Valvoline (NYSE: VVV) CPO sells shares after exercising awards

Rhea-AI Filing Summary

Valvoline Inc. Chief People Officer Jonathan L. Caldwell reported several share transactions tied to long-term incentives. On March 2, 2026, he exercised an FY 2017 stock appreciation right for 8,877 common shares at a stated exercise price of $20.29. To cover related obligations, 6,198 common shares were disposed of in a tax-withholding transaction at about $37.56. He also completed open-market sales of 983 shares at $38.00 on March 2 and 2,679 shares at $37.54 on March 3. After these moves, Caldwell directly owned 23,769 shares of Valvoline common stock.

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).

X

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)
03/02/2026

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	03/02/2026		M		8,877	A	$20.29	33,629	D
Common Stock	03/02/2026		F		6,198	D	$37.56	27,431	D
Common Stock	03/02/2026		S		983	D	$38	26,448	D
Common Stock	03/03/2026		S		2,679	D	$37.54	23,769	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 2017 Stock Appreciation Right	$20.29	03/02/2026		M			8,877	(1)	12/16/2026	Common Stock	8,877	$0	0	D

Explanation of Responses:

1. Fifty percent (50%) of the Stock Appreciation Rights vested on the first anniversary of the grant date and 25% vested on each of the second and third.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	03/04/2026
	** 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) Chief People Officer Jonathan Caldwell report?

Jonathan Caldwell reported exercising 8,877 stock appreciation rights and related common stock movements, including tax-withholding and open-market sales. These transactions adjusted his directly held Valvoline common stock position while settling obligations tied to his equity award.

How many Valvoline (VVV) shares did Jonathan Caldwell sell in the latest Form 4?

Caldwell reported open-market sales totaling 3,662 Valvoline common shares. These consisted of 983 shares at $38.00 on March 2, 2026, and 2,679 shares at $37.54 on March 3, 2026, following his exercise of stock appreciation rights.

At what prices did Jonathan Caldwell’s Valvoline (VVV) share sales occur?

His reported open-market sales occurred at $38.00 and $37.54 per share. Additionally, a tax-withholding disposition related to his award exercise used a price of $37.56 per share to satisfy associated obligations without being an open-market sale.

How many Valvoline (VVV) shares does Jonathan Caldwell own after these transactions?

After exercising stock appreciation rights, tax withholding, and open-market sales, Caldwell’s directly owned Valvoline common stock position was reported as 23,769 shares. This figure reflects his holdings immediately following the most recent disclosed transaction.

What equity award did Jonathan Caldwell exercise in the Valvoline (VVV) Form 4?

He exercised an FY 2017 stock appreciation right covering 8,877 underlying shares of Valvoline common stock. The transaction was reported with a stated exercise price of $20.29 per share, eliminating the remaining balance of that derivative award.

Why did Valvoline (VVV) show a tax-withholding stock disposition for Jonathan Caldwell?

The Form 4 reports a disposition of 6,198 common shares coded as a tax-withholding transaction. This indicates shares were delivered to satisfy exercise-price or tax obligations related to his stock appreciation right exercise, rather than an ordinary open-market sale.