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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 13, 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)
 
(I.R.S. Employer
Identification No.)
 
100 Valvoline Way
Lexington, KY 40509
(Address of Principal Executive Offices)

(859) 357-7777
(Registrant’s telephone number, including area code)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareVVVNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2025, Mary J. Twinem and Vada O. Manager notified the Board of Directors (the “Board”) of Valvoline Inc. (the “Company”) of their intention not to stand for reelection and to retire as members of the Board, effective as of the date of the Company’s 2026 Annual Meeting of Shareholders (“2026 Annual Meeting”). The Company is extremely grateful to Ms. Twinem and Mr. Manager for their service on the Board, including Ms. Twinem’s leadership as Chair of the Audit Committee and Mr. Manager’s leadership as Chair of the Governance and Nominating Committee. Ms. Twinem’s and Mr. Manager’s retirement from the Board did not result from any disagreement with the Company.

Item 8.01.Other Events.

On November 19, 2025, the Company issued a press release announcing that the Board has nominated Janet Wong and Chris Carr to stand for election to the Board at the 2026 Annual Meeting. A copy of the press release announcing the nominations of Ms. Wong and Mr. Carr and the retirements of Ms. Twinem and Mr. Manager from the Board is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 VALVOLINE INC.
   
Date: November 19, 2025By: /s/ Julie M. O'Daniel
  Julie M. O'Daniel
  Senior Vice President, Chief Legal Officer and Corporate Secretary













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