Valvoline CEO reports RSU conversion and tax share sale on Form 4

Rhea-AI Filing Summary

Valvoline Inc. (VVV) President & CEO and director reported routine equity transactions in company stock. On 11/21/2025, previously granted FY 2025 restricted stock units were exercised, converting 6,033 units into the same number of Valvoline common shares. 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.

To cover taxes associated with this vesting event, 1,928 common shares were withheld or disposed of at a price of $31.21 per share. Following these transactions, the reporting person directly owns 64,767 shares of Valvoline common stock and holds 12,067 derivative securities in the form of restricted stock units.

Insider Trade Summary

6,033 shares exercised/converted

Mixed 3 txns

Insider Flees Lori Ann

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	FY 2025 Restricted Stock Units	6,033	$0.00	--
Exercise	Common Stock	6,033	$0.00	--
Tax Withholding	Common Stock	1,928	$31.21	$60K

Holdings After Transaction: FY 2025 Restricted Stock Units — 12,067 shares (Direct); Common Stock — 66,695 shares (Direct)

Footnotes (1)

1. 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.

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^*

Flees Lori Ann

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		M		6,033	A	(1)	66,695	D
Common Stock	11/21/2025		F		1,928	D	$31.21	64,767	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
FY 2025 Restricted Stock Units	(1)	11/21/2025		M			6,033	(2)	(2)	Common Stock	6,033	$0	12,067	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	11/24/2025
	** 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 President & CEO and director of Valvoline Inc. (VVV) reported the vesting and conversion of 6,033 FY 2025 restricted stock units into common stock on 11/21/2025, along with a related share disposition to cover taxes.

How many Valvoline (VVV) shares did the insider dispose of and at what price?

The insider disposed of or had withheld 1,928 Valvoline common shares at a price of $31.21 per share in connection with the vesting of restricted stock units.

How many Valvoline (VVV) shares does the insider own after the reported transactions?

After the reported Form 4 transactions, the insider directly owns 64,767 shares of Valvoline common stock and holds 12,067 restricted stock units.

What are the terms of the Valvoline (VVV) restricted stock units reported?

The FY 2025 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.

What do the transaction codes M and F mean in this Valvoline (VVV) Form 4?

Code M reflects the conversion of 6,033 restricted stock units into Valvoline common shares, and code F reflects the disposition of 1,928 shares to satisfy tax withholding obligations at $31.21 per share.

What is the insider’s role at Valvoline (VVV) mentioned in this Form 4?

The reporting person is both a director and an officer of Valvoline Inc., serving as President & CEO.