VALVOLINE INC SEC Filings

Wasatch Advisors reported passive beneficial ownership of 8,143,960 Valvoline Inc. shares, representing 6.4% of the common stock. The firm has sole voting power over 5,335,879 shares and sole dispositive power over 8,143,960 shares as of the stated measurement date.

Wasatch certifies the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Valvoline, and not in connection with any control-related transaction, other than activities solely in connection with a nomination under Rule 240.14a-11.

Valvoline Inc. executive Adam C. Worsham, SVP and Chief Franchising Officer, has filed an initial statement of beneficial ownership. He directly holds 6,765 shares of Valvoline common stock and indirectly holds 1,279 shares through the Valvoline 401(k) Plan.

He also holds restricted stock units covering 604, 1,207 and 2,380 shares for fiscal years 2024, 2025 and 2026, plus 7,720 additional restricted stock units, which vest in three equal annual installments and convert into common stock on a one-for-one basis. Stock appreciation rights cover 3,790, 4,570, 5,610 and 12,100 shares at exercise prices of $34.94, $38.56, $31.62 and $38.43, with vesting spread over the first three anniversaries of the grant dates and expirations between 2033 and 2035.

Valvoline Inc. filed an initial insider ownership report for Chief Technology Officer Hitesh C. C. Patel. The filing shows FY 2026 restricted stock units covering 9,500 shares of common stock, vesting in three equal annual installments starting one year after the grant date, and converting into common stock on a one-for-one basis.

Patel also holds FY 2026 stock appreciation rights tied to 7,470 shares of common stock with a $31.62 exercise price. Fifty percent of these rights vested on the first anniversary of the grant date, with 25% vesting on each of the second and third anniversaries. The RSU award reflects a combined new hire and annual equity grant.

Valvoline Inc. President & CEO Lori Ann Flees reported acquiring 26 deferred stock units on February 5, 2026 under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees. These units were obtained through salary deferral at a reference price of $36.76 per unit, bringing her total directly held deferred stock units to 15,302. Each unit represents a contingent right to receive one share of Valvoline common stock, payable upon an unforeseeable emergency or upon her death, disability, or separation from service, as outlined in the plan.

Valvoline Inc. shareholder plans Rule 144 stock sale. A holder has filed to sell 1,343 shares of common stock through Fidelity Brokerage Services LLC on or about 02/09/2026 on the NYSE, with an aggregate market value of $49,993.18, versus 127,315,826 common shares outstanding.

The shares to be sold were acquired via restricted stock vesting from the issuer, with 183 shares vesting on 01/25/2023 and 1,160 shares vesting on 01/28/2026, both as compensation. The seller represents they are not aware of undisclosed material adverse information about Valvoline’s operations.

Valvoline Inc. reported higher revenue but a GAAP loss for the quarter ended December 31, 2025, as major Breeze Autocare deal and required divestitures drove one-time charges. Net revenues rose to $461.8 million from $414.3 million, helped by 335 net new system-wide stores and 5.8% system-wide same-store sales growth.

The company posted a $32.2 million loss from continuing operations, versus $93.9 million income a year earlier, mainly from a $57.9 million pre-tax loss on the FTC-required sale of 45 Breeze stores and related tax effects. Diluted loss per share was $0.26.

Valvoline acquired Breeze for $638.7 million, funded with a new $740.0 million Term Loan B, increasing total debt to $1,664.8 million. Despite higher leverage, Adjusted EBITDA rose to $117.4 million, reflecting stronger operations. The company continues to report a material weakness in internal control over financial reporting tied to business process controls following its ERP implementation, though remediation is underway.

Valvoline Inc. furnished an 8-K to announce that it has issued a press release with its financial results for the first quarter ended December 31, 2025. The earnings press release, dated February 4, 2026, is provided as Exhibit 99.1 and is available on Valvoline’s investor website, along with a webcast and slide presentation.

Valvoline Inc. director Janet S. Wong reported receiving an annual equity award of 4,300 FY 2026 restricted stock units on January 28, 2026 under the Valvoline Inc. 2026 Omnibus Incentive Plan. These units convert into Valvoline common stock on a one-for-one basis.

The restricted stock units vest and settle on the first anniversary of the grant date, unless the director elects to defer settlement until separation from service. Following this grant, Wong beneficially owns 4,300 derivative securities directly.

Valvoline Inc. director Chris Carr received an annual grant of 4,300 FY 2026 restricted stock units on January 28, 2026 under the Valvoline Inc. 2026 Omnibus Incentive Plan. Each unit converts into one share of Valvoline common stock and vests on the first anniversary of the grant date, unless Carr elects to defer settlement until separation from service.