Valvoline insider Form 4 shows RSU conversion and tax share disposal

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported an insider equity transaction by its Chief People Officer on 11/21/2025. The officer exercised 656 restricted stock units, which converted into the same number of shares of Valvoline common stock on a one-for-one basis. On the same date, 205 shares of common stock were disposed of at a price of $31.21 per share, identified with transaction code “F”, indicating shares withheld to cover obligations such as taxes.

After these transactions, the officer beneficially owned 24,343 shares of Valvoline common stock in direct form. The filing also notes that the restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date, which structures the executive’s future equity ownership over time.

Insider Trade Summary

656 shares exercised/converted

Mixed 3 txns

Insider Caldwell Jonathan L.

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	FY 2025 Restricted Stock Units	656	$0.00	--
Exercise	Common Stock	656	$0.00	--
Tax Withholding	Common Stock	205	$31.21	$6K

Holdings After Transaction: FY 2025 Restricted Stock Units — 1,314 shares (Direct); Common Stock — 24,548 shares (Direct)

Footnotes (1)

1. Restricted stock units convert into Valvoline common stock on a one-for-one basis. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant 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^*

Caldwell Jonathan L.

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		M		656	A	(1)	24,548	D
Common Stock	11/21/2025		F		205	D	$31.21	24,343	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 2025 Restricted Stock Units	(1)	11/21/2025		M			656	(2)	(2)	Common Stock	656	$0	1,314	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.

Remarks:

	/s/ Ian C. Lofwall, Attorney-in-Fact	11/24/2025
	** 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 insider transaction did Valvoline (VVV) report in this Form 4?

Valvoline reported that its Chief People Officer exercised 656 restricted stock units into common stock and had 205 shares disposed of on 11/21/2025, associated with a price of $31.21 per share for the disposed shares.

How many Valvoline (VVV) shares does the reporting person own after the transaction?

Following the reported transactions, the officer beneficially owned 24,343 shares of Valvoline common stock, held in direct ownership form.

What is the significance of the 205 Valvoline (VVV) shares disposed of at $31.21?

The 205 shares of Valvoline common stock were disposed of at $31.21 per share under transaction code “F”, which indicates shares withheld to satisfy obligations such as taxes related to the equity award.

How do the Valvoline (VVV) restricted stock units convert into common stock?

The filing explains that restricted stock units convert into Valvoline common stock on a one-for-one basis, meaning each unit becomes one share when it is settled.

What is the vesting schedule for the Valvoline (VVV) restricted stock units?

The restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date, spreading the equity benefit over multiple years.

Who is the reporting person in this Valvoline (VVV) Form 4 and what is their role?

The reporting person is an officer of Valvoline Inc. serving as Chief People Officer, and the Form 4 reflects changes in their beneficial ownership of Valvoline common stock.