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VVV Insider Update: President & CEO Reports Small DSU Acquisition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Valvoline Inc. (VVV) – Form 4 insider filing

On 26 June 2025, President & Chief Executive Officer Lori Ann Flees reported the acquisition of 48 deferred stock units (DSUs) under the company’s 2016 Deferred Compensation Plan. The units were obtained through salary deferral and represent a contingent right to receive an equivalent number of Valvoline common shares upon a qualifying distribution event (e.g., separation from service, death, disability or an unforeseeable emergency as defined by the plan).

The filing shows a price reference of $37.04 for the DSUs and states that, following the transaction, Flees holds 9,831 DSUs in direct ownership. No common shares or other derivative instruments were disposed of, and no open-market purchases were disclosed.

Because the transaction is a routine, compensation-related deferral rather than a market purchase, the event is generally viewed as administrative with limited immediate valuation impact for shareholders. There are no changes to Valvoline’s capital structure, no option exercises, and no sale of shares.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CEO deferred 48 shares; routine, immaterial for valuation.

The filing reflects a modest addition of 48 DSUs through the executive deferred-compensation mechanism. With a notional value of roughly US$1.8k (48 × $37.04), the size is de minimis relative to Valvoline’s US$5-plus billion market cap. No cash outlay or market purchase occurred, so signaling value is negligible. Total DSUs held (9,831) still represent less than 0.01 % of shares outstanding. As there is neither disposal nor large accumulation, I classify the disclosure as neutral and not impactful for trading decisions.

TL;DR: Standard salary-deferral grant; governance compliant.

Deferred stock units align executive pay with shareholder value without immediate dilution. The transaction adheres to the 2016 Deferred Compensation Plan and keeps CEO ownership rising gradually—positive for alignment but too small to affect control. No 10b5-1 plan box was checked, indicating the movement is automatic via payroll rather than discretionary trading. Governance risk is minimal, and materiality is low; therefore, overall impact is neutral.

Insider Flees Lori Ann
Role President & CEO
Type Security Shares Price Value
Grant/Award Deferred Stock Units 48 $37.04 $2K
Holdings After Transaction: Deferred Stock Units — 9,831 shares (Direct)
Footnotes (1)
  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"). Represents the number of deferred stock units acquired by the reporting person under the Deferred Compensation Plan through salary deferral. 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.
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*
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)
06/26/2025
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) 06/26/2025 A 48(2) (3) (3) Common Stock 48 $37.04 9,831 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 06/27/2025
** 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 did Valvoline (VVV) CEO Lori Ann Flees report on Form 4?

She acquired 48 deferred stock units on 26 June 2025 under the company’s Deferred Compensation Plan.

How many Valvoline deferred stock units does the CEO own after the transaction?

Following the acquisition, Flees beneficially owns 9,831 deferred stock units.

Was this a purchase or sale of common shares in the open market?

No. The filing shows no open-market transactions; it reflects a routine salary-deferral into DSUs.

What price is associated with the reported deferred stock units?

The Form 4 lists a reference price of $37.04 per unit.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan?

No box for Rule 10b5-1 was checked, implying the action was automatic under the compensation plan, not a discretionary trade.