[8-K] VALVOLINE INC Reports Material Event

Rhea-AI Filing Summary

Valvoline Inc. announced upcoming changes to its Board of Directors. Long‑time directors Mary J. Twinem, Chair of the Audit Committee, and Vada O. Manager, Chair of the Governance and Nominating Committee, informed the Board that they will retire and will not stand for reelection at the company’s 2026 Annual Meeting of Shareholders.

The company also disclosed that the Board has nominated Janet Wong and Chris Carr to stand for election to the Board at the same 2026 Annual Meeting. Valvoline expressed strong appreciation for the service and leadership of Ms. Twinem and Mr. Manager and noted that their retirements are not the result of any disagreement with the company.

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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): November 13, 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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2025, Mary J. Twinem and Vada O. Manager notified the Board of Directors (the “Board”) of Valvoline Inc. (the “Company”) of their intention not to stand for reelection and to retire as members of the Board, effective as of the date of the Company’s 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”). The Company is extremely grateful to Ms. Twinem and Mr. Manager for their service on the Board, including Ms. Twinem’s leadership as Chair of the Audit Committee and Mr. Manager’s leadership as Chair of the Governance and Nominating Committee. Ms. Twinem’s and Mr. Manager’s retirement from the Board did not result from any disagreement with the Company.

Item 8.01. Other Events.

On November 19, 2025, the Company issued a press release announcing that the Board has nominated Janet Wong and Chris Carr to stand for election to the Board at the 2026 Annual Meeting. A copy of the press release announcing the nominations of Ms. Wong and Mr. Carr and the retirements of Ms. Twinem and Mr. Manager from the Board is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits
99.1			Valvoline Inc. Press Release, dated November 19, 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: November 19, 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 Board changes did Valvoline (VVV) announce in this 8-K?

Valvoline reported that directors Mary J. Twinem and Vada O. Manager plan to retire from the Board and will not stand for reelection at the company’s 2026 Annual Meeting of Shareholders.

Why are Valvoline directors Mary J. Twinem and Vada O. Manager leaving the Board?

Valvoline stated that Mary J. Twinem and Vada O. Manager are retiring from the Board and that their retirement did not result from any disagreement with the Company.

Who has been nominated to join Valvoline’s Board at the 2026 Annual Meeting?

The Board has nominated Janet Wong and Chris Carr to stand for election as directors at Valvoline’s 2026 Annual Meeting of Shareholders.

What Board leadership roles did the retiring Valvoline directors hold?

Mary J. Twinem served as Chair of the Audit Committee, and Vada O. Manager served as Chair of the Governance and Nominating Committee on Valvoline’s Board.

Did Valvoline indicate any dispute or disagreement behind the directors’ retirement?

No. Valvoline explicitly stated that the retirement of Ms. Twinem and Mr. Manager from the Board did not result from any disagreement with the Company.

How did Valvoline communicate these Board changes to the public?

Valvoline issued a press release dated November 19, 2025, attached as Exhibit 99.1, announcing the nominations of Janet Wong and Chris Carr and the retirements of Mary J. Twinem and Vada O. Manager.