continuing operations rose to $284.6 million and free cash flow from continuing operations to $112.3 million. Total debt was $1.6 billion, including a $50 million voluntary prepayment on Term Loan A. Valvoline raised its full-year 2026 outlook, increasing guidance for system-wide same-store sales growth to 7.5%-8%, net revenues to $2.05-$2.1 billion, adjusted EBITDA to $550-$560 million, and adjusted EPS to $1.70-$1.75, while trimming expected capital expenditures to $240-$260 million.

Positive

Q3 2026 net revenues of $544.6 million grew 24% year-over-year, with income from continuing operations up 14% to $65.0 million and diluted EPS rising 16% to $0.51.
Adjusted EBITDA increased 25% to $162.4 million and adjusted EPS rose 21% to $0.57, showing growth in non-GAAP profitability measures used by management.
Operating cash flows from continuing operations reached $284.6 million for the first nine months of 2026, lifting free cash flow from continuing operations to $112.3 million from $19.7 million a year earlier.
Management raised 2026 guidance, targeting system-wide same-store sales growth of 7.5%-8%, net revenues of $2.05-$2.1 billion, adjusted EBITDA of $550-$560 million, and adjusted EPS of $1.70-$1.75, while lowering capital expenditure expectations to $240-$260 million.

Negative

GAAP income from continuing operations for the first nine months of 2026 declined to $78.1 million from $189.2 million, and diluted EPS fell to $0.60 from $1.44, reflecting sizable investment and divestiture-related costs and other key items.
Total debt increased to $1.6 billion at June 30, 2026, alongside $755.0 million of borrowing proceeds and $652.5 million of acquisition spending year-to-date, indicating a higher leverage position.

Filing Explained

This August 5, 2026 Form 8-K provides Valvoline’s third-quarter results as a furnished earnings disclosure; it is not treated as filed for Section 18 liability or incorporated by reference into other filings.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q3 2026 net revenues: $544.6 Q3 2026 income from continuing operations: $65.0 Q3 2026 diluted EPS: 0.51 +5 more

8 metrics

Q3 2026 net revenues $544.6 Three months ended June 30, 2026; 24% year-over-year growth

Q3 2026 income from continuing operations $65.0 Three months ended June 30, 2026; 14% year-over-year growth

Q3 2026 diluted EPS 0.51 Diluted earnings per share from continuing operations; up 16% year-over-year

Q3 2026 Adjusted EBITDA $162.4 Adjusted EBITDA from continuing operations; 25% year-over-year increase

System-wide same-store sales growth 8.0% System-wide SSS for Q3 2026 compared to prior-year period

Total debt $1.6 billion Balance at June 30, 2026; includes $50 million voluntary Term Loan A prepayment

Operating cash flows from continuing operations $284.6 Nine months ended June 30, 2026

Free cash flow from continuing operations $112.3 Nine months ended June 30, 2026; up from $19.7 in prior-year period

Key Terms

system-wide same-store sales, Adjusted EBITDA, free cash flow excluding growth capital expenditures, material weakness remediation, +1 more

5 terms

system-wide same-store sales financial

"System-wide same-store sales (SSS) growth of 8.0%"

Adjusted EBITDA financial

"Adjusted EBITDA of $162 million increased 25%"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

free cash flow excluding growth capital expenditures financial

"Free cash flow excluding growth capital expenditures is defined as operating cash flows"

material weakness remediation regulatory

"temporary support, which includes consulting fees and material weakness remediation efforts"

Earnings Snapshot

Net revenues: $544.6 million · Guidance included

third quarter ended June 30, 2026

Net revenues $544.6 million 24% year-over-year

Income from continuing operations $65.0 million 14% year-over-year

Diluted EPS $0.51 16% year-over-year

Adjusted EBITDA $162.4 million 25% year-over-year

Guidance

Updated 2026 guidance: system-wide SSS growth 7.5%-8%, net revenues $2.05-$2.1 billion, adjusted EBITDA $550-$560 million, adjusted EPS $1.70-$1.75, capital expenditures $240-$260 million.

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Available on EDGAR 08/05/2026 - 07:01 AM Accepted by SEC EDGAR 08/05/2026 - 07:00 AM

FAQ

How did Valvoline (VVV) perform in its third quarter of 2026?

Valvoline delivered strong Q3 2026 growth, with net revenues of $544.6 million and diluted EPS of $0.51. Adjusted EBITDA rose to $162.4 million, system-wide same-store sales grew 8.0%, and the network added 47 net stores, reaching 2,456 system-wide locations.

What guidance did Valvoline (VVV) provide for full-year fiscal 2026?

Valvoline raised its 2026 outlook, guiding system-wide same-store sales growth to 7.5%-8% and net revenues to $2.05-$2.1 billion. The company now targets adjusted EBITDA of $550-$560 million, adjusted EPS of $1.70-$1.75, and capital expenditures of $240-$260 million.

What do Valvoline’s (VVV) cash flow and free cash flow show for 2026 year-to-date?

For the first nine months of 2026, Valvoline generated operating cash flows from continuing operations of $284.6 million and free cash flow of $112.3 million. Free cash flow excluding growth capital expenditures was $241.3 million, compared with $144.9 million in the prior-year period.

How leveraged is Valvoline (VVV) after its recent growth investments?

At June 30, 2026, Valvoline reported total debt of $1.6 billion and year-to-date borrowing proceeds of $755.0 million. Cash used in acquisitions totaled $652.5 million, while the company also made a $50 million voluntary prepayment on its Term Loan A.

How fast is Valvoline’s (VVV) service center network expanding?

Valvoline’s network continues to expand, with 47 net store additions in Q3 2026, including 25 franchised and 22 company-operated locations. The system-wide store count reached 2,456 at quarter-end, up from 2,124 a year earlier, a 15.6% year-over-year increase.

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 5, 2026

__________________________________

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, Kentucky 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 2.02.			Results of Operations and Financial Condition

On August 5, 2026, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the third quarter ended June 30, 2026. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.


Item 7.01.			Regulation FD Disclosure

On August 5, 2026, Valvoline will make the Earnings Release available on its website located at http://investors.valvoline.com. On August 5, 2026, Valvoline will make available a webcast and slide presentation relating to the Earnings Release on Valvoline's website located at http://investors.valvoline.com.


Item 9.01.						Financial Statements and Exhibits
(d)						Exhibits
99.1						Earnings Release dated August 5, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

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 5, 2026	By:	/s/ J. Kevin Willis
		J. Kevin Willis
		Chief Financial Officer

Exhibit 99.1


			PRESS RELEASE

Valvoline Inc. Reports Third Quarter Results

Delivers 24% top-line growth, 47 net store additions

LEXINGTON, Ky., August 5, 2026 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its third quarter ended June 30, 2026. All comparisons in this press release are made to the same prior-year period unless otherwise noted.

“We delivered another strong quarter, with sales and profit growth in line with our expectations,” said Lori Flees, President & CEO. “Top-line sales grew 24%, with system-wide same-store sales growth of 8.0%, benefiting from pricing actions taken in the quarter. We generated healthy profit growth, solid margins and improved SG&A leverage. The team continues to manage the business effectively through the changing supply and macro environment. Our results demonstrate the strength, resilience, and growth in our business.”

Continuing Operations - Operating Results

•Sales of $545 million grew 24% and system-wide store sales increased 19% to $1.05 billion

•System-wide same-store sales (SSS) growth of 8.0%

•Reported income from continuing operations of $65 million grew 14% and diluted earnings per share (EPS) of $0.51 increased 16%

•Adjusted EBITDA of $162 million increased 25% and adjusted EPS of $0.57 increased 21%

•System-wide net store additions in the quarter totaled 47 (25 franchise and 22 company-operated additions)

Balance Sheet and Cash Flow

•Cash and cash equivalents balance of $84 million; total debt of $1.6 billion, reflecting a $50 million voluntary prepayment on the Term Loan A

•Year-to-date operating cash flow from continuing operations of $285 million and free cash flow of $112 million, an improvement of $93 million over the prior year

Outlook

Flees added, “We are operating in a period of meaningful change on the cost side of our business. Our team is focused on mitigating the impact of increased finished lubricant costs with pricing actions and ongoing operational discipline. We remain confident in the underlying strength of our business and our team's execution. As a result, we are narrowing our guidance ranges and raising full-year system-wide same-store sales expectations.”

Information regarding the Company’s outlook for fiscal 2026 is provided in the table below:


	Updated Outlook	Prior Outlook
System-wide SSS growth1	7.5% - 8%	5% - 6.5%
System-wide store additions1	no change	330 - 360



Net revenues	$2.05 - $2.1 billion	$2.0 - $2.1 billion

Adjusted EBITDA1	$550 - $560 million	$540 - $560 million
Adjusted EPS1	$1.70 - $1.75	$1.65 - $1.75
Capital expenditures	$240 - $260 million	$250 - $280 million






1 Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.

Valvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP financial measures that are expected to be impacted by items affecting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to the comparable GAAP measures estimated for fiscal 2026 without unreasonable efforts, as the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact these GAAP measures in fiscal 2026 but would not impact non-GAAP adjusted results.

Third Quarter Operating Results



(In millions, except per share amounts and store counts)	Q3 results		YoY growth
Net revenues	$	544.6	24	%
Operating income (a)	$	112.2	18	%
Income from continuing operations (a)	$	65.0	14	%
EPS (a)	$	0.51	16	%
Adjusted EPS (b)	$	0.57	21	%
Adjusted EBITDA (b)	$	162.4	25	%
System-wide store sales (b)	$	1,053.9	19	%
	Q3 results		Quarter change
System-wide stores (b)	2,456		+47
Company-operated stores (c)	1,232		+22
Franchised stores (b) (c)	1,224		+25
	Q3 - YoY growth
System-wide SSS (b)	8.0%


(a)			Includes the effects of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). These key items are delineated within Table 6 - Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share.
(b)			Refer to Key Business Measures, Use of Non-GAAP Measures, Table 4 - Retail Stores Operating Information, Table 6 - Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share, and Table 7 - Non-GAAP Reconciliation - Net Revenues and EBITDA from Continuing Operations for management’s definitions of the metrics presented above and reconciliation to the corresponding GAAP measures, where applicable.
(c)			Changes reflect the effects of conversions between company-operated and franchised stores, representing changes in the mix of stores that do not impact the total system-wide store count.

Conference Call Webcast

Valvoline will host a live audio webcast of its third quarter fiscal 2026 conference call today, August 5, 2026, at 9 a.m. ET. The webcast and supporting materials will be accessible through Valvoline's website at http://investors.valvoline.com. Following the live event, an archived version of the webcast and supporting materials will be available.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and system-wide SSS and store sales. Management believes these measures are useful to evaluating and understanding Valvoline's operating performance and should be considered as supplements to, not substitutes for, Valvoline's net revenues and operating income, as determined in accordance with U.S. GAAP.

Net revenues are influenced by the number of service center stores and the business performance of those stores. Stores are considered open upon acquisition or opening for business. Temporary store closings remain in the respective store counts with only permanent store closures reflected in the activity and end of period store counts. SSS is defined as net revenues of U.S. Valvoline Instant Oil ChangeSM (VIOCSM) system-wide stores that have been in operation for at least 12 full months within the system, and beginning in fiscal 2026, mobile service net revenues in markets that leverage store marketing channels.

Net revenues are limited to sales at company-operated stores, in addition to royalties and other fees from independent franchised and Express Care stores. Although Valvoline does not recognize store-level sales from franchised stores as net revenues in its Statements of Condensed Consolidated Income, management believes system-wide and franchised SSS comparisons, store counts, and total system-wide store sales are useful to assess market position relative to competitors and overall store and operating performance.

Use of Non-GAAP Measures

The following non-GAAP measures are included herein: EBITDA, adjusted EBITDA, and adjusted EBITDA margin; adjusted net income and adjusted diluted earnings per share; and free cash flow and free cash flow excluding growth capital expenditures. Refer to the tables herein for management's definition of each non-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.

Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline's operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, an alternative to, or more meaningful than, the financial results presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and the reconciliations of non-GAAP measures should be carefully evaluated. The manner used to compute the non-GAAP information used by management may differ from the methods used by other companies and may not be comparable.

Refer to the Appendix at the end of this release for descriptions of the adjustments that depart from the computations in accordance with U.S. GAAP.

About Valvoline Inc.

Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at approximately 2,500 franchised and company-operated service centers across the United States and Canada. The Company completes more than 30 million services annually system-wide, from about 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the over 13,500 team members who are working to drive the full potential of our core business, deliver sustainable network growth and innovate to meet the evolving needs of our customers and the car parc. For more information, visit vioc.com.

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 acquisition of Breeze Autocare, including its Oil Changers stores, and the integration of the Breeze Autocare business and the anticipated benefits and synergies of the acquisition; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, delivering sustainable network growth and innovating to meet the changing needs of customers and the 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.

TM Trademark, Valvoline Inc., or its subsidiaries, registered in various countries

SM Service mark, Valvoline Inc., or its subsidiaries, registered in various countries

FURTHER INFORMATION

Investor Inquiries

Elizabeth B. Clevinger

+1 (859) 357-3155

IR@valvoline.com

Media Inquiries

Angela Davied

media@valvoline.com


Valvoline Inc. and Consolidated Subsidiaries							Table 1
Statements of Consolidated Income
(In millions, except per share amounts - preliminary and unaudited)

	Three months ended June 30				Nine months ended
					June 30
	2026		2025		2026		2025
Net revenues	$	544.6	$	439.0	$	1,510.2	$	1,256.5
Cost of sales	329.7		261.4		935.8		775.5
Gross profit	214.9		177.6		574.4		481.0
Selling, general and administrative expenses	103.0		82.8		308.5		246.8
Net legacy and separation-related expenses	0.1		0.4		6.2		1.6
Other (income) loss, net	(0.4)		(0.3)		43.2		(72.8)
Operating income	112.2		94.7		216.5		305.4
Net pension and other postretirement plan income	(1.3)		(0.9)		(3.7)		(2.7)
Net interest and other financing expenses	27.9		18.6		81.1		53.0
Income before income taxes	85.6		77.0		139.1		255.1
Income tax expense	20.6		20.0		61.0		65.9
Income from continuing operations	65.0		57.0		78.1		189.2
Loss from discontinued operations, net of tax	(0.5)		(0.5)		(1.6)		(3.5)
Net income	$	64.5	$	56.5	$	76.5	$	185.7

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.51	$	0.45	$	0.61	$	1.48
Discontinued operations	—		(0.01)		(0.01)		(0.03)
Basic earnings per share	$	0.51	$	0.44	$	0.60	$	1.45

Diluted earnings (loss) per share
Continuing operations	$	0.51	$	0.44	$	0.61	$	1.47
Discontinued operations	—		—		(0.01)		(0.03)
Diluted earnings per share	$	0.51	$	0.44	$	0.60	$	1.44

Weighted average common shares outstanding
Basic	127.8		127.6		127.8		128.0
Diluted	128.4		128.2		128.3		128.7


Valvoline Inc. and Consolidated Subsidiaries					Table 2
Condensed Consolidated Balance Sheets
(In millions - preliminary and unaudited)

			June 30		September 30
			2026		2025
Assets
	Current assets
		Cash and cash equivalents	$	84.2	$	51.6
		Receivables, net	102.8		89.6
		Inventories, net	50.4		42.6
		Prepaid expenses and other current assets	47.0		59.9


	Total current assets		284.4		243.7

	Noncurrent assets
		Property, plant and equipment, net	1,280.7		1,134.6
		Operating lease assets	401.4		331.8
		Goodwill and intangibles, net	1,283.3		740.5


		Other noncurrent assets	231.8		219.8


	Total assets		$	3,481.6	$	2,670.4

Liabilities and Stockholders' Equity
	Current liabilities

		Current portion of long-term debt	$	31.1	$	23.8
		Trade and other payables	119.8		118.9
		Accrued expenses and other liabilities	254.5		204.7

	Total current liabilities		405.4		347.4

	Noncurrent liabilities
		Long-term debt	1,570.9		1,050.2
		Employee benefit obligations	178.9		187.5
		Operating lease liabilities	377.3		315.3

		Other noncurrent liabilities	532.4		431.5

	Total noncurrent liabilities		2,659.5		1,984.5

	Stockholders' equity		416.7		338.5

	Total liabilities and stockholders' equity		$	3,481.6	$	2,670.4


Valvoline Inc. and Consolidated Subsidiaries					Table 3
Condensed Consolidated Statements of Cash Flows
(In millions - preliminary and unaudited)

			Nine months ended
			June 30
			2026		2025
Cash flows from operating activities
	Net income		$	76.5	$	185.7
	Adjustments to reconcile net income to cash flows from operating activities:
		Loss from discontinued operations	1.6		3.5

		Loss (gain) on sale of operations	43.6		(71.6)
		Depreciation and amortization	109.3		86.6


		Stock-based compensation expense	9.3		7.4
		Other, net	6.1		1.5
	Change in operating assets and liabilities		38.2		(33.1)
	Operating cash flows from continuing operations		284.6		180.0
	Operating cash flows from discontinued operations		—		(4.7)
	Total cash provided by operating activities		284.6		175.3
Cash flows from investing activities
	Additions to property, plant and equipment		(172.3)		(160.3)
	Acquisitions, net of cash acquired		(652.5)		(32.1)
	Proceeds from sale of operations		63.6		121.0
	Issuances of notes receivable		(16.3)		(17.3)
	Repayments of notes receivable		17.7		11.7


	Other investing activities, net		(1.5)		5.1
	Total cash used in investing activities		(761.3)		(71.9)


Cash flows from financing activities
	Proceeds from borrowings		755.0		85.0
	Payments of debt issuance costs and discounts		(14.5)		(2.0)
	Repayments on borrowings		(214.7)		(97.8)

	Repurchases of common stock, including excise taxes of $16.4 in 2025		—		(76.8)


	Other financing activities, net		(16.3)		(12.0)
	Total cash provided by (used in) financing activities		509.5		(103.6)


	Effect of currency exchange rate changes on cash, cash equivalents and restricted cash		(0.2)		(0.2)
Increase (decrease) in cash, cash equivalents and restricted cash			32.6		(0.4)
Cash, cash equivalents and restricted cash - beginning of period			51.6		68.7
Cash, cash equivalents and restricted cash - end of period			$	84.2	$	68.3


Valvoline Inc. and Consolidated Subsidiaries										Table 4
Retail Stores Operating Information
(Preliminary and unaudited)

	Three months ended June 30						Nine months ended
							June 30
	2026			2025			2026			2025
Sales information
Store sales - in millions
Company-operated	$	481.0		$	382.6		$	1,340.0		$	1,100.6
Franchised (a)	572.9			507.0			1,624.1			1,434.8
System-wide store sales (a)	$1,053.9			$889.6			$2,964.1			$2,535.4
Year-over-year growth (a)	18.5		%	10.0		%	16.9		%	11.3		%




System-wide same-store sales growth (a)(b)	8.0		%	4.9		%	7.4		%	6.2		%











		Number of stores at end of period
		Third Quarter 2026	Second Quarter 2026	First Quarter 2026	Fourth Quarter 2025		Third Quarter 2025
Company-operated		1,232	1,210	1,196	1,016		983
Franchised (a)		1,224	1,199	1,184	1,164		1,141


















					As of June 30
					2026		2025
System-wide store count (a)					2,456		2,124
Year-over-year growth (a)					15.6	%	8.3	%

(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Valvoline determines SSS growth as the year-over-year change in net revenues of U.S. VIOC system-wide same stores with same stores defined as those that have been in operation within the system for at least 12 full months, and beginning in fiscal 2026, mobile service net revenues in markets that leverage store marketing channels.


Valvoline Inc. and Consolidated Subsidiaries						Table 5
System-wide Retail Stores
(Preliminary and unaudited)

		Company-operated
		Third Quarter 2026	Second Quarter 2026	First Quarter 2026	Fourth Quarter 2025	Third Quarter 2025
Beginning of period		1,210	1,196	1,016	983	950
	Opened	15	8	26	26	19
	Acquired	5	3	210	8	8
	Divested (a)	—	—	(45)	—	—
	Net conversions between company-operated and franchised	3	4	(10)	—	6
	Closed	(1)	(1)	(1)	(1)	—
End of period		1,232	1,210	1,196	1,016	983

		Franchised (b)
		Third Quarter 2026	Second Quarter 2026	First Quarter 2026	Fourth Quarter 2025	Third Quarter 2025
Beginning of period		1,199	1,184	1,164	1,141	1,128
	Opened	26	20	13	24	19
	Acquired (c)	—	—	—	—	—
	Net conversions between company-operated and franchised	—	(4)	10	—	(6)
	Closed	(1)	(1)	(3)	(1)	—
End of period		1,224	1,199	1,184	1,164	1,141

Total system-wide stores (b)		2,456	2,409	2,380	2,180	2,124






(a)	Divested stores represent those acquired in connection with the Breeze Autocare acquisition and immediately divested as required by the Federal Trade Commission.
(b)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(c)	Represents the acquisition of franchise stores that are new to the Valvoline retail store system by Valvoline Inc.


Valvoline Inc. and Consolidated Subsidiaries								Table 6
Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share
(In millions, except per share amounts - preliminary and unaudited)

		Three months ended June 30				Nine months ended
						June 30
		2026		2025		2026		2025
Reported income from continuing operations		$	65.0	$	57.0	$	78.1	$	189.2
Adjustments:
	Net pension and other postretirement plan income	(1.3)		(0.9)		(3.7)		(2.7)
	Net legacy and separation-related expenses	0.1		0.4		6.2		1.6
	Information technology transition and material weakness remediation costs	7.0		2.1		12.8		8.5
	Debt extinguishment and modification costs	0.8		—		0.8		—
	Investment and divestiture-related costs (income) (a)	5.8		3.5		75.3		(64.0)

	Total adjustments, pre-tax	12.4		5.1		91.4		(56.6)
	Income tax (benefit) expense of adjustments	(2.8)		(1.3)		1.3		14.3
	Income tax adjustments (b)	(1.7)		—		1.7		—
	Total adjustments, after tax	7.9		3.8		94.4		(42.3)
Adjusted income from continuing operations (c) (d)		$72.9		$60.8		$172.5		$146.9

Reported diluted earnings per share from continuing operations		$	0.51	$	0.44	$	0.61	$1.47
Adjusted diluted earnings per share from continuing operations (d) (e)		$	0.57	$	0.47	$	1.34	$1.14


Weighted average diluted common shares outstanding		128.4		128.2		128.3		128.7


(a)	Includes certain pre-tax key item activity within amortization and net interest and other financing expenses that do not impact EBITDA but impact pre-tax adjusted earnings.
(b)	Income tax adjustments include the effects associated with investment and divestiture-related activity, which is further described in the Appendix.
(c)	Adjusted income from continuing operations is defined as income from continuing operations adjusted for the effects of key items.
(d)	Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(e)	Adjusted diluted earnings per share from continuing operations is defined as diluted earnings per share calculated using adjusted income from continuing operations.


Valvoline Inc. and Consolidated Subsidiaries										Table 7
Non-GAAP Reconciliation - Net Revenues and EBITDA from Continuing Operations
(In millions - preliminary and unaudited)

	Three months ended June 30						Nine months ended
							June 30
	2026			2025			2026			2025
Reported net revenues (a)	$	544.6		$	439.0		$	1,510.2		$	1,256.5




Income from continuing operations	$	65.0		$	57.0		$	78.1		$	189.2
Add:
Income tax expense	20.6			20.0			61.0			65.9
Net interest and other financing expenses	27.9			18.6			81.1			53.0
Depreciation and amortization	38.2			30.2			109.3			86.6
EBITDA from continuing operations (b) (c)	151.7			125.8			329.5			394.7
Key items:
Net pension and other postretirement plan income	(1.3)			(0.9)			(3.7)			(2.7)
Net legacy and separation-related expenses	0.1			0.4			6.2			1.6
Information technology transition and material weakness remediation costs	7.0			2.1			12.8			8.5
Investment and divestiture-related costs (income) (d)	4.9			2.1			68.6			(65.4)

Key items - subtotal	10.7			3.7			83.9			(58.0)
Adjusted EBITDA from continuing operations (b) (c)	$	162.4		$	129.5		$	413.4		$	336.7

Net profit margin (e)	11.9		%	13.0		%	5.2		%	15.1		%
Adjusted EBITDA margin (b) (f)	29.8		%	29.5		%	27.4		%	26.8		%



(a)			Net revenues do not have any key item adjustments in the periods presented herein; therefore, GAAP net revenues and Adjusted net revenues are the same.
(b)			Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(c)			EBITDA from continuing operations is defined as income from continuing operations, plus income tax expense, net interest and other financing expenses, and depreciation and amortization attributable to continuing operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for key items attributable to continuing operations.
(d)			Includes certain pre-tax key item activity within amortization and net interest and other financing expenses that do not impact Adjusted EBITDA but impact pre-tax adjusted earnings.
(e)			Net profit margin is defined as reported income from continuing operations divided by reported net revenues.
(f)			Adjusted EBITDA margin is defined as Adjusted EBITDA from continuing operations divided by adjusted net revenues.


Valvoline Inc. and Consolidated Subsidiaries			Table 8
Non-GAAP Reconciliation - Free Cash Flows from Continuing Operations
(In millions - preliminary and unaudited)

Free cash flow (a)	Nine months ended
	June 30
	2026		2025
Operating cash flows from continuing operations	$	284.6	$	180.0
Adjustments:
Additions to property, plant and equipment	(172.3)		(160.3)

Free cash flow from continuing operations (b)	$112.3		$19.7

Free cash flow excluding growth capital expenditures (c)	Nine months ended
	June 30
	2026		2025
Operating cash flows from continuing operations	$	284.6	$	180.0
Adjustments:
Maintenance additions to property, plant and equipment	(43.3)		(35.1)

Free cash flow excluding growth capital expenditures (b)	$241.3		$144.9


(a)			Free cash flow is defined as operating cash flows less additions to property, plant and equipment.
(b)			Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.
(c)			Free cash flow excluding growth capital expenditures is defined as operating cash flows less maintenance additions to property, plant and equipment.

Valvoline Inc. and Consolidated Subsidiaries

Appendix - Description of Non-GAAP Measures and Adjustments

EBITDA measures

Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline’s operating performance between periods on a comparable basis due to the depreciable assets associated with the nature of the Company’s operations, as well as income tax and interest costs related to Valvoline’s tax and capital structures, respectively.

Free cash flow measures

Management uses free cash flow and free cash flow excluding growth capital expenditures as additional non-GAAP metrics of cash flow generation. By including capital expenditures, management is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes maintenance capital expenditures, which are uses of cash that are necessary to maintain the Company's existing business operations, including its retail service center store network, service portfolio, and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or expansion of retail service center stores and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments.

Adjusted profitability measures

Adjusted profitability measures (i.e., adjusted net income, diluted earnings per share and EBITDA) enable the comparison of financial trends and results between periods where certain items may not be reflective of the Company’s underlying and ongoing operational performance or vary independent of business performance.

Key items

The non-GAAP measures used by management exclude the impact of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). Key items are often related to legacy matters or market-driven events considered by management to not be reflective of the ongoing operating performance. Key items may consist of adjustments related to: legacy businesses, including the separation from Valvoline's former parent company, the sale of the former Global Products reportable segment, and the associated impacts of related activity and indemnities; non-service pension and other postretirement plan activity; restructuring-related matters, including organizational restructuring plans, significant acquisitions or divestitures, debt extinguishment and modification, and tax reform legislation; in addition to other matters that management considers non-operational, infrequent or unusual in nature.

Refer to the following for descriptions of the key items that comprise the adjustments which depart from the computations in accordance with U.S. GAAP:

Net pension and other postretirement plan income: Includes several elements impacted by changes in plan assets and obligations that are primarily driven by the debt and equity markets, including remeasurement gains and losses, when applicable; and recurring non-service pension and other postretirement net periodic activity, which consists of interest cost, expected return on plan assets and amortization of prior service credits. Management considers these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also legacy amounts that are not directly related to the underlying business and do not have an impact on the compensation and benefits provided to eligible employees for current service.

Net legacy and separation-related expenses: Activity associated with legacy businesses, including the separation from Valvoline’s former parent company and its former Global Products reportable segment. This activity includes the recognition of and adjustments to indemnity obligations to its former parent company; certain legal, financial, professional advisory and consulting fees; and other expenses incurred by the continuing operations in connection with and directly related to these separation transactions and legacy matters. This incremental activity directly attributable to legacy matters and separation transactions is not considered reflective of the underlying operating performance of the Company’s continuing operations.

Information technology transition and material weakness remediation costs: Consists of expenses incurred directly related to the Company’s information technology transitions, primarily efforts related to implementing stand-alone enterprise resource planning and human resource information systems that generally began in fiscal 2023 following the sale of the former Global Products reportable segment. These expenses include data conversion, training, redundant expenses incurred from duplicative technology platforms, and temporary support, which includes consulting fees and professional services to support certain enhanced manual procedures and material weakness remediation efforts, including costs resulting from process changes implemented in remediating the material weakness. These incremental costs are directly associated with technology transitions and material weakness remediation efforts and are not considered to be reflective of the ongoing expenses of operating the Company’s technology platforms and control environment once the material weakness is remediated.

Investment and divestiture-related costs (income): Consists of activity directly associated with specific significant acquisitions, investments and divestitures, including professional and consulting fees for legal and advisory services, in addition to gains or losses recognized upon disposition, temporary financing costs directly associated with transactions, certain acquisition-related incentive compensation costs, amortization of Breeze acquired intangible assets, and expense recognized to adjust the carrying values of related assets determined to be impaired. This activity is not considered to be reflective of the underlying operating performance of the Company’s ongoing continuing operations.

Debt extinguishment and modification costs: Consists of fees paid to creditors and accelerated amortization of previously capitalized debt issuance costs as well as third-party fees expensed in connection with amendments to the Company’s debt facilities. These expenses are not considered to be indicative of the future servicing costs of the Company's ongoing debt facilities.

Source: View Original Filing on SEC EDGAR

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