Valvoline (NYSE: VVV) CLO exercises SARs and sells 4,312 shares

Rhea-AI Filing Summary

Valvoline Inc's Chief Legal Officer Julie Marie O'Daniel exercised 15,810 FY 2020 Stock Appreciation Rights into common stock at $23.01 per share. To cover taxes, 11,498 common shares were disposed of at $38.53, and 4,312 common shares were sold in an open-market transaction at $38.55 per share. After these transactions, she held 17,979 common shares directly and approximately 3,042 common shares indirectly through the Valvoline 401(k) Plan.

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

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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^*

O'Daniel Julie Marie

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M		15,810	A	$23.01	33,789	D
Common Stock	02/20/2026		F		11,498	D	$38.53	22,291	D
Common Stock	02/20/2026		S		4,312	D	$38.55	17,979	D
Common Stock								3,042(1)	I	By 401(k) Plan

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 2020 Stock Appreciation Rights	$23.01	02/20/2026		M			15,810	(2)	11/14/2029	Common Stock	15,810	$0	0	D

Explanation of Responses:

1. Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock on the earliest Transaction Date.

2. 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 anniversaries of the grant date.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	02/23/2026
	** 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 did Valvoline (VVV) insider Julie Marie O'Daniel report in this Form 4?

Julie Marie O'Daniel reported exercising 15,810 FY 2020 Stock Appreciation Rights into Valvoline common stock. She also reported related tax-withholding dispositions and an open-market sale, along with updated direct and indirect share holdings after these transactions.

How many Valvoline (VVV) Stock Appreciation Rights did the CLO exercise?

She exercised 15,810 FY 2020 Stock Appreciation Rights into Valvoline common stock. These rights vested over three years, with 50% after one year and 25% on each of the second and third anniversaries of the original grant date.

How many Valvoline (VVV) shares did Julie O'Daniel sell in the open market?

She sold 4,312 shares of Valvoline common stock in an open-market or private transaction. The reported sale price was $38.55 per share, following the exercise of FY 2020 Stock Appreciation Rights into common stock.

What portion of Valvoline (VVV) shares were used to cover taxes or exercise costs?

A total of 11,498 Valvoline common shares were disposed of to satisfy the exercise price or tax withholding. This disposition was reported under transaction code F at a price of $38.53 per share on the same transaction date.

What are Julie O'Daniel's Valvoline (VVV) holdings after these Form 4 transactions?

After the reported transactions, she directly owned 17,979 Valvoline common shares. Additionally, approximately 3,042 Valvoline common shares were held indirectly for her benefit in the Valvoline 401(k) Plan, based on the plan’s stated methodology.

How are Valvoline (VVV) shares held in the 401(k) Plan reported in this Form 4?

The filing reports approximately 3,042 Valvoline common shares held for her in the Valvoline 401(k) Plan. The amount reflects an estimate based on the closing price of Valvoline common stock on the earliest reported transaction date, as described in the footnote.