Valvoline (NYSE: VVV) CEO reports RSU conversion and tax withholding

Rhea-AI Filing Summary

VALVOLINE INC President & CEO Lori Ann Flees reported equity compensation activity on November 28, 2025. FY 2023 restricted stock units converted into 2,643 shares of common stock, with 1,219 shares withheld to satisfy tax obligations at $31.31 per share. She also received 57 deferred stock units at $31.31 under Valvoline’s Deferred Compensation Plan, bringing her deferred stock unit balance to 10,379 units. After these transactions, she directly holds 70,691 shares of Valvoline common stock.

Insights

Equity compensation and governance analyst

Routine CEO equity compensation activity with modest net share increase.

A Valvoline Inc. director and President & CEO exercised 2,643 FY 2023 restricted stock units on 11/28/2025, converting them into common stock on a one-for-one basis. This lifted directly held common shares to 71,910 before any tax-related disposition, reflecting standard long-term incentive plan mechanics.

The same day, 1,219 shares were disposed of at $31.31 per share, a pattern often associated with withholding to satisfy tax obligations, resulting in 70,691 shares held directly. In addition, 57 deferred stock units were credited under the 2016 Deferred Compensation Plan through salary deferral, raising total deferred stock units to 10,379. Overall, this appears to be routine compensation and deferral activity rather than a thesis-changing event.

Insider Trade Summary

Net Buyer: 1,424 shares

Net Buy 4 txns

Insider Flees Lori Ann

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	FY 2023 Restricted Stock Units	2,643	$0.00	$0.00
Grant/Award	Deferred Stock Units	57	$31.31	$2K
Exercise	Common Stock	2,643	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,219	$31.31	$38K

Holdings After Transaction: FY 2023 Restricted Stock Units — 0 shares (Direct); Deferred Stock Units — 10,379 shares (Direct); Common Stock — 70,691 shares (Direct)

Footnotes (5)

1. F1. Restricted stock units convert into Valvoline common stock on a one-for-one basis.
2. F2. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
3. F3. 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").
4. F4. Represents the number of deferred stock units acquired by the reporting person under the Deferred Compensation Plan through salary deferral.
5. F5. 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.

Key Figures

RSUs converted: 2,643 shares Shares withheld for taxes: 1,219 shares Deferred stock units acquired: 57 units +3 more

6 metrics

RSUs converted 2,643 shares FY 2023 restricted stock units converting into common stock on 2025-11-28

Shares withheld for taxes 1,219 shares Common stock withheld to pay tax liability at $31.31 per share

Deferred stock units acquired 57 units Deferred stock units granted/acquired at $31.31 on 2025-11-28

Deferred stock units held 10,379 units Total deferred stock units following the reported acquisition

Common stock held 70,691 shares Direct Valvoline common stock holding after the transactions

Transaction price $31.31 per share Per-share value used for deferred stock units and tax-withholding transactions

Key Terms

Restricted stock units, Deferred Stock Units, Deferred Compensation Plan, unforeseeable emergency

4 terms

Restricted stock units financial

"Restricted stock units convert into Valvoline common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Deferred Stock Units financial

"Represents the number of deferred stock units acquired by the reporting person."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Deferred Compensation Plan financial

"distribution from the Valvoline Inc. 2016 Deferred Compensation Plan for Employees."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

unforeseeable emergency financial

"upon the event of an unforeseeable emergency as defined in the Deferred Compensation Plan."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/01/2025 - 04:02 PM Learn about SEC filing dates

FAQ

What transactions did Valvoline (VVV) CEO Lori Ann Flees report in this Form 4?

Lori Ann Flees reported an RSU conversion, tax withholding, and a deferred stock unit acquisition. 2,643 FY 2023 restricted stock units converted to common shares, 1,219 shares were withheld for taxes, and 57 deferred stock units were added under Valvoline’s Deferred Compensation Plan.

How many Valvoline (VVV) shares were withheld for Lori Ann Flees’ tax obligations?

1,219 shares of Valvoline common stock were withheld to satisfy tax liabilities. These shares were valued at $31.31 per share and relate to the vesting and conversion of FY 2023 restricted stock units into common stock on November 28, 2025.

What happened to the FY 2023 restricted stock units reported by Valvoline (VVV)?

FY 2023 restricted stock units converted into 2,643 shares of Valvoline common stock. Footnotes state these RSUs convert on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the grant date.

How many deferred stock units does Valvoline (VVV) CEO Lori Ann Flees hold after the report?

She holds 10,379 deferred stock units following the reported acquisition of 57 units. Each unit represents a contingent right to receive one share of Valvoline common stock under the company’s 2016 Deferred Compensation Plan for Employees.

What is Lori Ann Flees’ Valvoline (VVV) common stock holding after these transactions?

After the reported transactions, Lori Ann Flees directly holds 70,691 shares of Valvoline common stock. This reflects her updated equity position as President & CEO, excluding separate deferred stock unit holdings under the Deferred Compensation 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

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)
11/28/2025

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	11/28/2025		M		2,643	A	(1)	71,910	D
Common Stock	11/28/2025		F		1,219	D	$31.31	70,691	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 2023 Restricted Stock Units	(1)	11/28/2025		M			2,643	(2)	(2)	Common Stock	2,643	$0	0	D
Deferred Stock Units	(3)	11/28/2025		A		57(4)		(5)	(5)	Common Stock	57	$31.31	10,379	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.

3. 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").

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

5. 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	12/01/2025
	** 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.