VALVOLINE INC — Director's Dealing 2022

Nov 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2022-11-17

Reporting Person: Muashsher Jamal K (SVP and Pres., Global Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-17	Common Stock	A	11200	—	Acquired	20555	Direct
2022-11-17	Common Stock	F	3540	$32.87	Disposed	17015	Direct

Footnotes

F1: Represents shares earned from the FY20-FY22 performance stock unit ("PSU") award granted on November 14, 2019, as certified by the Compensation Committee of the Board of Directors on November 17, 2022. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY20, FY21 and FY22, and a fourth cumulative FY20-FY22 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 FY20-FY22 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 200% of Target.

F2: PSUs convert into Valvoline common stock on a one-for-one basis.