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 ~~February 4~~6, 2026

__________________________________

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, Suite 100

Lexington, ~~Kentucky~~KY 40509

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New 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).

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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnEffective ~~February 4~~March 6, 2026, the Board of Directors of Valvoline Inc. (the “Company” or “Valvoline”) ~~issued~~appointed aJordan ~~press~~M. ~~release~~Denny, ~~("Earnings~~age ~~Release")~~36, ~~announcing~~as ~~its~~Chief ~~financial~~Accounting ~~results~~Officer ~~for~~and Controller of Valvoline. Mr. Denny succeeds Dione R. Sturgeon, who assumed the ~~first~~role ~~quarter~~of ~~ended~~Vice ~~December 31~~President, ~~2025~~Treasurer and Tax of Valvoline. AMr. ~~copy~~Denny most recently served as Vice President, Corporate Development, Investor Relations & Treasurer of Valvoline's, ~~Earnings~~from ~~Release~~April is2023 ~~attached~~to March 2026. Previously, he served as Vice President, Finance & Controller – Retail Services from November 2021 to ~~this~~April ~~Current~~2023 ~~Report~~and onas ~~Form~~Director, ~~8-K~~Financial ~~(“Form~~Planning ~~8-K”~~& Analysis (FP&A) as– ~~Exhibit~~Retail 99Services from August 2020 to November 2021.1 Prior to such time, ~~which~~Mr. isDenny ~~incorporated~~held byroles ~~reference~~of ~~into~~increasing ~~this~~responsibility ~~Item 2~~in Treasury, FP&A and Corporate Development at Valvoline and its former Parent company from May 2013 to August 2020.02 Mr. Denny holds a Master of Business Administration from the University of Kentucky and is a Certified Management Accountant (CMA).

~~Item~~Mr. 7Denny’s annual base salary is $319,520 and he is eligible to participate in the Valvoline Incentive Plan, with a target annual incentive compensation opportunity equal to 40% of his annual base salary.01 Mr. ~~Regulation~~Denny FDreceived ~~Disclosure~~an annual equity grant for fiscal year 2026 in November 2025 in the amount of $125,000. Fifty percent of such award was granted in time-based restricted stock units and the other 50% was granted in performance stock units. Mr. Denny is also eligible to participate in the Company’s other benefit plans and programs, including participation in the Valvoline Severance Plan, consistent with other similarly situated executives.

OnThere ~~February 4,~~are ~~2026,~~no transactions involving Valvoline ~~will~~and ~~make~~Mr. ~~the~~Denny ~~Earnings~~that ~~Release~~Valvoline ~~available~~would onbe ~~its~~required ~~website~~to ~~located~~report atpursuant ~~http://investors~~to Item 404(a) of Regulation S-K.~~valvoline.com. On~~ ~~February 4~~Additionally, ~~2026,~~there ~~Valvoline~~are ~~will~~no ~~make~~family ~~available~~relationships abetween ~~webcast~~Mr. Denny and ~~slide~~any ~~presentation~~other ~~relating~~executive toofficers ~~the~~of ~~Earnings~~Valvoline ~~Release~~or onmembers of Valvoline'’s ~~website~~Board ~~located~~of ~~at http://investors~~Directors.~~valvoline.com.~~

Item 9.01.						Financial Statements and Exhibits
(d)						Exhibits
99.1						Earnings Release dated February 4, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the disclosures set forth in Items 2.02 and 7.01, the information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

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.~~	VALVOLINE INC.
Date: February 4, 2026	By:	/s/ J. Kevin Willis
		(Registrant)
Date: March 9, 2026		/s/ J. Kevin Willis
		J. Kevin Willis
		Chief Financial Officer

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