Valvoline CEO defers pay into stock units

Valvoline Inc. President & CEO Lori Ann Flees reported acquiring 26 deferred stock units on February 5, 2026 under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees.

Accepted by SEC EDGAR 02/09/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Valvoline Inc. President & CEO Lori Ann Flees reported acquiring 26 deferred stock units on February 5, 2026 under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees. These units were obtained through salary deferral at a reference price of $36.76 per unit, bringing her total directly held deferred stock units to 15,302. Each unit represents a contingent right to receive one share of Valvoline common stock, payable upon an unforeseeable emergency or upon her death, disability, or separation from service, as outlined in the plan.

Insider Trade Summary

Grant/Award: 26 shares

Grant/Award 1 txn

Insider Flees Lori Ann

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	26	$36.76	$955.76

Holdings After Transaction: Deferred Stock Units — 15,302 contracts (Direct)

Holdings Before and After: Deferred Stock Units, 15,276 to 15,302 contracts (Direct)

Footnotes (3)

1. F1. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution from the Valvoline Inc. 2016 Deferred Compensation Plan for Employees (the "Deferred Compensation Plan").
2. F2. Represents the number of deferred stock units acquired by the reporting person under the Deferred Compensation Plan through salary deferral.
3. F3. Shares of Valvoline Common Stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Deferred Compensation Plan) or the Reporting Person's death, disability or separation from service, in accordance with the terms of the Deferred Compensation Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Valvoline (VVV) report for Lori Ann Flees?

Valvoline reported that President & CEO Lori Ann Flees acquired 26 deferred stock units on February 5, 2026. The acquisition occurred under the company’s 2016 Deferred Compensation Plan for Employees and was funded through salary deferral elections rather than an open-market stock purchase.

What are the deferred stock units acquired by Valvoline (VVV) CEO Lori Ann Flees?

The deferred stock units are plan credits, each representing a contingent right to receive one Valvoline common share. They are issued under the 2016 Deferred Compensation Plan for Employees and are tied to salary deferrals elected by the executive instead of taking cash compensation immediately.

At what price were Lori Ann Flees’s Valvoline (VVV) deferred stock units credited?

The 26 deferred stock units were credited at a reference price of $36.76 per unit. This price is used to determine the number of units allocated based on her salary deferral amount, according to the terms of the deferred compensation plan.

How many Valvoline (VVV) deferred stock units does Lori Ann Flees hold after this Form 4?

After this transaction, Lori Ann Flees beneficially owns 15,302 deferred stock units directly. Each unit corresponds to a contingent right to receive one share of Valvoline common stock when a qualifying distribution event under the deferred compensation plan occurs.

When can Lori Ann Flees receive Valvoline (VVV) shares for these deferred stock units?

Valvoline common stock becomes payable for these deferred stock units upon specific events. These include an unforeseeable emergency, or Lori Ann Flees’s death, disability, or separation from service, all determined and administered under the terms of the 2016 Deferred Compensation Plan.

How were the Valvoline (VVV) deferred stock units obtained by Lori Ann Flees funded?

The 26 deferred stock units were acquired through salary deferral under the 2016 Deferred Compensation Plan. Instead of receiving part of her compensation in cash, Lori Ann Flees elected to defer it into plan units linked to Valvoline common stock.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flees Lori Ann

(Last) (First) (Middle)

100 VALVOLINE WAY

SUITE 100

(Street)

LEXINGTON KY 40509

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC [ VVV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	02/05/2026		A		26(2)		(3)	(3)	Common Stock	26	$36.76	15,302	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution from the Valvoline Inc. 2016 Deferred Compensation Plan for Employees (the "Deferred Compensation Plan").

2. Represents the number of deferred stock units acquired by the reporting person under the Deferred Compensation Plan through salary deferral.

3. Shares of Valvoline Common Stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Deferred Compensation Plan) or the Reporting Person's death, disability or separation from service, in accordance with the terms of the Deferred Compensation Plan.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.