Valvoline (VVV) Form 4: PSU payout at 98.4% of target

Q: What did Valvoline (VVV) disclose in this Form 4 filing?

The filing reports that Valvoline’s Chief Operating Officer acquired 2,054 shares of common stock on 11/19/2025 from the vesting of performance share units and disposed of 627 shares at $30.64 per share, resulting in 11,534 shares beneficially owned directly.

Q: What is the source of the 2,054 Valvoline (VVV) shares acquired by the COO?

The 2,054 shares represent stock earned from the FY23–FY25 Performance Share Unit (PSU) award granted on November 29, 2022. These PSUs became fully vested at the end of the three-year performance period and converted into Valvoline common stock on a one-for-one basis.

Q: How was the FY23–FY25 PSU award for Valvoline (VVV) measured and paid out?

The PSUs were measured against adjusted net income goals over three separate one-year periods (FY23, FY24, FY25) and one three-year FY23–FY25 period, with each measurement period weighted at 25% . The entire PSU was then adjusted by a modifier of -25%, 0%, or +25% based on Valvoline’s total shareholder return versus the S&P 400 MidCap 400 Index . The Compensation Committee certified a final payout equal to 98.4% of target .

Q: How many Valvoline (VVV) shares does the COO own after these transactions?

After the reported transactions on 11/19/2025 , the Chief Operating Officer beneficially owns 11,534 shares of Valvoline common stock in direct ownership.

Q: Why were 627 Valvoline (VVV) shares disposed of at $30.64?

The Form 4 shows a disposition of 627 shares coded as transaction type F , at a price of $30.64 per share. This code typically indicates shares withheld to satisfy tax obligations in connection with the vesting of equity awards.

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

According to the disclosure, PSUs convert into Valvoline common stock on a one-for-one basis once they are earned and vested based on the specified performance criteria.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported a Form 4 for its Chief Operating Officer, reflecting equity compensation activity tied to a prior performance award. On 11/19/2025, the officer acquired 2,054 shares of common stock through the vesting of performance share units (PSUs) from a FY23–FY25 award. On the same date, 627 shares were disposed of at $30.64 per share, typically to cover taxes, leaving 11,534 shares of common stock beneficially owned directly.

The PSUs were granted on November 29, 2022 and were earned based on adjusted net income goals over three one-year periods (FY23, FY24, FY25) and a three-year FY23–FY25 period, each weighted at 25%. The total award was also subject to a modifier based on Valvoline’s total shareholder return versus the S&P 400 MidCap 400 Index, with possible adjustments of -25%, 0%, or +25%. Based on performance, the Compensation Committee certified a PSU payout of 98.4% of target, which then converted into common stock on a one-for-one basis.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fulcher Linne

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,054	$0.00	--
Tax Withholding	Common Stock	627	$30.64	$19K

Holdings After Transaction: Common Stock — 12,161 shares (Direct)

Footnotes (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 →

11/20/2025 - 04:44 PM

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^*

Fulcher Linne

(Last)

(First)

(Middle)

100 VALVOLINE WAY

(Street)

LEXINGTON

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 Operating 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2025		A		2,054⁽¹⁾	A	⁽²⁾	12,161	D
Common Stock	11/19/2025		F		627	D	$30.64	11,534	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 did Valvoline (VVV) disclose in this Form 4 filing?

The filing reports that Valvoline’s Chief Operating Officer acquired 2,054 shares of common stock on 11/19/2025 from the vesting of performance share units and disposed of 627 shares at $30.64 per share, resulting in 11,534 shares beneficially owned directly.

What is the source of the 2,054 Valvoline (VVV) shares acquired by the COO?

The 2,054 shares represent stock earned from the FY23–FY25 Performance Share Unit (PSU) award granted on November 29, 2022. These PSUs became fully vested at the end of the three-year performance period and converted into Valvoline common stock on a one-for-one basis.

How was the FY23–FY25 PSU award for Valvoline (VVV) measured and paid out?

The PSUs were measured against adjusted net income goals over three separate one-year periods (FY23, FY24, FY25) and one three-year FY23–FY25 period, with each measurement period weighted at 25%. The entire PSU was then adjusted by a modifier of -25%, 0%, or +25% based on Valvoline’s total shareholder return versus the S&P 400 MidCap 400 Index. The Compensation Committee certified a final payout equal to 98.4% of target.

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

After the reported transactions on 11/19/2025, the Chief Operating Officer beneficially owns 11,534 shares of Valvoline common stock in direct ownership.

Why were 627 Valvoline (VVV) shares disposed of at $30.64?

The Form 4 shows a disposition of 627 shares coded as transaction type F, at a price of $30.64 per share. This code typically indicates shares withheld to satisfy tax obligations in connection with the vesting of equity awards.

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

According to the disclosure, PSUs convert into Valvoline common stock on a one-for-one basis once they are earned and vested based on the specified performance criteria.