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Valvoline CAO reports PSU vesting and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported a Form 4 for its Chief Accounting Officer showing equity compensation tied to a performance share unit (PSU) award. On 11/19/2025, the officer acquired 1,027 shares of common stock upon vesting of the FY23–FY25 PSU grant, which was originally awarded on November 29, 2022. Based on Valvoline’s adjusted net income and total shareholder return versus the S&P 400 MidCap 400 Index, the Compensation Committee certified a PSU payout of 98.4% of target.

The filing also shows 320 shares disposed of in a transaction coded "F" at $30.64 per share, typically reflecting shares withheld to cover taxes, leaving the officer with 6,063 shares of common stock held directly after the transactions. Each PSU converts into Valvoline common stock on a one-for-one basis.

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Insider Sturgeon Dione
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Common Stock 1,027 $0.00 --
Tax Withholding Common Stock 320 $30.64 $10K
Holdings After Transaction: Common Stock — 6,383 shares (Direct)
Footnotes (1)
  1. Represents shares earned from the FY23-FY25 Performance Share Unit (PSU) award granted on November 29, 2022, as certified by the Compensation Committee of the Board of Directors. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against adjusted net income performance goals over three separate one-year measurement periods for each of FY23, FY24 and FY25, and for a three-year measurement period between FY23-FY25. Each measurement period was weighted equally at 25%. The entire PSU was subject to a payment modifier (-25%, 0%, or +25%) based on Valvoline's FY23-FY25 total shareholder return (TSR) relative to the companies in the S&P 400 MidCap 400 Index. Based on Valvoline's adjusted net income and TSR performance, the Committee awarded a PSU payout equal to 98.4% of target. PSUs convert into Valvoline Common Stock on a one-for-one basis.
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*
Sturgeon Dione
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025
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
Common Stock 11/19/2025 A 1,027(1) A (2) 6,383 D
Common Stock 11/19/2025 F 320 D $30.64 6,063 D
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
Explanation of Responses:
1. Represents shares earned from the FY23-FY25 Performance Share Unit (PSU) award granted on November 29, 2022, as certified by the Compensation Committee of the Board of Directors. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against adjusted net income performance goals over three separate one-year measurement periods for each of FY23, FY24 and FY25, and for a three-year measurement period between FY23-FY25. Each measurement period was weighted equally at 25%. The entire PSU was subject to a payment modifier (-25%, 0%, or +25%) based on Valvoline's FY23-FY25 total shareholder return (TSR) relative to the companies in the S&P 400 MidCap 400 Index. Based on Valvoline's adjusted net income and TSR performance, the Committee awarded a PSU payout equal to 98.4% of target.
2. PSUs convert into Valvoline Common Stock on a one-for-one basis.
Remarks:
/s/ Ian C. Lofwall, Attorney-in-Fact 11/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does the Valvoline (VVV) Form 4 filed for 11/19/2025 show?

The Form 4 reports Valvolines Chief Accounting Officer acquiring 1,027 shares of common stock from a vested performance share unit (PSU) award and a related tax withholding transaction.

How many Valvoline (VVV) shares does the officer own after this Form 4?

After the reported transactions, the officer beneficially owns 6,063 shares of Valvoline common stock in direct ownership.

What was the structure of the FY23FY25 PSU award at Valvoline (VVV)?

The FY23FY25 PSU award vested 100% on the last day of the performance period and was measured against adjusted net income over one-year periods for FY23, FY24 and FY25, plus a three-year FY23FY25 period, each weighted 25%.

How was Valvolines PSU payout percentage determined for the FY23FY25 period?

The payout was based on adjusted net income and total shareholder return relative to the S&P 400 MidCap 400 Index, with a payment modifier of -25%, 0%, or +25%, resulting in a final payout of 98.4% of target.

What does the code "F" mean in the Valvoline (VVV) Form 4 table?

Transaction code "F" indicates shares were disposed of to satisfy tax withholding obligations upon the vesting of an equity award; here it covers 320 shares at $30.64 per share.

How do Valvoline (VVV) PSUs convert into common stock?

According to the filing, each PSU converts into one share of Valvoline common stock on a one-for-one basis when earned and vested.