Form 4: Valvoline COO Reports PSU Vesting and Stock Transactions

Valvoline's Chief Operating Officer, Linne Fulcher, reported the vesting of performance share units and subsequent stock transactions, resulting in a net beneficial ownership of 11,534 shares.

Summary

• Linne Fulcher, Chief Operating Officer of Valvoline Inc. (VVV), reported transactions on November 19, 2025.
• Acquired 2,054 shares of Common Stock due to the vesting of Performance Share Units (PSUs).
• Disposed of 627 shares of Common Stock at a price of $30.64 per share, likely for tax withholding purposes.
• Following these transactions, beneficial ownership stands at 11,534 shares of Common Stock.
• The PSUs were granted on November 29, 2022, for the FY23-FY25 performance period and vested 100% on the last day of the period.
• The PSU payout was determined by adjusted net income performance goals for FY23, FY24, FY25, and a three-year FY23-FY25 period, each weighted equally at 25%.
• A payment modifier based on Valvoline's FY23-FY25 Total Shareholder Return (TSR) relative to the S&P 400 MidCap 400 Index was also applied.
• The Compensation Committee certified a PSU payout equal to 98.4% of the target, indicating strong performance against the set goals.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets for executive compensation, leading to a high payout percentage for PSUs. While a routine transaction, the performance aspect is positive.

Positives

• The Compensation Committee awarded a PSU payout equal to 98.4% of target, indicating strong performance against adjusted net income and Total Shareholder Return (TSR) goals for FY23-FY25.
• The vesting of performance share units demonstrates the company's achievement of pre-defined performance metrics, aligning executive incentives with shareholder value.

Negatives

• A disposition of 627 shares of Common Stock occurred, reducing the direct beneficial ownership of the Chief Operating Officer, although this is a common practice for tax withholding upon PSU vesting.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the historical performance period for the vested PSUs.

Industry Context

This filing is a routine insider transaction report related to executive compensation and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The successful vesting of PSUs at a high payout rate may signal effective management and achievement of strategic goals, potentially reinforcing investor confidence.
• Employees (Executive): Linne Fulcher's compensation is directly tied to company performance, aligning executive interests with long-term shareholder value creation.

Key Dates

Recommendation

This Form 4 details a routine insider transaction related to executive compensation (vesting of performance share units and subsequent tax-related share disposition). It does not introduce new fundamental information about the company's operations, financial health, or strategic direction that would warrant a change in investment recommendation. The high PSU payout percentage reflects past performance but does not provide forward-looking guidance.

Keywords

Valvoline, VVV, Form 4, Insider Transaction, Performance Share Unit, PSU, Executive Compensation, Stock Transaction, Chief Operating Officer