Form 4: Valvoline CEO Lori Flees Reports PSU Vesting & Stock Transactions

Valvoline CEO Lori Flees reported the vesting of performance share units and subsequent stock transactions, increasing her direct beneficial ownership.

Summary

• Lori Ann Flees, President & CEO and Director of Valvoline Inc. (VVV), reported transactions involving the company's common stock.
• On November 19, 2025, Flees acquired 13,690 shares of common stock.
• These shares represent the payout from a FY23-FY25 Performance Share Unit (PSU) award, which vested 100% on the last day of the performance period.
• The PSU payout was determined by adjusted net income performance goals over three one-year periods (FY23, FY24, FY25) and a three-year period (FY23-FY25), each weighted equally at 25%.
• A payment modifier, ranging from -25% to +25%, was applied based on Valvoline's FY23-FY25 Total Shareholder Return (TSR) relative to the S&P 400 MidCap 400 Index.
• The Compensation Committee certified a PSU payout equal to 98.4% of the target.
• Concurrently, Flees disposed of 4,258 shares of common stock on November 19, 2025, at a price of $30.64 per share, likely for tax withholding purposes related to the PSU vesting.
• Following these transactions, Flees beneficially owns 60,662 shares of Valvoline Inc. common stock directly.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets, leading to a significant executive equity award. While not a 'blowout' performance (98.4% of target), it reflects solid execution against established goals, which is generally positive for investor confidence.

Positives

• The vesting of Performance Share Units (PSUs) indicates that Valvoline met its performance goals, leading to a payout for the CEO.
• A PSU payout of 98.4% of target suggests strong, albeit not exceptional, performance against the set financial and TSR metrics over the FY23-FY25 period.
• The increase in direct beneficial ownership by the CEO, even after tax-related dispositions, aligns management's interests with shareholders.

Negatives

• The disposition of 4,258 shares, while common for tax withholding upon vesting, represents a reduction in the total shares received from the award.

Future Outlook

None mentioned in this filing.

Industry Context

The executive compensation structure, specifically the use of Performance Share Units (PSUs) tied to financial performance (adjusted net income) and relative Total Shareholder Return (TSR), is a common practice in publicly traded companies within the broader market, including those in the S&P 400 MidCap 400 Index.

Comparison to Industry Standards

• Valvoline's FY23-FY25 Total Shareholder Return (TSR) was explicitly measured relative to companies in the S&P 400 MidCap 400 Index as part of the PSU award's payment modifier, indicating a direct comparison to a relevant industry benchmark for executive compensation.

Stakeholder Impact

• Shareholders: The increase in the CEO's direct beneficial ownership aligns management's interests with those of shareholders. The performance-based payout suggests the company met its strategic and financial objectives over the performance period.

Key Dates

Keywords

Valvoline, VVV, Lori Ann Flees, CEO, Director, Performance Share Units, PSU, Stock Transaction, Insider Trading, SEC Form 4, Executive Compensation, Equity Award, Total Shareholder Return, TSR, Adjusted Net Income