Valvoline Form 4: CEO PSU payout at 98.4% of target disclosed

Q: What insider transaction did Valvoline (VVV) report on this Form 4?

The President & CEO of Valvoline Inc. (VVV) , who is also a Director, reported acquiring 13,690 shares of common stock on 11/19/2025 from the vesting of a FY23–FY25 Performance Share Unit (PSU) award, and a separate transaction for share withholding for taxes.

Q: How were the Valvoline (VVV) PSUs for FY23–FY25 structured?

The FY23–FY25 PSU award granted on November 29, 2022 was based on adjusted net income performance over three separate one-year periods (FY23, FY24, FY25) and a three-year FY23–FY25 period, each weighted at 25%, and was subject to a total shareholder return modifier.

Q: What does the tax withholding transaction on the Valvoline (VVV) Form 4 represent?

On 11/19/2025, the Form 4 shows a transaction coded "F" for 4,258 shares at $30.64 per share , which indicates shares were disposed of to satisfy tax withholding obligations tied to the equity award.

Q: How do Valvoline (VVV) PSUs convert into common stock for executives?

The filing states that PSUs convert into Valvoline common stock on a one-for-one basis , meaning each vested PSU results in one share of Valvoline common stock, subject to the performance and modifier outcomes.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Valvoline Inc. (VVV) reported an equity award payout for its President & CEO and Director. On 11/19/2025, the executive acquired 13,690 shares of Valvoline common stock through the FY23–FY25 Performance Share Unit (PSU) award granted on November 29, 2022. These PSUs vested in full at the end of the three-year performance period after being measured against adjusted net income goals for FY23, FY24 and FY25, plus an additional three-year measurement, with each period weighted equally at 25% and subject to a total shareholder return modifier.

Based on Valvoline's adjusted net income and total shareholder return performance versus the S&P 400 MidCap 400 Index, the Compensation Committee certified a PSU payout equal to 98.4% of target, converting into common stock on a one-for-one basis. Also on 11/19/2025, 4,258 shares were withheld at a price of $30.64 per share in a transaction coded "F", typically used for tax withholding. Following these transactions, the executive directly beneficially owned 60,662 shares of Valvoline common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Flees Lori Ann

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,690	$0.00	--
Tax Withholding	Common Stock	4,258	$30.64	$130K

Holdings After Transaction: Common Stock — 64,920 shares (Direct)

Footnotes (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.

Form 4 Insider Transactions: What Each Field Means →

11/20/2025 - 04:44 PM

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

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)
11/19/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2025		A		13,690⁽¹⁾	A	⁽²⁾	64,920	D
Common Stock	11/19/2025		F		4,258	D	$30.64	60,662	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Valvoline (VVV) report on this Form 4?

The President & CEO of Valvoline Inc. (VVV), who is also a Director, reported acquiring 13,690 shares of common stock on 11/19/2025 from the vesting of a FY23–FY25 Performance Share Unit (PSU) award, and a separate transaction for share withholding for taxes.

How were the Valvoline (VVV) PSUs for FY23–FY25 structured?

The FY23–FY25 PSU award granted on November 29, 2022 was based on adjusted net income performance over three separate one-year periods (FY23, FY24, FY25) and a three-year FY23–FY25 period, each weighted at 25%, and was subject to a total shareholder return modifier.

What payout did the Valvoline (VVV) executive receive from the FY23–FY25 PSU award?

Based on Valvoline's adjusted net income and total shareholder return (TSR) relative to the S&P 400 MidCap 400 Index, the Compensation Committee certified a PSU payout equal to 98.4% of target, resulting in 13,690 shares of common stock for the reporting person.

What does the tax withholding transaction on the Valvoline (VVV) Form 4 represent?

On 11/19/2025, the Form 4 shows a transaction coded "F" for 4,258 shares at $30.64 per share, which indicates shares were disposed of to satisfy tax withholding obligations tied to the equity award.

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

After the reported PSU vesting and tax withholding, the reporting person directly and beneficially owned 60,662 shares of Valvoline common stock.

How do Valvoline (VVV) PSUs convert into common stock for executives?

The filing states that PSUs convert into Valvoline common stock on a one-for-one basis, meaning each vested PSU results in one share of Valvoline common stock, subject to the performance and modifier outcomes.