Heidi J. Matheys - Nov 17, 2022 Form 4 Insider Report for VALVOLINE INC (VVV)

Role: SVP, Chief Marketing Officer
Signature: /s/ Ian C. Lofwall, Attorney-in-Fact
Stock symbol: VVV
Transactions as of: Nov 17, 2022
Transactions value $: -$106,367
Form type: 4
Date filed: 11/21/2022, 04:49 PM
Previous filing: Nov 15, 2022
Next filing: Dec 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVV	Common Stock	Award		+10.1K	+30.26%		43.4K	Nov 17, 2022	Direct	F1, F2
transaction	VVV	Common Stock	Tax liability	-$106K	-3.24K	-7.46%	$32.87	40.2K	Nov 17, 2022	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares earned from the FY20-FY22 performance stock unit ("PSU") award granted on November 14, 2019, as certified by the Compensation Committee of the Board of Directors on November 17, 2022. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY20, FY21 and FY22, and a fourth cumulative FY20-FY22 measurement period with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY20-FY22 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 200% of Target.
F2	PSUs convert into Valvoline common stock on a one-for-one basis.

Content

Represents shares earned from the FY20-FY22 performance stock unit ("PSU") award granted on November 14, 2019, as certified by the Compensation Committee of the Board of Directors on November 17, 2022. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY20, FY21 and FY22, and a fourth cumulative FY20-FY22 measurement period with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY20-FY22 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 200% of Target.

PSUs convert into Valvoline common stock on a one-for-one basis.