VVV Insider Filing: Lori Ann Flees Adds 46 Deferred Units

Rhea-AI Filing Summary

Valvoline Inc. (VVV) director and President & CEO Lori Ann Flees acquired 46 deferred stock units under the Valvoline 2016 Deferred Compensation Plan on 09/04/2025 by salary deferral. Each unit represents the contingent right to one share of Valvoline common stock, and the filing shows an attributable unit value of $38.96. Following the transaction, the reporting person is shown as beneficially owning 10,066 shares of common stock directly. Units convert to shares upon specified events such as unforeseeable emergency, death, disability or separation from service, per the plan terms.

Positive

• Insider alignment: Reporting person increased deferred equity holdings by 46 deferred stock units, reinforcing alignment with shareholder outcomes through the compensation plan
• Transparency: Form 4 discloses direct beneficial ownership of 10,066 shares, providing clarity on insider stake

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Small salary-deferral acquisition increases insider alignment with shareholders but is immaterial to valuation.

The Form 4 documents a routine compensation-related acquisition: 46 deferred stock units were acquired via salary deferral under the companys Deferred Compensation Plan. Such deferrals are common governance practices to align executive incentives with shareholder outcomes without immediate dilution. The units are contingent rights to common shares and convert only on specified triggering events, limiting immediate market impact. The filing reports direct beneficial ownership of 10,066 shares after the transaction, which provides context for the insiders stake but is not a material change for most investors.

Securities Analyst

TL;DR: Insider added a nominal number of deferred units; transaction appears routine and non-material to shareholders.

The acquisition of 46 deferred stock units at an attributed unit value of $38.96 reflects a salary-deferral election, not an open-market purchase. Because the units convert to common shares only upon defined events (emergency, death, disability or separation), there is no immediate issuance or sale pressure. Reporting of 10,066 shares beneficially owned gives transparency on the insiders stake, but the size and nature of this transaction do not materially affect Valvolines capital structure or near-term valuation.

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
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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)
09/04/2025

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

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)	09/04/2025		A		46(2)		(3)	(3)	Common Stock	46	$38.96	10,066	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	09/05/2025
	** 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.

FAQ

What transaction did Valvoline (VVV) insider Lori Ann Flees report on Form 4?

The filing reports acquisition of 46 deferred stock units under the Valvoline 2016 Deferred Compensation Plan on 09/04/2025 via salary deferral.

What does one deferred stock unit represent in this Form 4?

Each deferred stock unit represents a contingent right to receive one share of Valvoline common stock upon distribution under the plan.

How many shares does the reporting person beneficially own after the reported transaction?

The Form 4 indicates the reporting person beneficially owns 10,066 shares of Valvoline common stock following the transaction.

When do the deferred stock units convert to actual shares?

Units become payable as shares upon an unforeseeable emergency, the reporting persons death, disability or separation from service, according to the Deferred Compensation Plan.

Was this a market purchase or a compensation deferral for VVV?

This was a salary deferral acquisition under the Deferred Compensation Plan, not an open-market purchase.