Valvoline Inc (NYSE: VVV) CFO nets stock from RSU vesting after tax withholding

Rhea-AI Filing Summary

Valvoline Inc’s Chief Financial Officer Kevin J. Willis reported equity compensation activity involving restricted stock units and related tax withholding. On the reported date, he exercised 3,876 restricted stock units into common stock at a reference price of $33.94 per share.

Of these shares, 1,768 were disposed of as a tax-withholding transaction to cover obligations, leaving 34,833 shares of common stock held directly and approximately 1,600 shares held indirectly through the Valvoline 401(k) Plan. The restricted stock units convert into common stock on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the grant date.

Insider Trade Summary

3,876 shares exercised/converted

Mixed 4 txns

Insider WILLIS J KEVIN

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	FY 2025 Restricted Stock Units	3,876	$0.00	--
Exercise	Common Stock	3,876	$33.94	$132K
Tax Withholding	Common Stock	1,768	$33.94	$60K
holding	Common Stock	--	--	--

Holdings After Transaction: FY 2025 Restricted Stock Units — 7,754 shares (Direct, null); Common Stock — 36,601 shares (Direct, null); Common Stock — 1,600 shares (Indirect, By 401(k) plan)

Footnotes (1)

1. Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock on the earliest Transaction Date. Restricted stock units convert into Valvoline common stock on a one-for-one basis. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

Key Figures

RSUs exercised: 3,876 shares Tax-withholding shares: 1,768 shares Reference share price: $33.94 per share +3 more

6 metrics

RSUs exercised 3,876 shares Restricted stock units converted into common stock

Tax-withholding shares 1,768 shares Shares disposed of to cover tax obligations

Reference share price <money>$33.94</money> per share Price associated with Form 4 transactions

Direct holdings after transaction 34,833 shares Valvoline common stock held directly by CFO

Indirect 401(k) holdings 1,600 shares (approx.) Valvoline common stock in 401(k) plan

RSU vesting schedule 3 equal annual installments Beginning on first anniversary of grant date

Key Terms

Restricted stock units, tax-withholding disposition, 401(k) plan

3 terms

Restricted stock units financial

"Restricted stock units convert into Valvoline common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

401(k) plan financial

"shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

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Form 4 Insider Transactions: What Each Field Means →

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^*

WILLIS J KEVIN

(Last) (First) (Middle)

100 VALVOLINE WAY

SUITE 100

(Street)

LEXINGTON KENTUCKY 40509

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

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

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

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
Common Stock	06/02/2026		M		3,876	A	$33.94	36,601	D
Common Stock	06/02/2026		F		1,768	D	$33.94	34,833	D
Common Stock								1,600(1)	I	By 401(k) plan

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
FY 2025 Restricted Stock Units	(2)	06/02/2026		M			3,876	(3)	(3)	Common Stock	3,876	$0	7,754	D

Explanation of Responses:

1. Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock on the earliest Transaction Date.

2. Restricted stock units convert into Valvoline common stock on a one-for-one basis.

3. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Valvoline (VVV) CFO Kevin Willis report in this Form 4 filing?

Valvoline’s CFO Kevin Willis reported activity related to restricted stock units and tax withholding. He converted 3,876 restricted stock units into common stock, with a portion of the shares withheld to satisfy tax obligations associated with the vesting.

How many Valvoline (VVV) shares did the CFO acquire through restricted stock units?

The CFO acquired 3,876 shares of Valvoline common stock through the exercise of restricted stock units. These units convert into common stock on a one-for-one basis as they vest, reflecting stock-based compensation rather than an open-market share purchase.

How many Valvoline (VVV) shares were withheld for taxes in the CFO’s transaction?

In connection with the restricted stock unit vesting, 1,768 Valvoline common shares were disposed of as a tax-withholding transaction. This means the shares were used to cover tax liabilities, not sold in an open-market trade by the executive.

What are Kevin Willis’s reported Valvoline (VVV) shareholdings after these transactions?

After the reported transactions, Kevin Willis directly holds 34,833 Valvoline common shares and indirectly holds approximately 1,600 shares through the Valvoline 401(k) Plan. These figures show his continuing equity stake following the restricted stock unit vesting and tax withholding.

How do the Valvoline (VVV) restricted stock units for the CFO vest and convert?

The restricted stock units convert into Valvoline common stock on a one-for-one basis. They vest in three equal annual installments, beginning on the first anniversary of the grant date, aligning the CFO’s compensation with multi-year company performance.