Valvoline (VVV) CEO updates holdings with RSU and DSU changes

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported insider equity transactions by its President and CEO, who is also a director. On 11/14/2025, he acquired 6,700 shares of common stock through the conversion of restricted stock units and disposed of 2,084 shares at $31.44 per share, resulting in 51,230 shares of common stock held directly afterward. The related restricted stock units convert into Valvoline common stock on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the grant date. On 11/13/2025, he also acquired 56 deferred stock units at $31.80 through salary deferral under Valvoline’s deferred compensation plan, bringing his total to 10,322 deferred stock units, and he holds 6,700 restricted stock units directly.

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

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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)
11/13/2025

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	11/14/2025		M		6,700	A	(1)	53,314	D
Common Stock	11/14/2025		F		2,084	D	$31.44	51,230	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 2024 Restricted Stock Units	(1)	11/14/2025		M			6,700	(2)	(2)	Common Stock	6,700	$0	6,700	D
Deferred Stock Units	(3)	11/13/2025		A		56(4)		(5)	(5)	Common Stock	56	$31.8	10,322	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	11/17/2025
	** 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 transactions did Valvoline (VVV) report on this Form 4?

The President & CEO of Valvoline Inc. (VVV) reported acquiring 6,700 shares of common stock on 11/14/2025 through restricted stock unit conversion and disposing of 2,084 shares at $31.44 the same day, along with acquiring 56 deferred stock units on 11/13/2025.

How many Valvoline (VVV) shares does the CEO own after the reported transactions?

After the reported transactions, the executive directly owns 51,230 shares of Valvoline common stock, plus 6,700 restricted stock units and 10,322 deferred stock units linked to Valvoline common stock.

What do the transaction codes M and F mean in the Valvoline (VVV) Form 4?

In this Form 4, code M indicates the exercise or conversion of derivative securities, here 6,700 restricted stock units converting into common stock. Code F indicates the disposition of 2,084 shares, typically associated with tax withholding or similar purposes, at $31.44 per share.

How do Valvoline restricted stock units work for this executive?

The restricted stock units convert into Valvoline common stock on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the grant date, as described in the footnotes.

What are the deferred stock units reported for Valvoline (VVV)?

Each deferred stock unit represents a contingent right to receive one share of Valvoline common stock under the company’s 2016 Deferred Compensation Plan. The Form 4 shows the executive acquired 56 units through salary deferral, increasing his holdings to 10,322 deferred stock units.

When do Valvoline deferred stock units become payable to the executive?

Shares of Valvoline common stock become payable in respect of the deferred stock units upon an unforeseeable emergency, or the executive’s death, disability, or separation from service, as provided under the company’s deferred compensation plan.