Valvoline insider equity award vests at 98.4% of target

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported an insider equity transaction by its Chief Legal Officer. On 11/19/2025, the officer received 5,476 shares of Valvoline common stock from the vesting of a performance share unit (PSU) award covering fiscal years 2023–2025. The Compensation Committee certified performance, resulting in a PSU payout equal to 98.4% of target, with PSUs converting into common stock on a one-for-one basis.

On the same date, 1,704 shares were disposed of at $30.64 per share, typically consistent with shares withheld to cover taxes. After these transactions, the officer directly beneficially owned 19,862 shares of Valvoline common stock and indirectly held approximately 3,046 shares through the Valvoline 401(k) Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider O'Daniel Julie Marie

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,476	$0.00	--
Tax Withholding	Common Stock	1,704	$30.64	$52K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 21,566 shares (Direct); Common Stock — 3,046 shares (Indirect, By 401(k) Plan)

Footnotes (1)

1. Represents shares earned from the FY23-FY25 Performance Share Unit (PSU) award granted on November 29, 2022, as certified by the Compensation Committee of the Board of Directors. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against adjusted net income performance goals over three separate one-year measurement periods for each of FY23, FY24 and FY25, and for a three-year measurement period between FY23-FY25. Each measurement period was weighted equally at 25%. The entire PSU was subject to a payment modifier (-25%, 0%, or +25%) based on Valvoline's FY23-FY25 total shareholder return (TSR) relative to the companies in the S&P 400 MidCap 400 Index. Based on Valvoline's adjusted net income and TSR performance, the Committee awarded a PSU payout equal to 98.4% of target. PSUs convert into Valvoline Common Stock on a one-for-one basis. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
11/19/2025

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	11/19/2025		A		5,476(1)	A	(2)	21,566	D
Common Stock	11/19/2025		F		1,704	D	$30.64	19,862	D
Common Stock								3,046(3)	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

Explanation of Responses:

1. Represents shares earned from the FY23-FY25 Performance Share Unit (PSU) award granted on November 29, 2022, as certified by the Compensation Committee of the Board of Directors. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against adjusted net income performance goals over three separate one-year measurement periods for each of FY23, FY24 and FY25, and for a three-year measurement period between FY23-FY25. Each measurement period was weighted equally at 25%. The entire PSU was subject to a payment modifier (-25%, 0%, or +25%) based on Valvoline's FY23-FY25 total shareholder return (TSR) relative to the companies in the S&P 400 MidCap 400 Index. Based on Valvoline's adjusted net income and TSR performance, the Committee awarded a PSU payout equal to 98.4% of target.

2. PSUs convert into Valvoline Common Stock on a one-for-one basis.

3. 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.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	11/20/2025
	** 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).
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