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: MITCHELL SAMUEL J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-17	Common Stock	A	128640	—	Acquired	502593	Direct
2022-11-17	Common Stock	F	60590	$32.87	Disposed	442003	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5672	Indirect

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.

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.