AI Earnings Predictions for Valvoline Inc. (VVV)

vvv-202602040001674910false00016749102026-02-042026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 4, 2026

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On February 4, 2026, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the first quarter ended December 31, 2025. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On February 4, 2026, Valvoline will make the Earnings Release available on its website located at http://investors.valvoline.com. On February 4, 2026, Valvoline will make available a webcast and slide presentation relating to the Earnings Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Earnings Release dated February 4, 2026.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: February 4, 2026 By: /s/ J. Kevin Willis J. Kevin Willis Chief Financial Officer

vvv-202511190001674910false00016749102025-11-192025-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 19, 2025

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On November 19, 2025, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the fourth quarter and fiscal year ended September 30, 2025. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On November 19, 2025, Valvoline will make the Earnings Release available on its website located at http://investors.valvoline.com. On November 19, 2025, Valvoline will make available a webcast and slide presentation relating to the Earnings Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Earnings Release dated November 19, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: November 19, 2025 By: /s/ J. Kevin Willis J. Kevin Willis Chief Financial Officer

vvv-202508060001674910false00016749102025-08-062025-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2025

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On August 6, 2025, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the third quarter ended June 30, 2025. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On August 6, 2025, Valvoline will make the Earnings Release available on its website located at http://investors.valvoline.com. On August 6, 2025, Valvoline will make available a webcast and slide presentation relating to the Earnings Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Earnings Release dated August 6, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: August 6, 2025 By: /s/ J. Kevin Willis J. Kevin Willis Chief Financial Officer

vvv-202505080001674910false00016749102025-05-082025-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2025

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On May 8, 2025, Valvoline Inc. (“Valvoline”) issued a press release ("Earnings Release") announcing its financial results for the second quarter ended March 31, 2025. A copy of Valvoline's Earnings Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 8, 2025, the Company issued a press release announcing that the Board of Directors of Valvoline has appointed J. Kevin Willis, as Chief Financial Officer of the Company, effective May 19, 2025. Mr. Willis succeeds Mary E. Meixelsperger, who previously announced her intention to retire in October 2024. Ms. Meixelsperger will continue with the Company during a transition period.

Mr. Willis, age 59, was most recently Senior Vice President and Chief Financial Officer at Ashland Inc. and its predecessors from May 2013 to May 2025. Prior to that role, Mr. Willis was Vice President, Finance – Ashland Specialty Ingredients from August 2011 to May 2013; Vice President and Treasurer of Ashland from 2007 to 2011; and held various other finance positions with Ashland. Mr. Willis received a Bachelor of Business Administration in accounting from Eastern Kentucky University and an MBA from the Kellogg Graduate School of Management at Northwestern University.

Mr. Willis will receive an annual base salary of $650,000. He will also be eligible to participate in the Valvoline Incentive Plan with a target annual incentive compensation opportunity equal to 75% of his annual base salary. Mr. Willis will be eligible to receive a prorated Valvoline Incentive Plan payment for fiscal 2025. Mr. Willis’ target long-term incentive plan (“LTIP”) award shall be no less than $950,000, which will be effective with the Company’s annual grant of equity awards for fiscal 2026.

In addition, Mr. Willis will receive a one-time new hire LTIP award with a grant date value of $1.6 million composed of 25% time-based restricted stock units (“RSUs”), 25% stock appreciation rights (“SARs”) and 50% performance stock units (“PSUs”) for the fiscal 2025 to fiscal 2027 performance period, effective June 2, 2025. The LTIP awards will become vested as follows: (i) the RSUs will vest ratably (33-1/3% per year) on each of the first three anniversaries of the grant date; (ii) the SARs will vest 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date; and (iii) the PSUs will become 100% vested on the last day of the fiscal 2025 to fiscal 2027 performance period, each subject to Mr. Willis’ continuous employment through the relevant vesting date. Mr. Willis will also be eligible to partic

vvv-202502060001674910false00016749102025-02-062025-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 6, 2025

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On February 6, 2025, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the first quarter ended December 31, 2024. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On February 6, 2025, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On February 6, 2025, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated February 6, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: February 6, 2025 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202411190001674910false00016749102024-11-192024-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 19, 2024

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On November 19, 2024, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fourth quarter and fiscal year ended September 30, 2024. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On November 19, 2024, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On November 19, 2024, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated November 19, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: November 19, 2024 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202408070001674910false00016749102024-08-072024-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 7, 2024

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On August 7, 2024, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal third quarter ended June 30, 2024. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On August 7, 2024, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On August 7, 2024, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated August 7, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: August 7, 2024 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202405080001674910false00016749102024-05-082024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2024

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On May 8, 2024, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal second quarter ended March 31, 2024. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On May 8, 2024, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On May 8, 2024, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated May 8, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: May 8, 2024 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202402060001674910false00016749102024-02-062024-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 6, 2024

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On February 6, 2024, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal first quarter ended December 31, 2023. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On February 6, 2024, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On February 6, 2024, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated February 6, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: February 6, 2024 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202311090001674910false00016749102023-11-092023-11-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 9, 2023

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On November 9, 2023, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal fourth quarter ended September 30, 2023. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On November 9, 2023, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On November 9, 2023, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated November 9, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: November 9, 2023 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202308030001674910false00016749102023-08-032023-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2023

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, Kentucky 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☑Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On August 9, 2023, Valvoline Inc. (“Valvoline” or the “Company”) issued a press release ("Earnings Press Release") announcing its financial results for the fiscal third quarter ended June 30, 2023. A copy of Valvoline's Earnings Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 9, 2023, the Company issued a press release (“CEO Succession Press Release”) announcing that Samuel J. Mitchell, Jr., the Company’s Chief Executive Officer (“CEO”) and a member of the Board of Directors (the “Board”), notified the Company’s Board on August 3, 2023 of his intention to retire as CEO and as a member of the Board, effective as of the close of business on September 30, 2023. The Board has appointed Lori A. Flees, the Company’s President, Retail Services, to succeed Mr. Mitchell as CEO, effective October 1, 2023.

Ms. Flees, age 52, has served as the Company’s President, Retail Services, since April 2022. In her role as President, Ms. Flees oversees Valvoline’s fast growing retail services business, which operates over 1,800 Company-owned and franchised service center locations serving consumer and fleet customers. Ms. Flees started her career in the automotive industry 35 years ago with General Motor’s GMC Truck division. After 17 years at Bain & Company, a global strategy consulting firm, Ms. Flees spent nearly a decade at Walmart where she led all aspects of Walmart’s Health & Wellness business across more than 4,800 locations. She joined Walmart to lead corporate strategy and development, and later moved into leadership roles that included the incubation of new retail capabilities via the deployment of emerging technologies, strategic partnership development with companies such as Google and Microsoft, and the leadership of the pharmacy and optical business of Sam’s Club.

In connection with her promotion to CEO, the Compensation Committee approved an increase in Ms. Flees’ annual base salary from $700,000 to $900,000 and her target annual incentive compensation opportunity from 75% to 100% of her annual base salary, effective October 1, 2023. In addition, the Compensation Committee approved an increase in Ms. Flees’ target long-term incentive compensation opportunity from $1,000,000 to $2,500,000, which will be effective with the Company’s annual grant of equity awards for fiscal 2024.

On August 3, 2023, the Board also approved the recommendation of the Governance & Nominating Committee of the Board that Ms. Flees be elected to the Board, effective October 1, 2023. As an employee director, Ms. Flees will not be entitled to receive compe

8-K

VALVOLINE INC false 0001674910 0001674910 2023-05-10 2023-05-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky

001-37884

30-0939371

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100 Lexington, KY 40509 (Address of principal executive offices) (859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☒ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On May 10, 2023, Valvoline Inc. (“Valvoline” or the “Company”) issued a press release (“Press Release”) announcing its financial results for the fiscal second quarter ended March 31, 2023. A copy of Valvoline’s Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure

On May 10, 2023, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On May 10, 2023, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline’s website located at http://investors.valvoline.com.

Item 8.01. Other Events

On May 10, 2023, Valvoline announced its intention to commence a modified “Dutch auction” tender offer for up to $1 billion in value of shares of its common stock, subject to market conditions, at a specified price range that is yet to be determined. The tender offer will form part of Valvoline’s $1.6 billion share repurchase authorization announced on November 15, 2022.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1

Press Release dated May 10, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

Certain statements herein, other than statements of historical fact, are forward-looking statements. Such forward-looking statements may include, without limitation, statements about the expected tender offer, including the value of shares that we expect to offer to purchase in the tender offer and whether we actually commence and consummate the tender offer as planned or at all. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that m

vvv-202302070001674910false00016749102023-02-072023-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 7, 2023

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On February 7, 2023, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal first quarter ended December 31, 2022. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On February 7, 2023, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On February 7, 2023, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated February 7, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: February 7, 2023 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202211150001674910false00016749102022-11-152022-11-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 15, 2022

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of principal executive offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On November 15, 2022, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal fourth quarter ended September 30, 2022. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On November 15, 2022, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On November 15, 2022, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline's website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated November 15, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: November 15, 2022 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202208030001674910false00016749102022-08-032022-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2022

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of Principal Executive Offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On August 3, 2022, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal third quarter ended June 30, 2022. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On August 3, 2022, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On August 4, 2022, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline’s website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated August 3, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: August 3, 2022 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

8-K

VALVOLINE INC false 0001674910 0001674910 2022-08-01 2022-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2022

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky

001-37884

30-0939371

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509

(Address of Principal Executive Offices) (859) 357-7777 Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement. On July 31, 2022, Valvoline Inc., a Kentucky corporation (“Valvoline”), Gateway Velocity Holding Corp., a Delaware corporation (“Purchaser”), and, solely for certain purposes set forth in the Purchase Agreement (as defined below), Aramco Overseas Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands, entered into an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Purchaser has agreed to acquire from Valvoline and certain of its wholly-owned subsidiaries all of the issued and outstanding equity interests of VGP Holdings LLC (the “Transaction”), which after giving effect to the Pre-Closing Reorganization (as defined in the Purchase Agreement) will hold all of the issued and outstanding equity interests in the companies that, along with their respective subsidiaries, operate Valvoline’s Global Products business (the “Business”). The purchase price to be paid to Valvoline in connection with the Transaction is $2.65 billion in cash (the “Purchase Price”), subject to certain customary adjustments as set forth in the Purchase Agreement. The Purchase Agreement provides that completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among other things, obtaining certain required regulatory and third party consents and approvals. The Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Transaction. Between the date of the Purchase Agreement and the completion of the Transaction, subject to certain exceptions, Valvoline agrees to cause its subsidiaries to operate the Business in the ordinary course of business in substantially the same manner as previously conducted and to, among other things, use commercially reasonable efforts to preserve substantially intact the business organizations, operations and goodwill of the Business. The Purchase Agreement includes customary termination provisions for both Valvoline and Purchaser. Both Valvoline and Purchaser will have the right to terminate the Purchase Agreement if the closing has not occurred on or prior to April 30, 2023, subject to a three month extension (to July 31, 2023) in the event that conditions relating to specified regulatory approvals have not been satisfied as of that date. The representations and warranties of Valvoline and Purchaser contained in the Purchase Agreement have been made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations and warranties (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures made to Purchaser in connection with the Purchase Agreement, (c) are subject to materiality qualifications contained in the Purchase Agreement which may

vvv-202205090001674910false00016749102022-05-092022-05-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 9, 2022

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of Principal Executive Offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On May 9, 2022, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal second quarter ended March 31, 2022. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On May 9, 2022, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On May 10, 2022, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline’s website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated May 9, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: May 9, 2022 By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202202080001674910false00016749102022-02-082022-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 8, 2022

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of Principal Executive Offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On February 8, 2022, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal first quarter ended December 31, 2021. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On February 8, 2022, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On February 9, 2022, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline’s website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated February 8, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: February 8, 2022By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202111030001674910false00016749102021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2021

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of Principal Executive Offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On November 3, 2021, Valvoline Inc. (“Valvoline”) issued a press release ("Press Release") announcing its financial results for the fiscal fourth quarter and year ended September 30, 2021. A copy of Valvoline's Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure

On November 3, 2021, Valvoline will make the Press Release available on its website located at http://investors.valvoline.com. On November 4, 2021, Valvoline will make available a webcast and slide presentation relating to the Press Release on Valvoline’s website located at http://investors.valvoline.com.

Item 9.01.Financial Statements and Exhibits (d)  Exhibits 99.1Press Release dated November 3, 2021.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: November 3, 2021By: /s/ Mary E. Meixelsperger Mary E. Meixelsperger Chief Financial Officer

vvv-202110120001674910false00016749102021-10-122021-10-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 12, 2021

VALVOLINE INC.

(Exact name of registrant as specified in its charter)

Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

100 Valvoline Way Lexington, KY 40509 (Address of Principal Executive Offices)

(859) 357-7777 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.01 per shareVVVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On October 12, 2021, Valvoline Inc. (“Valvoline”) issued a press release (“Press Release”) announcing certain preliminary financial results for its fourth fiscal quarter and fiscal year ended September 30, 2021. In addition, the Company announced its intention to pursue a separation of its two business segments, Retail Services and Global Products. A copy of Valvoline’s Press Release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated by reference into this Item 2.02.

Item 7.01.Regulation FD Disclosure.

The information disclosed under Item 2.02 is incorporated by reference into this Item 7.01.

Item 9.01.Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description of Exhibit 99.1Press Release dated October 12, 2021.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information set forth in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD. 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE INC.

Date: October 12, 2021By: /s/ Mary E. Meixelsperger

Mary E. Meixelsperger

Chief Financial Officer

3