Valvoline (NYSE: VVV) CAO exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

Valvoline Inc. Chief Accounting Officer Dione Sturgeon exercised 287 restricted stock units into an equal number of Valvoline common shares on February 27, 2026 at $37.80 per share. To cover tax obligations, 104 of these shares were disposed of in a tax-withholding transaction, leaving direct ownership at 6,866 common shares.

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

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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)
02/27/2026

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
Common Stock	02/27/2026		M		287	A	$37.8	6,970	D
Common Stock	02/27/2026		F		104	D	$37.8	6,866	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
Restricted Stock Units	(1)	02/27/2026		M			287	(2)	(2)	Common Stock	287	$0	0	D

Explanation of Responses:

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

2. 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	03/02/2026
	** 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.

FAQ

What insider transactions did Valvoline (VVV) report for Dione Sturgeon?

Valvoline reported that Chief Accounting Officer Dione Sturgeon exercised 287 restricted stock units into common stock and then disposed of 104 shares to satisfy tax obligations, resulting in direct ownership of 6,866 common shares following the transactions.

Did the Valvoline (VVV) CAO buy or sell shares in the open market?

The Valvoline CAO did not report an open-market buy or sell. The filing shows an RSU conversion into 287 common shares and a related tax-withholding disposition of 104 shares, which is a standard method for covering tax liabilities on equity awards.

How many Valvoline (VVV) shares does Dione Sturgeon own after this Form 4?

After the reported transactions, Dione Sturgeon directly owns 6,866 Valvoline common shares. This reflects the net result of converting 287 restricted stock units and disposing of 104 shares for tax withholding on February 27, 2026.

What is the price used in Dione Sturgeon’s Valvoline (VVV) Form 4 transactions?

Both the RSU conversion into common stock and the tax-withholding disposition are recorded at a transaction price of $37.80 per share. This price is used to value the 287 acquired shares and the 104 shares disposed for tax obligations.

How do Valvoline (VVV) restricted stock units work in this Form 4?

The filing explains that restricted stock units convert into Valvoline common stock on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the grant date, providing staged equity compensation over time.