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[Form 4] VALVOLINE INC Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported an insider equity transaction by its Chief Legal Officer on 11/14/2025. The officer exercised 1,140 FY 2024 restricted stock units, which convert into Valvoline common stock on a one-for-one basis. On the same date, 355 shares of common stock were disposed of in a transaction coded "F" at $31.44 per share, reflecting shares withheld to cover taxes associated with the equity award. Following these transactions, the officer beneficially owned 16,090 shares of Valvoline common stock directly and approximately 3,047 shares indirectly through the Valvoline 401(k) Plan, plus 1,140 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date.

Positive
  • None.
Negative
  • None.
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*
O'Daniel Julie Marie

(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 Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
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 11/14/2025 M 1,140 A (1) 16,445 D
Common Stock 11/14/2025 F 355 D $31.44 16,090 D
Common Stock 3,047(2) 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 2024 Restricted Stock Units (1) 11/14/2025 M 1,140 (3) (3) Common Stock 1,140 $0 1,140 D
Explanation of Responses:
1. Restricted stock units convert into Valvoline common stock on a one-for-one basis.
2. 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.
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 11/17/2025
** 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.

FAQ

What insider transaction did Valvoline (VVV) report in this Form 4?

The filing reports that Valvoline's Chief Legal Officer exercised 1,140 FY 2024 restricted stock units on 11/14/2025, converting them into an equal number of Valvoline common shares.

How many Valvoline (VVV) shares were withheld for taxes in this transaction?

On 11/14/2025, 355 shares of Valvoline common stock were disposed of in a transaction coded "F" at $31.44 per share, representing shares withheld to satisfy tax obligations related to the equity award.

How many Valvoline (VVV) shares does the reporting person own after the Form 4 transaction?

After the reported transactions, the officer beneficially owned 16,090 shares of Valvoline common stock directly and approximately 3,047 shares indirectly through the Valvoline 401(k) Plan, plus 1,140 restricted stock units.

What is the role of the insider involved in this Valvoline (VVV) Form 4?

The reporting person is an officer of Valvoline Inc., serving as Chief Legal Officer, and is required to report changes in ownership of Valvoline equity securities.

How do the Valvoline (VVV) restricted stock units convert into common stock?

The filing states that the restricted stock units convert into Valvoline common stock on a one-for-one basis, meaning each unit becomes one share of common stock when settled.

What is the vesting schedule for the Valvoline (VVV) restricted stock units in this Form 4?

The restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date, as described in the explanation of responses.

Does this Valvoline (VVV) Form 4 involve ownership through a retirement plan?

Yes. The filing notes that approximately 3,047 shares of Valvoline common stock are held indirectly by the reporting person in the Valvoline 401(k) Plan, based on the closing price on the earliest transaction date.

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