VVV / Valvoline Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 EXECUTION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of this 11th day of August 2025, by and among OC Parent, L.P., a Delaware limited partnership (“Holdco”), OC IntermediateCo, Inc., a Delaware corporation (the “Company”), Valvoline Inc., a Kentucky corporation (“Parent”), and OCI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2025 VALVOLINE INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 VALVOLINE INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Delivers sales of $439 million with strong profit growth; Adds 46 new stores

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Third Quarter Results Delivers sales of $439 million with strong profit growth; Adds 46 new stores LEXINGTON, Ky., August 6, 2025 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its third quarter ended June 30, 2025. All comparisons in this press release are ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

Delivers sales of $403 million, 5.8% system-wide SSS growth; Announces new CFO

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Second Quarter Results Delivers sales of $403 million, 5.8% system-wide SSS growth; Announces new CFO LEXINGTON, Ky., May 8, 2025 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its second quarter ended March 31, 2025. All comparisons in this press release are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE

1 Exhibit 99.2 PRESS RELEASE Valvoline Inc. Announces Kevin Willis as Chief Financial Officer • Valvoline Inc. announces that Kevin Willis will become the Company’s next Chief Financial Officer (CFO), effective May 19, 2025 • Current CFO, Mary Meixel

1 Exhibit 99.2 PRESS RELEASE Valvoline Inc. Announces Kevin Willis as Chief Financial Officer • Valvoline Inc. announces that Kevin Willis will become the Company’s next Chief Financial Officer (CFO), effective May 19, 2025 • Current CFO, Mary Meixelsperger, whose planned retirement was announced October 2024, will remain with the company through a transition period LEXINGTON, Ky., May 8, 2025 – V

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Valvoline Inc. Receives Second Request from Federal Trade Commission Related to the Proposed Acquisition of Breeze Autocare

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Receives Second Request from Federal Trade Commission Related to the Proposed Acquisition of Breeze Autocare LEXINGTON, Ky., April 11, 2025 – Valvoline Inc. (NYSE: VVV) today announced that the Company and Greenbriar Equity Group, L.P. (“Greenbriar”) each received a Request for Additional Information and Documentary Material (“Second Request”) from the U.S

Appendix I

Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: 859.357.3147 Mary E. Meixelsperger [email protected] Chief Financial Officer Valvoline.com April 9, 2025 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Brian McAllister Craig Arakawa Re: Valvoline Inc. Form 10-K for the Fis

Second Quarter Fiscal 2025 Earnings Lori Flees, CEO & President Mary Meixelsperger, CFO Elizabeth Clevinger, Investor Relations 05.07.2025 Accelerating Network Growth: Breeze Autocare 2.20.2025 Lori Fle s, CEO & President Mary Meixe sper , CFO Elizab

Second Quarter Fiscal 2025 Earnings Lori Flees, CEO & President Mary Meixelsperger, CFO Elizabeth Clevinger, Investor Relations 05.

Valvoline Inc. Continues to Accelerate Network Growth; Adding Nearly 200 Stores with Definitive Agreement to Acquire Breeze Autocare

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Continues to Accelerate Network Growth; Adding Nearly 200 Stores with Definitive Agreement to Acquire Breeze Autocare •Breeze Autocare is a strong operator of nearly 200 stores primarily operated under the Oil Changers brand across 17 states •Allows Valvoline to build scale and more quickly expand its presence in strategic markets •Expected to deliver top

Agreement and Plan of Merger by and among Valvoline Inc., OCI Merger Sub Inc., OC Parent, L.P., and OC IntermediateCo, Inc., dated as of February 17, 2025

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG OC PARENT, L.P., OC INTERMEDIATECO, INC., VALVOLINE INC. AND OCI MERGER SUB INC. DATED AS OF FEBRUARY 17, 2025 1103593863\14\AMERICAS TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 1 Section 1.1 Certain Definitions 1 ARTICLE 2 THE MERGER 18 Section 2.1 Merger 18 Section 2.2 Closing of the Merger 18 Section 2.3 Deliveries of the Company an

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2025 VALVOLINE INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Delivers 11% top-line growth, 8% system-wide SSS growth, and 35 store additions

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports First Quarter Results Delivers 11% top-line growth, 8% system-wide SSS growth, and 35 store additions LEXINGTON, Ky., February 6, 2025 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its first quarter ended December 31, 2024. All comparisons in this press relea

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2025 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant x    Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨      Preliminary Proxy Statement ¨      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒    Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky 3

List of Subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Valvoline Inc. subsidiaries at September 30, 2024, included the companies listed below Entity Name Jurisdiction Funding Corp. I Delaware Delaware OCH International, Inc. Oregon Valvoline Branded Finance, Inc. Delaware Valvoline Canada Retail Services Corp. British Columbia, Canada Valvoline Canadian Franchising Corp. British Columbia, Canada Valvol

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

Securities Laws and Insider Trading Policy.

Exhibit 19 Securities Laws and Insider Trading Policy VL-POL-004.010 Securities Laws and Insider Trading Doc No: VL-POL-004.010 Rev: 0 Uncontrolled Copy if Printed Policy Statement Valvoline Inc., its commercial units and wholly-owned or controlled subsidiaries (“Valvoline”) require strict compliance with all applicable securities laws, including prohibitions against the insider trading laws of th

Valvoline Change in Control Severance Plan, as amended and restated, effective September 19, 2024.

Exhibit 10.19 VALVOLINE CHANGE IN CONTROL SEVERANCE PLAN Amended and Restated Effective September 19, 2024 TABLE OF CONTENTS SECTION 1. PURPOSE 1 SECTION 2. ADMINISTRATION 1 SECTION 3. ELIGIBILITY 1 SECTION 4. CERTAIN DEFINED TERMS 2 SECTION 5. CONDITIONS FOR SEVERANCE PAYMENTS AND BENEFITS 5 SECTION 6. AMOUNT OF SEVERANCE PAYMENTS AND BENEFITS AND TIMING OF PAYMENTS 6 SECTION 7. CLAWBACK 8 SECTIO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File N

Sales of $1.6 billion and system-wide store sales of $3.1 billion each growing 12%, delivering 18th fiscal year of system-wide SSS growth

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Fourth Quarter and Fiscal Year 2024 Results Sales of $1.6 billion and system-wide store sales of $3.1 billion each growing 12%, delivering 18th fiscal year of system-wide SSS growth Fiscal year highlights •Sales from continuing operations of $1.6 billion grew 12%, driven by system-wide same-store sales (SSS) growth of 6.7% •Store count increased ne

Valvoline Inc. Announces Chief Financial Officer Retirement and Transition Plan

Exhibit 99.1 NEWS RELEASE Valvoline Inc. Announces Chief Financial Officer Retirement and Transition Plan LEXINGTON, Ky., Oct. 18, 2024 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance announces the planned retirement of its Chief Financial Officer Mary Meixelsperger. Meixelsperger will continue as CFO until a successor is hired and will remain wit

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Delivers 12% top-line growth, 6.5% system-wide SSS growth, 33 store additions and announces refranchising of 17 stores

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Third Quarter Results Delivers 12% top-line growth, 6.5% system-wide SSS growth, 33 store additions and announces refranchising of 17 stores •Sales from continuing operations of $421 million grew 12%, driven by system-wide same store sales (SSS) growth of 6.5% •Income from continuing operations of $48 million declined 25%, reflecting a year-over-ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE I

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number)

Delivers 7.7% system-wide SSS growth and 38 net store additions

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Second Quarter Results Delivers 7.7% system-wide SSS growth and 38 net store additions •Sales from continuing operations of $389 million grew 13%, driven by system-wide same store sales (SSS) growth of 7.7% •Reported income from continuing operations of $43 million grew 32% and earnings per diluted share (EPS) of $0.33 increased 74% •Continuing ope

Valvoline Inc. Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 4.250% Senior Notes Due 2030

Exhibit 99.1 NEWS RELEASE Valvoline Inc. Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 4.250% Senior Notes Due 2030 LEXINGTON, Ky., April 15, 2024 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today announced the expiration and results of its previously announced tender offer (the “Tender Offer”) to pu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Valvoline Inc. Announces Commencement of Cash Tender Offer for Any and All of Its Outstanding 4.250% Senior Notes Due 2030

Exhibit 99.1 NEWS RELEASE Valvoline Inc. Announces Commencement of Cash Tender Offer for Any and All of Its Outstanding 4.250% Senior Notes Due 2030 LEXINGTON, Ky., March 14, 2024 – Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today announced that it has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its outsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2024 VALVOLINE INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

VVV / Valvoline Inc. / VIKING GLOBAL INVESTORS LP Passive Investment

SC 13G/A 1 sayw2402142213ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) Valvoline Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Secu

VVV / Valvoline Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Valvoline Inc Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLI

Delivers 7.1% system-wide SSS growth and 38 store additions

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports First Quarter Results Delivers 7.1% system-wide SSS growth and 38 store additions •Sales from continuing operations of $373 million grew 12%, driven by system-wide same store sales (SSS) growth of 7.1% •Reported income from continuing operations of $34 million grew 26% and earnings per diluted share (EPS) of $0.26 increased 73% •Continuing operatio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2024 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

pensation Recovery (Clawback) Pol

EXHIBIT 97.1 VALVOLINE INC. EXECUTIVE COMPENSATION RECOVERY (CLAWBACK) POLICY As Amended and Restated, effective October 2, 2023 Valvoline Inc. (“Valvoline” or the “Company”) is committed to strong corporate governance, and as part of that commitment, the Company’s Board of Directors (the “Board”) adopted the Valvoline Inc. Executive Compensation Recovery Policy, effective October 1, 2016. The Boa

Letter Agreement to Equity Purchase Agreement, dated as of September 25, 2023, by and among Valvoline Inc., Aramco Valvoline Global Holding Corp., and Aramco Overseas B.V.

Exhibit 10.31 EXECUTION VERSION Valvoline Inc. 100 Valvoline Way, Suite 100 Lexington, KY 40509 September 25, 2023 Aramco Valvoline Global Holding Corp. 100 Valvoline Way, Suite 200 Lexington, KY 40509 c/o Aramco Overseas Company B.V. Scheveningseweg 62-66 2517 KX The Hague The Netherlands Ladies and Gentlemen: Reference is made in this letter agreement (this “Agreement”) to that certain Amended a

List of Subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Valvoline Inc. subsidiaries at September 30, 2023, included the companies listed below Entity Name Jurisdiction Funding Corp. I Delaware Delaware MO Eurasia LLC Russian Federation OCH International, Inc. Oregon OCHI Advertising Fund LLC Oregon OCHI Holdings LLC Oregon OCHI Holdings II LLC Oregon Relocation Properties Management LLC Delaware Valvoli

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky 3

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Delivers 17th year of consecutive system-wide SSS growth and 8% increase to store count

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Fourth-Quarter and Fiscal Year 2023 Results Delivers 17th year of consecutive system-wide SSS growth and 8% increase to store count Full-year highlights •Sales from continuing operations of $1.4 billion grew 17%, while system-wide same-store sales (SSS) increased 11.9% - the 17th consecutive year of system-wide SSS growth •Reported income from cont

VVV / Valvoline Inc / VIKING GLOBAL INVESTORS LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Valvoline Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 92047W101 (CUSIP Number) August 14, 2023 (

Valvoline Announces CEO Succession Plan Sam Mitchell to retire as CEO and member of the Board of Directors, effective September 30, 2023 Current President, Lori Flees, named CEO

Exhibit 99.2 PRESS RELEASE Valvoline Announces CEO Succession Plan Sam Mitchell to retire as CEO and member of the Board of Directors, effective September 30, 2023 Current President, Lori Flees, named CEO Lexington, Ky., Aug. 9, 2023 – Valvoline Inc. (NYSE: VVV), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced that Sam Mitchell is reti

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

(In millions, except store counts) Q3 results YoY growth Net revenues $ 376.2 19 % Operating income $ 86.5 42 % Income from continuing operations $ 64.5 62 % Adjusted EBITDA (a) $ 110.4 28 % System-wide stores (a) 1,804 7 % Company-operated stores 85

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Reports Third-Quarter Results •Sales from continuing operations of $376.2 million grew 19%, while system-wide same-store sales (SSS) increased 12.5% •Reported income from continuing operations of $64.5 million grew 62% and earnings per diluted share (EPS) of $0.40 increased 82% •Continuing operations adjusted EPS of $0.43 increased 105% and adjusted EBITDA

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2023 VALVOLINE INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numbe

Valvoline Inc. Announces Election of Patrick Pacious to its Board of Directors

Exhibit 99.1 PRESS RELEASE Valvoline Inc. Announces Election of Patrick Pacious to its Board of Directors LEXINGTON, Ky., July 12, 2023 – Valvoline Inc. (NYSE: VVV), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced the election of Patrick Pacious as an independent director to the company’s Board of Directors, effective July 11, 2023, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

Press Release, dated June 13, 2023.

EX-99.(a)(5)(O) Exhibit (a)(5)(O) Valvoline Inc. Announces Final Results of Its Tender Offer LEXINGTON, Ky., June 13, 2023 — Valvoline Inc. (NYSE: VVV) (the “Company”), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced the final results of its modified “Dutch auction” tender offer to repurchase up to $1.0 billion in value of shares of it

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC.

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92047W101 (CUSIP Numbe

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Schedule TO (Form Type) Valvoline Inc.

Press Release, dated June 9, 2023.

EX-99.(a)(5)(n) Exhibit (a)(5)(N) Valvoline Inc. Announces Preliminary Results of Its Tender Offer LEXINGTON, Ky., June 9, 2023 — Valvoline Inc. (NYSE: VVV) (the “Company”), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced the preliminary results of its modified “Dutch auction” tender offer to repurchase up to $1.0 billion in value of s

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC.

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92047W101 (CUSIP Numbe

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(E) Exhibit 99.(a)(1)(E) OFFER TO PURCHASE FOR CASH BY VALVOLINE INC. OF UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER IS EXTENDED (S

VALVOLINE INC. Offer to Purchase Valvoline Inc. Common Stock Employee FAQs May 11, 2023

EX-99.(a)(5)(m) Exhibit (a)(5)(M) VALVOLINE INC. Offer to Purchase Valvoline Inc. Common Stock Employee FAQs May 11, 2023 What did Valvoline announce today? Valvoline announced that it is conducting a modified “Dutch auction” tender offer to purchase up to $1.0 billion in value of its common stock, $0.01 par value per share (the “Shares”), at a price not greater than $40.00 per Share nor less than

Summary Advertisement dated May 11, 2023.

EX-99.(a)(1)(J) Exhibit 99.(a)(1)(J) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated May 11, 2023, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of

Direction Forms for Participants in the Valvoline 401(k) Plan.

EX-99.(a)(1)(H) Exhibit (a)(1)(H) BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. ATTN: REORGANIZATION DEPARTMENT P.O. BOX 9116 FARMINGDALE, NY 11735-9547 VOTE BY INTERNET - www.proxyvote.com/tender If you wish to use the Internet to provide your directions regarding participation in the Offer, please go to the website www.proxyvote.com/tender, enter the 16-digit control number from your Trustee Direc

Notice of Guaranteed Delivery.

EX-99.(a)(1)(C) Exhibit 99.(a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Common Stock of VALVOLINE INC. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined bel

Offer to Purchase dated May 11, 2023.

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY VALVOLINE INC. OF UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER

Letter of Transmittal.

EX-99.(a)(1)(B) Exhibit 99.(a)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE DATED MAY 11, 2023 by VALVOLINE INC. of UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DA

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.(a)(1)(D) Exhibit 99.(a)(1)(D) OFFER TO PURCHASE FOR CASH BY VALVOLINE INC. OF UP TO $1.0 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $40.00 PER SHARE NOR LESS THAN $35.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 2023, UNLESS THE OFFER IS EXTENDED (S

Letter to Participants in the Valvoline 401(k) Plan.

EX-99.(a)(1)(G) Exhibit (a)(1)(G) VALVOLINE INC. IMMEDIATE ATTENTION REQUIRED May 11, 2023 Re: Valvoline Inc. Tender Offer Dear Participant in the Valvoline 401(k) Plan: The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the Valvoline 401(k) Plan (the “Plan”), all or a portion of your individual account is invested

Letter to Holders of Vested Stock Appreciation Rights.

EX-99.(a)(1)(F EXHIBIT (a)(1)(F) VALVOLINE INC. NOTICE TO CERTAIN HOLDERS OF STOCK APPRECIATION RIGHTS RE: OFFER TO PURCHASE COMMON STOCK OF VALVOLINE INC. May 11, 2023 As you may already know, Valvoline Inc. (“Valvoline”) has recently announced an offer to purchase up to $1.0 billion in value of its common stock, $0.01 par value per share (the “Shares”), at a price not greater than $40.00 per Sha

Press Release dated May 11, 2023.

EX-99.(a)(1)(I) Exhibit 99.(a)(1)(I) Valvoline Announces Commencement of Tender Offer to Repurchase up to $1.0 Billion in Value of Its Common Stock LEXINGTON, Ky., May 11, 2023 – Valvoline Inc. (NYSE: VVV), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced that it has commenced a modified “Dutch auction” tender offer to repurchase up to

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Schedule TO (Form Type) Valvoline Inc.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing P

SC TO-I SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92047W101 (CUSIP Number of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 VALVOLINE INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

Excerpts from Second Quarter Fiscal 2023 Earnings Presentation, dated May 10, 2023

EX-99.1 2 d502047dex991.htm EX-99.1 Second Quarter Fiscal 2023 Earnings Sam Mitchell, CEO Lori Flees, President, Retail Services Mary Meixelsperger, CFO Elizabeth Russell, Investor Relations 05.10.23 Exhibit 99.1 Forward-Looking Statements Certain statements herein, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Refo

Supply Agreement by and between VGP Holdings LLC, Valvoline Inc. and Valvoline LLC, effective as of March 1, 2023

EXHIBIT 10.1 EXECUTION VERSION SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) is made and entered into and effective as of March 1, 2023 (the “Effective Date”), by and between VGP Holdings LLC (“SUPPLIER”), Valvoline Inc. and Valvoline LLC (“VRS” and, together with Valvoline Inc., the “CUSTOMER”). SUPPLIER and CUSTOMER are each referred to herein as a “Party”, and together as “Parties”.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing P

SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VALVOLINE INC. (Name of Subject Company (Issuer)) VALVOLINE INC. (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92047W101 (CUSIP Number of Class of Securi

Trademark Co-Existence Agreement by and between, on the one hand, Valvoline LLC, Valvoline Licensing and Intellectual Property LLC, and Valvoline Inc. and, on the other hand, VGP Holdings LLC and VGP IPCo LLC, dated as of March 1, 2023

EXHIBIT 10.2 Brand Agreement Trademark Co-Existence Agreement This Trademark Co-Existence Agreement (“Agreement”), dated as of March 1, 2023 (the “Effective Date”), is by and between, on the one hand, Valvoline, LLC, a Delaware limited liability company, and Valvoline Licensing and Intellectual Property LLC, a Delaware limited liability company, (Valvoline Licensing and Intellectual Property LLC,

Valvoline Reports Second-Quarter Results Sale of Global Products Complete, Moving Forward with Return of Proceeds

EX-99.1 Exhibit 99.1 PRESS RELEASE Valvoline Reports Second-Quarter Results Sale of Global Products Complete, Moving Forward with Return of Proceeds • Completed sale of Global Products business on March 1, generating $2.38 billion of net proceeds and an after-tax gain on the sale of discontinued operations of $1.15 billion • Intend to commence a modified “Dutch auction” tender offer for up to $1 b

Excerpts from Second Quarter Fiscal 2023 Earnings Call Transcript, dated May 10, 2023

EX-99.2 Exhibit 99.2 The following excerpts are from the transcript of the earnings conference call held by Valvoline Inc. (the “Company”) for its second fiscal quarter of 2023, which began around 9:00 a.m. Eastern Time on May 10, 2023. The following does not purport to be a complete or error-free statement or summary of such conference call. […] Samuel Mitchell - Chief Executive Officer & Directo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 VALVOLINE INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2023 VALVOLINE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File

VVV / Valvoline Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Valvoline Inc. Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: February 28, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Valvoline Inc. Completes Sale of its Global Products Business

EX-99.1 Exhibit 99.1 Valvoline Inc. Completes Sale of its Global Products Business LEXINGTON, Ky., March 1, 2023 — Valvoline Inc. (NYSE: VVV), a trusted leader in preventive automotive maintenance delivering quick and convenient service, today announced that it has completed the previously announced sale of its Global Products business to Aramco. The purchase price is $2.65 billion in cash, subjec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 VALVOLINE INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Amended and Restated Equity Purchase Agreement, dated as of March 1, 2023, among Valvoline Inc., Gateway Velocity Holding Corp. and Aramco Overseas Company B.V.

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT between VALVOLINE INC. and GATEWAY VELOCITY HOLDING CORP. and, solely for the purposes set forth in Section 9.14 and Section 9.15 hereof, ARAMCO OVERSEAS COMPANY B.V. Dated as of March 1, 2023 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of the Transferred Equity Interests; Closing 1 Section 1.01 Purchase and Sale of the Tra

VVV / Valvoline Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02160-valvolineinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Valvoline Inc. Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2023 VALVOLINE INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

(In millions) Q1 results YoY growth (decline) Net revenues $ 332.8 15.8 % Operating income $ 29.3 (43.7) % Adjusted EBITDA (a) $ 73.3 1.2 % System-wide stores (a) 1,746 6.8 % Company-operated stores 813 10.2 % Franchised stores 933 4.0 % System-wide

EX-99.1 2 q1-2023earningsrelease.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Valvoline Reports First-Quarter Results •Sale of the Global Products business remains on track with closing expected in early calendar year 2023 with $1.6 billion of the net cash proceeds expected to be returned via share repurchases in the 18 months following close •Sales from continuing operations of $332.8 million grew 16%,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2023 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

ASHLAND INC.

EXECUTION VERSION EXHIBIT 10.1 AMENDMENT, dated as of January 13, 2023 (this "Amendment"), between ASHLAND INC. (f/k/a ASHLAND GLOBAL HOLDINGS INC.), Delaware corporation ("Ashland Global"), VALVOLINE INC., (a Kentucky corporation) ("Valvoline"). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Tax Matters Agreement referred to below. WHEREAS Ashlan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

Amendment and Restatement Agreement, dated as of December 12, 2022, among Valvoline Inc. (“Valvoline”), certain subsidiaries of Valvoline party thereto, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders party thereto (including Exhibit A – Amended and Restated Credit Agreement, among Valvoline, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders party thereto) (incorporated by reference to Exhibit 10.1 to Valvoline Current Report on Form 8-K (File No. 001-37884) filed on December 13, 2022.

EXHIBIT 10.1 EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT THIS AMENDMENT AND RESTATEMENT AGREEMENT (this ?Agreement?), dated as of December 12, 2022, is entered into by and among Valvoline Inc., a Kentucky corporation (the ?Borrower?), the other Loan Parties party hereto, The Bank of Nova Scotia, as Administrative Agent (in such capacity, together with its successors and assigns, the ?Adm

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

List of Subsidiaries.

EXHIBIT 21 List of Subsidiaries of the Registrant Subsidiaries of Valvoline Inc. at September 30, 2022, included the companies listed below Entity Name Jurisdiction Ellis Enterprises B.V. Netherlands Ellis Enterprises East doo Kru?evac Serbia Funding Corp. I Delaware Delaware Integral Defense, LLC Delaware LEX Capital LLC Delaware Lubricantes Andinos "Lubrian S. A." Ecuador Lubrival S. A. Ecuador

Amendment No. 2, dated as of November 10, 2022, to Valvoline Credit Agreement.

EXHIBIT 10.27 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?), dated as of November 10, 2022, is entered into by and among Valvoline Inc., a Kentucky corporation (the ?Borrower?), The Bank of Nova Scotia, as Administrative Agent (the ?Administrative Agent?), and each Lender party hereto. PRELIMINARY STATEMENTS Valvoline Finco One LLC, a Delaware limi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLI

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky (

Amendment No. 2, dated as of November

EXHIBIT 10.27 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?), dated as of November 10, 2022, is entered into by and among Valvoline Inc., a Kentucky corporation (the ?Borrower?), The Bank of Nova Scotia, as Administrative Agent (the ?Administrative Agent?), and each Lender party hereto. PRELIMINARY STATEMENTS Valvoline Finco One LLC, a Delaware limi

List of Subsidiaries.

EXHIBIT 21 List of Subsidiaries of the Registrant Subsidiaries of Valvoline Inc. at September 30, 2022, included the companies listed below Entity Name Jurisdiction Ellis Enterprises B.V. Netherlands Ellis Enterprises East doo Kru?evac Serbia Funding Corp. I Delaware Delaware Integral Defense, LLC Delaware LEX Capital LLC Delaware Lubricantes Andinos "Lubrian S. A." Ecuador Lubrival S. A. Ecuador

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File N

Valvoline Reports Fourth-Quarter and Fiscal Year 2022 Results Announces $1.6 Billion Share Repurchase Authorization; Sale of Global Products Expected to Close in Early Calendar Year 2023

Exhibit 99.1 PRESS RELEASE Valvoline Reports Fourth-Quarter and Fiscal Year 2022 Results Announces $1.6 Billion Share Repurchase Authorization; Sale of Global Products Expected to Close in Early Calendar Year 2023 Full-year highlights ?Reported net income of $424.3 million grew 1% and earnings per diluted share (EPS) of $2.35 grew 3% ?Adjusted EPS of $2.12 improved 9% and adjusted EBITDA of $674.6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE I

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Valvoline Reports Third-Quarter Results Recently Announced Agreement for Sale of Global Products for $2.65 Billion in Cash

Exhibit 99.1 PRESS RELEASE Valvoline Reports Third-Quarter Results Recently Announced Agreement for Sale of Global Products for $2.65 Billion in Cash ?Reported net income of $99 million grew 2% and earnings per diluted share (EPS) of $0.55 increased 4% ?Adjusted EPS of $0.58 improved 5% and adjusted EBITDA of $180 million increased 4% ?Sales grew 21% to $957 million driven by strong demand and pri

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Num

Forward-Looking Statements Certain statements in this presentation, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements m

Separation Update: Announced Sale of Global Products August 1, 2022 Exhibit 99.2 Forward-Looking Statements Certain statements in this presentation, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transac

Equity Purchase Agreement, dated as of July 31, 2022 among Valvoline Inc., Gateway Velocity Holding Corp. and Aramco Overseas Company B.V. (incorporated by reference to Exhibit 2.1 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on August 1, 2022).

Exhibit 2.1 EXECUTION VERSION NO OFFER TO ENTER INTO A TRANSACTION AND NO BINDING CONTRACT PROVIDING FOR A TRANSACTION SHALL BE DEEMED TO EXIST UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT WITH RESPECT THERETO HAS BEEN EXECUTED AND DELIVERED BETWEEN THE RELEVANT PARTIES THIS FORM OF AGREEMENT IS TO BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BY THE R

Valvoline Announces Agreement for Sale of Global Products Business for $2.65 Billion in Cash Reports Preliminary Financial Results for Fiscal Third Quarter 2022

Exhibit 99.1 PRESS RELEASE Valvoline Announces Agreement for Sale of Global Products Business for $2.65 Billion in Cash Reports Preliminary Financial Results for Fiscal Third Quarter 2022 ? Transaction will successfully complete separation of Global Products and Retail Services businesses transforming Valvoline into a pure-play automotive service provider with targeted 20%+ earnings per share (EPS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number)

(In millions) YoY growth (decline) Retail Services Q2 results Segment sales $ 350 23 % System-wide store sales (a) $ 557 19 % Operating income $ 77 (4) % Adjusted EBITDA (a) $ 95 — % YoY growth System-wide SSS (a) growth 13.1% Global Products Q2 resu

Exhibit 99.1 PRESS RELEASE Valvoline Reports Second-Quarter Results ?Reported net income of $81 million grew 19% and earnings per diluted share (EPS) of $0.45 increased 22% ?Adjusted EPS of $0.48 was flat and adjusted EBITDA of $158 million improved 1% ?Sales grew 26% to $886 million driven by strong demand and pricing actions ?Retail Services sales grew 23% with system-wide same-store sales (SSS)

Valvoline announces appointment of Jennifer Slater to its Board of Directors and retirement of board member Stephen Kirk

Exhibit 99.1 PRESS RELEASE Valvoline announces appointment of Jennifer Slater to its Board of Directors and retirement of board member Stephen Kirk LEXINGTON, Ky., April 27, 2022 - Valvoline Inc. (NYSE: VVV) today announced the appointment of Jennifer Slater as an independent director to the company?s Board of Directors, effective July 1, 2022. The company also announced that Stephen Kirk will ret

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

VVV / Valvoline Inc / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Valvoline Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92047W101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

VVV / Valvoline Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Valvoline Inc. Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLI

Valvoline Change in Control Severance Plan, as amended and restated, effective January 1, 2022 (incorporated by reference to Exhibit 10.3 to Valvoline's Quarterly Report on Form 10-Q (File No. 001-37884) filed on February 9, 2022).

Exhibit 10.3 VALVOLINE CHANGE IN CONTROL SEVERANCE PLAN Amended and Restated Effective January 1, 2022 Valvoline Change in Control Severance Plan 1 TABLE OF CONTENTS SECTION 1. PURPOSE 1 SECTION 2. ADMINISTRATION 1 SECTION 3. ELIGIBILITY 1 SECTION 4. CERTAIN DEFINED TERMS 1 SECTION 5. CONDITIONS FOR SEVERANCE PAYMENTS AND BENEFITS 5 SECTION 6. AMOUNT OF SEVERANCE PAYMENTS AND BENEFITS AND TIMING O

Valvoline Severance Pay Plan, as amended and restated, effective January 1, 2022 (incorporated by reference to Exhibit 10.4 to Valvoline's Quarterly Report on Form 10-Q (File No. 001-37884) filed on February 9, 2022).

Exhibit 10.2 VALVOLINE SEVERANCE PAY PLAN Amended and Restated Effective January 1, 2022 VALVOLINE SEVERANCE PAY PLAN (Salary Grades 19, 20, 21, 22 and VLT) TABLE OF CONTENTS INTRODUCTION 1 PLAN INFORMATION 1 Eligibility 1 Exclusions from Eligibility 1 Conditions of Severance Payments and Benefits 2 Good Reason 3 Amount of Severance Payments and Benefits 3 Method of Payment 5 Clawback 5 Payments t

Form of Outside Director Restricted Stock Unit Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan (incorporated by reference to Exhibit 10.1 to Valvoline’s Quarterly Report on Form 10-Q (File No. 001-37884) filed on February 9, 2022).

Exhibit 10.1 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Name of Non-Employee Director: Name of Plan: 2016 Valvoline Inc. Incentive Plan Number of Restricted Stock Units: Vesting Date: Grant Date: Valvoline Inc. (?Valvoline?) hereby grants to the above-named Non-Employee Director (the ?Participant?) a Restricted Stock Unit (?RSU?) award (this ?Award?) pursuant to the 2016 Valvoline

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

(In millions) Retail Services Q1 results YoY growth Segment sales $ 346 36 % System-wide store sales (a) $ 551 31 % Operating income $ 81 45 % Adjusted EBITDA (a) $ 98 40 % YoY growth System-wide SSS (a) growth 24.7% Global Products Q1 results YoY gr

Exhibit 99.1 PRESS RELEASE Valvoline Reports First-Quarter Results ?Reported net income of $87 million was flat and earnings per diluted share (EPS) of $0.48 increased 2% ?Adjusted EPS of $0.48 increased 12% and adjusted EBITDA of $156 million improved 5% ?Sales grew 31% to $858 million ?Retail Services sales grew 36% with system-wide same-store sales (SSS) increasing 24.7% and net system-wide uni

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 25, 2022 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

List of Subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Subsidiaries of Valvoline Inc. at September 30, 2021, included the companies listed below. Name Jurisdiction of Incorporation 2209196 Alberta Inc. Alberta, Canada 10070217 Manitoba LTD. Manitoba, Canada Ellis Enterprises B.V. Netherlands Ellis Enterprises East doo Kru?evac Serbia Funding Corp. I Delaware Integral Defense, LLC Delaware LEX Capital L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky (

Description of Securities (incorporated by reference to Exhibit 4.5 to Valvoline’s Annual Report on 10-K (File No. 001-37884) filed on November 19, 2021).

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Valvoline Inc. (?Valvoline,? ?we,? ?us,? and ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Common Stock DESCRIPTION OF COMMON STOCK The following description of our Common Stock

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Outlook Operating Items Sales growth 19 — 21% Retail Services system-wide store additions 110 — 130 Retail Services system-wide SSS growth 9 — 12% Adjusted EBITDA $675 — $700 million Corporate Items Adjusted effective tax rate 25 — 26% Adjusted EPS $

Exhibit 99.1 PRESS RELEASE Valvoline Reports Fourth-Quarter and Fiscal Year 2021 Results; Reiterates Plan to Pursue Separation; Provides Fiscal 2022 Outlook Full-year highlights ?Reported net income of $420 million grew 32% and earnings per diluted share (EPS) of $2.29 increased 36% ?Adjusted EPS of $1.95 increased 37% and adjusted EBITDA of $634 million improved 28% ?Sales grew 27% to $3 billion;

VALVOLINE TO PURSUE SEPARATION OF RETAIL SERVICES AND GLOBAL PRODUCTS BUSINESSES Expected Fiscal 2021 Results: Sales of $3 billion and Adjusted EBITDA and Adjusted EPS within Previously Announced Guidance Range

Exhibit 99.1 VALVOLINE TO PURSUE SEPARATION OF RETAIL SERVICES AND GLOBAL PRODUCTS BUSINESSES Expected Fiscal 2021 Results: Sales of $3 billion and Adjusted EBITDA and Adjusted EPS within Previously Announced Guidance Range LEXINGTON, Ky., Oct. 12, 2021 ? Valvoline Inc. (NYSE: VVV), a global leader in vehicle care powering the future of mobility through innovative services and products, today anno

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 20, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentuck

Outlook Operating Items Sales growth 25 - 26% Retail Services system-wide store additions 140 - 160 Retail Services system-wide SSS growth 19 - 21% Normalized1 system-wide SSS growth 10 - 12% Adjusted EBITDA $620 - $640 million Corporate Items Adjust

Exhibit 99.1 PRESS RELEASE Valvoline Reports Third-Quarter Results ?Reported net income of $97 million grew 64% and earnings per diluted share (EPS) of $0.53 grew 66% ?Adjusted EPS of $0.55 grew 112% and adjusted EBITDA of $173 million grew 75% ?Sales grew 53% to $792 million; Retail Services system-wide same-store sales (SSS) grew 40.5% ?Retail Services represented 52% of total segment adjusted E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

Valvoline Inc. and Consolidated Subsidiaries

Valvoline Inc. and Consolidated Subsidiaries Exhibit 99.2 RECAST FINANCIAL INFORMATION BY OPERATING SEGMENT (In millions - unaudited) Table 1 Fiscal 2020 Three months ended Fiscal 2021 Three months ended Years ended September 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 2019 2020 Sales Retail Services $ 218 $ 212 $ 199 $ 254 $ 254 $ 285 $ 822 $ 883 Global Products 389 366 317 398 399 416 1,

1 Business Update May 19, 2021 Exhibit 99.3 2 Forward-Looking Statements Certain statements in this presentation, other than statements of historical fact, including estimates, projections and statements related to Valvoline’s business plans and oper

1 Business Update May 19, 2021 Exhibit 99.3 2 Forward-Looking Statements Certain statements in this presentation, other than statements of historical fact, including estimates, projections and statements related to Valvoline?s business plans and operating results, are forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Valvoline has identified so

Valvoline realigns its business segments, announces a $300 million share repurchase authorization and hosts an investor call on May 19

Exhibit 99.1 PRESS RELEASE Valvoline realigns its business segments, announces a $300 million share repurchase authorization and hosts an investor call on May 19 LEXINGTON, Ky., May 18, 2021 ? Valvoline Inc. (NYSE: VVV), a leading provider of automotive services and premium branded lubricants, today announced the realignment of its global operations, including updated business segments, a new appr

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

Fourth Amendment, dated as of April 27, 2021, to the Transfer and Administration Agreement, dated as of November 29, 2016, among Valvoline LLC, Lex Capital LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and PNC Bank National Association, as agent for the Investors

Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT Dated as of April 27, 2021 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016 This FOURTH AMENDMENT (this ?Amendment?) dated as of April 27, 2021 is entered into among VALVOLINE LLC, a Delaware limited liability company (?Valvoline? or ?Master Servicer?), LEX CAPITAL LLC, a Delaware limited liability company (?SPV?), Fifth Thi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Description of Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Valvoline Inc. (?Valvoline,? ?we,? ?us,? and ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Common Stock DESCRIPTION OF COMMON STOCK The following description of our Common Stock

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentuc

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Updated Outlook Prior Outlook Operating Segments Sales growth 23 - 25% 14 - 16% New Quick Lube store additions (includes company-operated, franchise and acquisitions) no change 140 - 160 Quick Lubes system-wide same-store sales growth 18 - 20% 12 - 1

Exhibit 99.1 PRESS RELEASE Valvoline Reports Second-Quarter Results, Raises Fiscal 2021 Guidance ?Reported net income of $68 million grew 8% and earnings per diluted share (EPS) of $0.37 grew 12% ?Adjusted EPS of $0.46 grew 18% and adjusted EBITDA of $152 million grew 13% ?Excluding unfavorable, non-cash changes in variable compensation and LIFO inventory totaling $30 million, adjusted EBITDA grew

2

Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: (859) 357-2591 Julie M. O?Daniel [email protected] Senior Vice President, Chief Legal Officer and Corporate Secretary Valvoline.com March 12, 2021 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Ms. Loan Lauren Nguyen Ms. Irene B

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Valvoline Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92047W101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Valvoline Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92047W101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Valvoline Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92047W101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Valvoline Inc. Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Ken

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

2021 Outlook Operating Segments Sales growth 14 - 16% New Quick Lube store additions (includes company-owned, franchise and acquisitions) 140 - 160 Quick Lubes system-wide same-store sales growth 12 - 14% Normalized1 same-store sales growth 6 - 8% Ad

Exhibit 99.1 PRESS RELEASE Valvoline Reports First-Quarter Results •Reported net income of $87 million grew 19% and earnings per diluted share (EPS) of $0.47 grew 21% •Adjusted diluted EPS of $0.41 grew 17% and adjusted EBITDA of $145 million grew 21% •Sales grew 8% to $653 million •Quick Lubes system-wide same-store sales (SSS) grew 6.0% •Returned $81 million of cash to shareholders via dividends

Indenture dated as of January 4, 2021, among Valvoline Inc., the guarantors thereto and U.S. Bank National Association, as Trustee.

EX-4.1 Exhibit 4.1 Execution Version INDENTURE Dated as of January 4, 2021 VALVOLINE INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 28 Section 1.03 Trust Indenture Act 29 Section 1.04 Rules of Construction 29 ARTICLE II THE NOTES Section 2.01 Fo

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2021 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Num

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File N

Valvoline Announces Pricing of Senior Notes Offering

Exhibit 99.2 NEWS RELEASE Valvoline Announces Pricing of Senior Notes Offering LEXINGTON, KY, Dec. 15, 2020 – Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the pricing of its previously announced offering of $535 million aggregate principal amount of 3.625% Senior Notes due 2031 (the “Notes”). The Notes will be unsecured unsubordinated obligations of Valvoline. Each of Valvoline’s subsi

Valvoline Announces Commencement of Senior Notes Offering

Exhibit 99.1 NEWS RELEASE Valvoline Announces Commencement of Senior Notes Offering LEXINGTON, KY, Dec. 15, 2020 — Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the commencement of an offering of $535 million aggregate principal amount of Senior Notes due 2031 (the “Notes”). The Notes will be unsubordinated unsecured obligations of Valvoline. Each of Valvoline’s subsidiaries that guaran

Valvoline to Expand U.S. Quick-Lube Network with Acquisition of 27 Service Centers

Exhibit 99.1 NEWS RELEASE Valvoline to Expand U.S. Quick-Lube Network with Acquisition of 27 Service Centers LEXINGTON, Ky., Dec. 2, 2020 - Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, announced today that it plans to acquire 27 quick-lube locations that will expand its service center network across the U.S. The company has signed

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Form of Stock Appreciation Right Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan, as Amended, for awards granted after fiscal 2020.

STOCK APPRECIATION RIGHT AWARD AGREEMENT Name of Participant: Name of Plan: 2016 Valvoline Inc.

Form of Restricted Stock Unit Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan, as Amended, for awards granted after fiscal 2020 (incorporated by reference to Exhibit 10.11 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 24, 2020).

RESTRICTED STOCK UNIT AWARD AGREEMENT Name of Participant: Name of Plan: 2016 Valvoline Inc.

List of Subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Subsidiaries of Valvoline Inc. at September 30, 2020, included the companies listed below. Name Jurisdiction of Incorporation Ellis Enterprises B.V. Netherlands Ellis Enterprises East doo Kruševac Serbia Funding Corp. I Delaware Integral Defense, LLC Delaware LEX Capital LLC Delaware Lubricantes Andinos "Lubrian S. A." Ecuador Lubrival S. A. Ecuado

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky (

List of Guarantors Subsidiaries (incorporated by reference to Exhibit 22 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 24, 2020).

Exhibit 22 List of Guarantor Subsidiaries Each of the following wholly-owned subsidiaries of Valvoline Inc.

2021 Outlook Operating Segments Sales growth 14 - 16% New Quick Lube store additions (includes company-owned, franchise and acquisitions) 140 - 160 Quick Lubes system-wide same-store sales growth 12 - 14% Normalized1 same-store sales growth 6 - 8% Ad

Exhibit 99.1 NEWS RELEASE Valvoline Reports Strong Fourth-Quarter and Fiscal Year 2020 Results; Provides Fiscal 2021 Outlook Fourth-quarter summary •Reported net income of $122 million increased $95 million and earnings per diluted share (EPS) of $0.66 increased $0.52 •Adjusted diluted EPS grew 15% to $0.46 •Adjusted EBITDA of $150 million, up 16% •Sales grew 4% to $652 million, while lubricant vo

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Valvoline Expands Company-Owned Quick-Lube Network with Acquisition of 33 Service Centers in Idaho, Missouri and Kansas

Exhibit 99.1 NEWS RELEASE Valvoline Expands Company-Owned Quick-Lube Network with Acquisition of 33 Service Centers in Idaho, Missouri and Kansas LEXINGTON, Ky., Oct. 2, 2020 – Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, announced today that it plans to acquire 33 quick-lube service centers in Idaho, Missouri and Kansas in two sep

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File

Valvoline to Expand Company-Owned Quick-Lube Network with Acquisition of 14 Service Centers in Texas

Exhibit 99.1 NEWS RELEASE Valvoline to Expand Company-Owned Quick-Lube Network with Acquisition of 14 Service Centers in Texas LEXINGTON, Ky., Sept. 14, 2020 - Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, announced today that it plans to acquire 14 quick-lube locations that will expand its company-owned service center network in Te

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentuck

Valvoline Inc. and Consolidated Subsidiaries Table 1 STATEMENTS OF CONSOLIDATED INCOME (In millions, except per share amounts - preliminary and unaudited) Three months ended Nine months ended June 30 June 30 2020 2019 2020 2019 Sales $ 516 $ 613 $ 1,

Exhibit 99.1 NEWS RELEASE Valvoline Reports Third-Quarter Results •Sales declined 16% to $516 million for the quarter, with sequential sales improvement throughout the quarter culminating in 10% growth in June versus the prior-year period •Quick Lubes system-wide same-store sales (SSS) declined 8.0% for the quarter; and grew 7.1% in June versus the same prior-year period •Reported net income decre

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Offer to Exchange $400,000,000 Outstanding 4.375% Senior Notes due 2025 Registered 4.375% Senior Notes due 2025 Fully and unconditionally guaranteed as to payment of principal and interest by the guarantors

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-238971 PROSPECTUS Offer to Exchange $400,000,000 Outstanding 4.375% Senior Notes due 2025 for Registered 4.375% Senior Notes due 2025 Fully and unconditionally guaranteed as to payment of principal and interest by the guarantors Valvoline Inc., a Kentucky corporation (“Valvoline” or the “Company”), is offering to exchang

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CORRESP Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: 859 357-2591, Fax: 859 357-2626 jmodaniel@valvoline.

- S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 10, 2020 Registration No.

Valvoline Provides Business Update

Exhibit 99.1 NEWS RELEASE Valvoline Provides Business Update LEXINGTON, Ky., July 7, 2020 — Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, today provided a business update to give continued visibility into its performance during the COVID-19 crisis, including topline financial results for June 2020. Preliminary June 2020 results incl

Exhibit 99.2 June Business Update – Supplemental Materials July 7, 2020 Quick Lubes Same Store Sales 1 Growth For Week Ending 2 20% 10% 0% -10% -20% -30% -40% -50% System Company Franchise Weekly system-wide SSS were positive for every week of June 1

vvvjulypre-announcement Exhibit 99.2 June Business Update – Supplemental Materials July 7, 2020 Quick Lubes Same Store Sales 1 Growth For Week Ending 2 20% 10% 0% -10% -20% -30% -40% -50% System Company Franchise Weekly system-wide SSS were positive for every week of June 1. Please refer to the Appendix for management’s discussion of the use of Key Business Measures. 2. Prior year weeks adjusted t

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark One): ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37884 A.

- S-4

S-4 Table of Contents As filed with the Securities and Exchange Commission on June 5, 2020 Registration No.

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CORRESP Julie M. O’Daniel Senior Vice President, Chief Legal Officer and Corporate Secretary Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: 859 357-2591, Fax: 859 357-2626 [email protected] valvoline.com June 5, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Valvoline Inc. Registration Statem

Form of Letter of Transmittal (with accompanying IRS Form W-9 and related Guidelines).

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL Valvoline Inc. OFFER TO EXCHANGE $400,000,000 OUTSTANDING 4.375% SENIOR NOTES DUE 2025 FOR REGISTERED 4.375% SENIOR NOTES DUE 2025 FULLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY THE GUARANTORS PURSUANT TO THE PROSPECTUS DATED , 2020 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2020, UNLESS EXT

Statement of Eligibility of U.S. Bank National Association on Form T-1.

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

Form of Letter to Registered Holders and Depository Trust Company Participants.

EX-99.2 Exhibit 99.2 Valvoline Inc. OFFER TO EXCHANGE $400,000,000 OUTSTANDING 4.375% SENIOR NOTES DUE 2025 FOR REGISTERED 4.375% SENIOR NOTES DUE 2025 FULLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY THE GUARANTORS PURSUANT TO THE PROSPECTUS DATED , 2020 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2020 UNLESS EXTENDED (THE “EXPIRATION

Form of Letter to Clients (with form of Instructions to Registered Holder and/or Depository Trust Company Participant).

EX-99.3 Exhibit 99.3 Valvoline Inc. OFFER TO EXCHANGE $400,000,000 OUTSTANDING 4.375% SENIOR NOTES DUE 2025 FOR REGISTERED 4.375% SENIOR NOTES DUE 2025 FULLY AND UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY THE GUARANTORS PURSUANT TO THE PROSPECTUS DATED , 2020 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2020 UNLESS EXTENDED (THE “EXPIRATION

Consent of Perkins Coie LLP (included in Exhibit 5.3).

EX-5.3 Exhibit 5.3 June 5, 2020 Valvoline Inc. 100 Valvoline Way Lexington, Kentucky 40509 Re: Valvoline Inc. Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as Oregon counsel to each of OCH International, Inc., OCHI Advertising Fund LLC, OCHI Holdings LLC and OCHI Holdings II LLC (each an “Oregon Guarantor” and collectively, the “Oregon Guarantors”), in connection with the

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

Valvoline Provides Mid-Quarter Business Update

Exhibit 99.1 NEWS RELEASE Valvoline Provides Mid-Quarter Business Update LEXINGTON, Ky., June 4, 2020 — Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, today provided a business update to give continued visibility into its performance during the COVID-19 crisis, including topline financial results through May 2020. Preliminary May 202

Exhibit 99.2 May Business Update – Supplemental Materials June 4, 2020 Quick Lubes Same Store Sales1 Growth For Week Ending2 20% 10% 0% -10% -20% -30% -40% -50% -60% -70% 2/29/2020 3/7/2020 3/14/2020 3/21/2020 3/28/2020 4/4/2020 4/11/2020 4/18/2020 4

supplementalslides Exhibit 99.2 May Business Update – Supplemental Materials June 4, 2020 Quick Lubes Same Store Sales1 Growth For Week Ending2 20% 10% 0% -10% -20% -30% -40% -50% -60% -70% 2/29/2020 3/7/2020 3/14/2020 3/21/2020 3/28/2020 4/4/2020 4/11/2020 4/18/2020 4/25/2020 5/2/2020 5/9/2020 5/16/2020 5/23/2020 5/30/2020 System Company Franchise Weekly SSS trends improved over the past 9 weeks

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number

Registration Rights Agreement, dated as of May 22, 2020, among Valvoline Inc., the Subsidiary Guarantors and BofA Securities, Inc., as representative of the Initial Purchasers, in respect of the 4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on May 22, 2020).

Exhibit 4.2 EXECUTION VERSION Valvoline Inc. $400,000,000 4.375% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENT Dated May 22, 2020 REGISTRATION RIGHTS AGREEMENT May 22, 2020 BofA Securities, Inc. as Representative of the several Initial Purchasers One Bryant Park New York, New York 10036 Ladies and Gentlemen: This Registration Rights Agreement (this “Agreement”) is made and entered into as of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number)

Valvoline Announces Commencement of Senior Notes Offering

Exhibit 99.1 NEWS RELEASE Valvoline Announces Commencement of Senior Notes Offering LEXINGTON, KY, May 8, 2020 – Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the commencement of an offering of $300 million aggregate principal amount of 4.375% Senior Notes due 2025 (the “Notes”), as an add-on to its existing issue in such series of $400 million (the “Existing 2025 Notes”). The Notes wil

Valvoline Announces Pricing and Upsizing of Senior Notes Offering

Exhibit 99.2 NEWS RELEASE Valvoline Announces Pricing and Upsizing of Senior Notes Offering LEXINGTON, KY, May 8, 2020 – Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today that it has priced its previously announced offering of 4.375% Senior Notes due 2025 (the “Notes”), as an add-on to its existing issue in such series of $400 million (the “Existing 2025 Notes”) and upsized the offering fro

Third Amendment to the TAA, dated as of April 22, 2020, among Valvoline LLC, Lex Capital LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and PNC Bank National Association, as agent for the Investors (incorporated by reference to Exhibit 10.1 to Valvoline’s Quarterly Report on Form 10-Q (File No. 001-37884) filed on May 7, 2020).

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT Dated as of April 22, 2020 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016 This THIRD AMENDMENT (this “Amendment”) dated as of April 22, 2020 is entered into among VALVOLINE LLC, a Delaware limited liability company (“Valvoline” or “Master Servicer”), LEX CAPITAL LLC, a Delaware limited liability company (“SPV”), the Origina

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentuc

Valvoline Inc. and Consolidated Subsidiaries Table 1 STATEMENTS OF CONSOLIDATED INCOME (In millions, except per share amounts - preliminary and unaudited) Three months ended Six months ended March 31 March 31 2020 2019 2020 2019 Sales $ 578 $ 591 $ 1

Exhibit 99.1 NEWS RELEASE Valvoline Reports Second-Quarter Results •Reported net income of $63 million and earnings per diluted share (EPS) of $0.33 were flat •Adjusted EPS increased 11% to $0.39, while adjusted EBITDA increased 10% to $134 million, including impacts from the novel coronavirus (COVID-19) •Sales declined 2% to $578 million, while lubricant volume declined 6% to 41.7 million gallons

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Valvoline Announces Timing of Second-Quarter Financial Results and Provides COVID-19 Business Update

Exhibit 99.1 NEWS RELEASE Valvoline Announces Timing of Second-Quarter Financial Results and Provides COVID-19 Business Update LEXINGTON, Ky., April 23, 2020 — Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, today announced the date and time of its fiscal second-quarter 2020 earnings release and provided an update on the impacts of th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Valvoline Provides Update on COVID-19

Exhibit 99.1 NEWS RELEASE Valvoline Provides Update on COVID-19 LEXINGTON, Ky., March 24, 2020 — Valvoline Inc. (NYSE: VVV), a leading worldwide supplier of premium branded lubricants and automotive services, today provided an update on the impacts of and its responses to the novel coronavirus (COVID-19) pandemic. “In this time of unprecedented uncertainty related to the impact of the COVID-19 vir

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Numb

Indenture dated as of February 25, 2020, among Valvoline Inc., the Subsidiary Guarantors and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on February 25, 2020).

EX-4.1 EXHIBIT 4.1 EXECUTION VERSION INDENTURE Dated as of February 25, 2020 VALVOLINE INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 39 Section 1.03 Trust Indenture Act 39 Section 1.04 Rules of Construction 39 ARTICLE II THE NOTES Section 2.01

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File N

VVV / Valvoline Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Valvoline Inc Title of Class of Securities: Common Stock CUSIP Number: 92047W101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Valvoline Announces Pricing and Upsizing of Senior Notes Offering

Exhibit 99.2 NEWS RELEASE Valvoline Announces Pricing and Upsizing of Senior Notes Offering LEXINGTON, KY, February 10, 2020 – Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today that it has priced its previously announced offering of 4.250% Senior Notes due 2030 (the “Notes”) and upsized the offering from $500 million to $600 million aggregate principal amount. The Notes will be unsecured un

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): Febuary 10, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Valvoline Announces Commencement of Senior Notes Offering

Exhibit 99.1 NEWS RELEASE Valvoline Announces Commencement of Senior Notes Offering LEXINGTON, KY, February 10, 2020 – Valvoline Inc. (“Valvoline”) (NYSE: VVV) announced today the commencement of an offering of $500 million aggregate principal amount of Senior Notes due 2030 (the “Notes”). The Notes will be unsecured unsubordinated obligations of Valvoline. Each of Valvoline’s subsidiaries that gu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Ken

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Second Amendment to the TAA, dated as of January 31, 2020, among Valvoline LLC, Lex Capital LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and PNC Bank National Association, as agent for the Investors (incorporated by reference to Exhibit 10.1 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on February 4, 2020).

Exhibit 10.1 EXECUTION COPY SECOND AMENDMENT Dated as of January 31, 2020 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016 This SECOND AMENDMENT (this “Amendment”) dated as of January 31, 2020 is entered into among VALVOLINE LLC, a Delaware limited liability company (“Valvoline” or “Master Servicer”), LEX CAPITAL LLC, a Delaware limited liability company (“SPV”), the Orig

Updated Outlook Prior Outlook Operating Segments Lubricant gallon growth No change 2-3% Revenue growth No change 4-6% New Quick Lube store additions (excludes Valvoline acquired stores and franchise conversions) Company-owned No change 30-35 Franchis

Exhibit 99.1 NEWS RELEASE Valvoline Reports First-Quarter Results •Reported net income of $73 million and earnings per diluted share (EPS) of $0.39 •Adjusted EPS grew 30% to $0.35, while adjusted EBITDA grew 19% to $120 million driven by a strong contribution from Core North America •Sales grew 9% to $607 million, while lubricant volume grew 3% to 43.4 million gallons •Quick Lubes system-wide same

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2020 VALVOLINE INC. (Exact name of registrant as specified in its charter) Kentucky 001-37884 30-0939371 (State or other jurisdiction of incorporation) (Commission File Nu

Proxy Statement on Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

VVV / Valvoline Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

List of Subsidiaries (incorporated by reference to Exhibit 21 to Valvoline’s Annual Report on Form 10-K filed on November 22, 2019).

Exhibit 21 List of Subsidiaries of the Registrant Subsidiaries of Valvoline Inc. at September 30, 2019, included the companies listed below. Name Jurisdiction of Incorporation Ellis Enterprises B.V. Netherlands Ellis Enterprises East doo Kruševac Serbia Funding Corp. I Delaware Integral Defense, LLC Delaware LEX Capital LLC Delaware Lubricantes Andinos "Lubrian S. A." Ecuador Lubrival S. A. Ecuado

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37884 VALVOLINE INC. Kentucky (

by reference to Exhibit 4.5 to Valvoline

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of September 30, 2019, Valvoline Inc. (“Valvoline,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock DESCRIPTION OF COMMON STOCK The following description of our Common S

Power of Attorney.

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of VALVOLINE INC.