Robert Travis Dobbins - 11 Nov 2024 Form 4 Insider Report for VALVOLINE INC (VVV)

Role: Chief Technology Officer
Signature: /s/ Ian C. Lofwall, Attorney-in-Fact
Issuer symbol: VVV
Transactions as of: 11 Nov 2024
Transactions value $: -$45,778
Form type: 4
Filing time: 13 Nov 2024, 17:49:34 UTC
Previous filing: 04 Mar 2024
Next filing: 18 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVV	Common Stock	Options Exercise		+738	+5.48%		14.2K	11 Nov 2024	Direct	F1
transaction	VVV	Common Stock	Tax liability	-$9.77K	-226	-1.59%	$43.24	14K	11 Nov 2024	Direct
transaction	VVV	Common Stock	Award		+2.76K	+19.72%		16.7K	12 Nov 2024	Direct	F1, F2
transaction	VVV	Common Stock	Tax liability	-$36K	-845	-5.05%	$42.61	15.9K	12 Nov 2024	Direct
holding	VVV	Common Stock						1.95K	11 Nov 2024	By 401(k) Plan	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VVV	FY 2022 Restricted Stock Units	Options Exercise	$0	-738	-100%	$0.00	0	11 Nov 2024	Common Stock	738		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units (RSUs) and performance stock units (PSUs) convert into Valvoline Common Stock on a one-for-one basis.
F2	Represents shares earned from the FY22-FY24 PSU award granted on November 11, 2021, as certified by the Compensation Committee of the Board of Directors on November 12, 2024. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against adjusted EPS/adjusted Net Income performance goals over three separate one-year measurement periods for each of FY22, FY23 and FY24, and the average of those results for the FY22-FY24 measurement period with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0%, or +25%) based on Valvoline's FY22-FY24 total relative shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's adjusted EPS/adjusted Net Income and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 132.6% of Target.
F3	Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock on the earliest Transaction Date.
F4	The restricted stock units granted on November 11, 2021 vest in three equal annual installments beginning on the first anniversary of the grant date.