Valvoline (VVV) CEO Lori Flees acquires 25 deferred stock units via deferral

Rhea-AI Filing Summary

Valvoline Inc. President & CEO Lori Ann Flees reported acquiring 25 deferred stock units on February 19, 2026 under the company’s 2016 Deferred Compensation Plan for Employees. Each unit is a right to receive one share of Valvoline common stock, generally payable upon unforeseeable emergency, death, disability, or separation from service.

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

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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^*

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)
02/19/2026

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

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
Deferred Stock Units	(1)	02/19/2026		A		25(2)		(3)	(3)	Common Stock	25	$38.68	15,327	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution from the Valvoline Inc. 2016 Deferred Compensation Plan for Employees (the "Deferred Compensation Plan").

2. Represents the number of deferred stock units acquired by the reporting person under the Deferred Compensation Plan through salary deferral.

3. Shares of Valvoline Common Stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Deferred Compensation Plan) or the Reporting Person's death, disability or separation from service, in accordance with the terms of the Deferred Compensation Plan.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/20/2026
	** 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 transaction did Valvoline (VVV) report for Lori Ann Flees?

Valvoline reported that President & CEO Lori Ann Flees acquired 25 deferred stock units. These units were obtained through salary deferral under the 2016 Deferred Compensation Plan for Employees and represent rights to receive shares of Valvoline common stock in the future.

What are the deferred stock units reported in Valvoline (VVV) CEO’s Form 4?

The deferred stock units represent contingent rights to receive one share of Valvoline common stock per unit. They are credited under Valvoline’s 2016 Deferred Compensation Plan for Employees and are generally payable upon unforeseeable emergency, death, disability, or separation from service, per the plan’s terms.

How many Valvoline (VVV) deferred stock units did Lori Ann Flees acquire?

Lori Ann Flees acquired 25 deferred stock units. After this acquisition, her total deferred stock unit holdings reported in the filing increased to 15,327 units, all held directly. The transaction is classified as a grant or award acquisition rather than an open-market purchase.

How were the new Valvoline (VVV) deferred stock units for the CEO funded?

The Form 4 states that the 25 deferred stock units were acquired through salary deferral under Valvoline’s 2016 Deferred Compensation Plan for Employees. This means part of the CEO’s compensation was deferred into stock-denominated units instead of being received currently in cash.

When do Valvoline (VVV) deferred stock units for the CEO become payable?

The units become payable in Valvoline common stock upon an unforeseeable emergency, or upon the reporting person’s death, disability, or separation from service. These payment conditions are governed by the terms of Valvoline’s 2016 Deferred Compensation Plan for Employees as described in the footnotes.