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Valvoline (VVV) Form 4: FY23–FY25 PSUs pay out at 98.4% of target

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

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported an insider equity transaction by its Chief People Officer. On 11/19/2025, the officer acquired 3,080 shares of common stock earned from a FY23–FY25 Performance Share Unit (PSU) award granted on November 29, 2022. These PSUs vested 100% at the end of the three-year performance period and were based on adjusted net income goals for each of FY23, FY24 and FY25, plus an overall FY23–FY25 period, each weighted equally at 25%.

The payout was also subject to a modifier tied to Valvoline’s total shareholder return versus the S&P 400 MidCap 400 Index, resulting in a final PSU payout of 98.4% of target. On the same date, 958 shares were disposed of in a transaction coded "F" at $30.64 per share, typically reflecting share withholding for taxes. After these transactions, the officer directly owned 23,892 shares of Valvoline common stock.

Positive

  • None.

Negative

  • None.
Insider Caldwell Jonathan L.
Role Chief People Officer
Type Security Shares Price Value
Grant/Award Common Stock 3,080 $0.00 --
Tax Withholding Common Stock 958 $30.64 $29K
Holdings After Transaction: Common Stock — 24,850 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*
Caldwell Jonathan L.
(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 People 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 3,080 A(1) (2) 24,850 D
Common Stock 11/19/2025 F 958 D $30.64 23,892 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 insider transaction did Valvoline (VVV) report in this Form 4?

Valvoline reported that its Chief People Officer acquired 3,080 shares of common stock on 11/19/2025 from a vested FY23–FY25 Performance Share Unit (PSU) award, with a portion of shares later disposed of for tax purposes.

How was the FY23–FY25 PSU award for Valvoline (VVV) structured?

The PSU award was measured against adjusted net income performance goals over three separate one-year periods for FY23, FY24 and FY25, and an additional three-year FY23–FY25 period, each weighted 25%, with a payout modifier based on total shareholder return versus the S&P 400 MidCap 400 Index.

What was the final payout level for Valvoline’s FY23–FY25 PSU award?

Based on Valvoline’s adjusted net income and total shareholder return performance for FY23–FY25, the Compensation Committee certified a PSU payout equal to 98.4% of target.

Why were 958 Valvoline (VVV) shares disposed of at $30.64 in this filing?

The Form 4 shows a transaction coded "F" for 958 shares at $30.64 per share, which typically indicates shares were withheld or sold to cover tax obligations related to the vesting of equity awards.

How many Valvoline (VVV) shares does the reporting officer own after these transactions?

Following the reported PSU share acquisition and the tax-related disposition, the Chief People Officer directly owns 23,892 shares of Valvoline common stock.

How do Valvoline PSUs convert into common stock?

According to the disclosure, PSUs convert into Valvoline common stock on a one-for-one basis, meaning each earned PSU results in one share of common stock.