Form 4: Valvoline CEO Acquires Deferred Stock Units

Valvoline Inc. President & CEO Lori Ann Flees acquired 29 deferred stock units through a salary deferral plan, increasing her beneficial ownership to 15,276 units.

Summary

• Lori Ann Flees, President & CEO and Director of Valvoline Inc., acquired 29 Deferred Stock Units (DSUs).
• The acquisition is scheduled for January 22, 2026, through a salary deferral under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees.
• Each DSU represents a contingent right to receive one share of Valvoline common stock upon distribution from the plan.
• The underlying common stock was valued at $33.21 per share at the time of acquisition.
• Following this transaction, Ms. Flees will beneficially own 15,276 Deferred Stock Units.
• These units become payable upon an unforeseeable emergency, death, disability, or separation from service, in accordance with the plan's terms.

Sentiment

Score: 7

Explanation: A routine insider acquisition of deferred stock units by the CEO, indicating continued alignment of interests and commitment to the company's long-term performance.

Positives

• Lori Ann Flees, President & CEO, increased her beneficial ownership in Valvoline Inc. by acquiring 29 Deferred Stock Units.
• The acquisition through a deferred compensation plan demonstrates continued commitment and alignment of management's interests with shareholders.

Future Outlook

The acquisition of deferred stock units through a pre-arranged compensation plan indicates a long-term commitment by the CEO, with units becoming payable upon specific future events such as separation from service. This transaction is part of a Rule 10b5-1(c) plan, signifying a pre-planned future event.

Management Comments

• The acquisition of deferred stock units by the President & CEO aligns her long-term financial interests with the company's performance and shareholder value.

Industry Context

This is a routine insider transaction for executive compensation, common across industries for aligning management incentives with long-term company performance. Such deferred compensation plans are standard practice in corporate governance.

Comparison to Industry Standards

• This type of deferred compensation plan, where executives defer salary into company stock units, is a standard practice in corporate compensation structures across various industries, including the specialty chemicals and automotive services sector where Valvoline operates.
• It is designed to foster long-term commitment and align executive interests with shareholder value, consistent with best practices in corporate governance observed in comparable companies.

Corporate Governance

Related Party Transactions

• The acquisition of deferred stock units by the CEO from the company under a compensation plan is a standard related-party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: The acquisition by the CEO aligns her interests with shareholders, potentially fostering long-term value creation.
• Employees: The transaction is part of a deferred compensation plan for employees, indicating a structured approach to executive incentives.

Next Steps

• The deferred stock units will become payable upon specific future events such as an unforeseeable emergency, death, disability, or separation from service, as per the Deferred Compensation Plan.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned acquisition of deferred stock units by the CEO as part of her compensation package. It signifies management's continued alignment with the company's long-term performance but does not present new information that would fundamentally alter the investment thesis or warrant a change in existing positions. It's an expected event within the scope of executive compensation.

Keywords

Valvoline, VVV, SEC Form 4, insider transaction, deferred compensation, stock units, executive compensation, Rule 10b5-1