VALVOLINE INC — Director's Dealing 2023

Nov 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2023-11-16

Reporting Person: Caldwell Jonathan L. (Chief People Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-16	Performance Stock Units	$	A	6171	Acquired		Common Stock (6171)	Direct
2023-11-16	FY 2024 Restricted Stock Units	$	A	2620	Acquired		Common Stock (2620)	Direct
2023-11-16	FY 2024 Stock Appreciation Rights	$34.94	A	5470	Acquired	2033-11-16	Common Stock (5470)	Direct

Footnotes

F1: Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.

F2: Represents performance stock units ("PSUs") earned from the FY 21-23 PSU award granted on Nov. 12, 2020, as certified by the Compensation Committee on Nov. 16, 2023. Earned PSUs vested on the last day of the performance period. The PSUs were measured against performance goals over three separate one-year measurement periods (adjusted EPS for FY21 and FY22 and adjusted Net Income for FY23), and a fourth FY21 - FY23 measurement period (average of the three one-year performance measures) 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 FY21 - FY23 TSR relative to the S&P MidCap 400 Index. Based on Valvoline's performance, the Compensation Committee awarded a PSU payout equal to 170% of Target with no modification based on TSR performance. The earned PSUs are expected to be distributed on Nov. 20, 2023.

F3: The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F4: Fifty percent (50%) of the stock appreciation rights vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date.