Form 4: Valvoline CAO Dione Sturgeon Boosts Stake

Valvoline's Chief Accounting Officer, Dione Sturgeon, increased her direct beneficial ownership of common stock following the vesting of performance share units.

Summary

• Dione Sturgeon, Valvoline Inc.'s Chief Accounting Officer, acquired 1,027 shares of the company's Common Stock on November 19, 2025.
• These shares were earned from a Performance Share Unit (PSU) award granted on November 29, 2022, covering the FY23-FY25 performance period.
• The PSU payout was certified by the Compensation Committee at 98.4% of target, based on adjusted net income performance goals and Valvoline's total shareholder return (TSR) relative to the S&P 400 MidCap 400 Index.
• Concurrently, 320 shares were disposed of at a price of $30.64 per share, likely for tax withholding purposes related to the PSU vesting.
• Following these transactions, Sturgeon's direct beneficial ownership of Valvoline Common Stock stands at 6,063 shares.

Sentiment

Score: 7

Explanation: The Chief Accounting Officer increased her beneficial ownership through a performance-based award, indicating strong company performance against set goals and management confidence.

Positives

• The Chief Accounting Officer increased her direct beneficial ownership of Valvoline common stock, signaling management confidence.
• The company achieved a significant payout of 98.4% of target for the FY23-FY25 Performance Share Unit (PSU) award, indicating strong performance against adjusted net income and Total Shareholder Return (TSR) goals.

Negatives

• A portion of the acquired shares (320 shares) was disposed of at $30.64, likely for tax purposes, reducing the net increase in beneficial ownership.

Comparison to Industry Standards

• Valvoline's FY23-FY25 Total Shareholder Return (TSR) was benchmarked against companies in the S&P 400 MidCap 400 Index as part of the performance share unit (PSU) award criteria.
• The Compensation Committee awarded a PSU payout equal to 98.4% of target based on this relative TSR performance and adjusted net income goals.

Related Party Transactions

• Acquisition of 1,027 shares of common stock by Chief Accounting Officer Dione Sturgeon through the vesting of a FY23-FY25 Performance Share Unit (PSU) award, a form of executive compensation.

Stakeholder Impact

• Shareholders may view the increase in insider ownership as a positive signal of management's confidence in the company's future prospects.
• Employees, particularly those with performance-based compensation, can see the successful payout of PSUs as an indicator of the company's commitment to rewarding performance.

Key Dates

Recommendation

The increase in beneficial ownership by a key executive through a performance-based award is a positive signal, reflecting confidence and strong company performance against internal metrics. However, a single insider transaction typically warrants a 'hold' recommendation, pending further comprehensive analysis of the company's financial health, market position, and future outlook.

Keywords

Valvoline, VVV, insider transaction, Form 4, stock acquisition, performance share units, executive compensation, Dione Sturgeon