Mary E. Meixelsperger - Nov 16, 2023 Form 4 Insider Report for VALVOLINE INC (VVV)

Role
Chief Financial Officer
Signature
/s/ Ian C. Lofwall, Attorney-in-Fact
Stock symbol
VVV
Transactions as of
Nov 16, 2023
Transactions value $
$0
Form type
4
Date filed
11/20/2023, 04:05 PM
Previous filing
Nov 14, 2023
Next filing
Nov 21, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VVV Performance Stock Units Award $0 +31.8K $0.00 31.8K Nov 16, 2023 Common Stock 31.8K Direct F1, F2
transaction VVV FY 2024 Restricted Stock Units Award $0 +7.04K $0.00 7.04K Nov 16, 2023 Common Stock 7.04K Direct F1, F3
transaction VVV FY 2024 Stock Appreciation Rights Award $0 +14.7K $0.00 14.7K Nov 16, 2023 Common Stock 14.7K $34.94 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.
F2 Represents performance stock units ("PSUs") earned from the FY 21-23 PSU award granted on Nov. 12, 2020, as certified by the Compensation Committee on Nov. 16, 2023. Earned PSUs vested on the last day of the performance period. The PSUs were measured against performance goals over three separate one-year measurement periods (adjusted EPS for FY21 and FY22 and adjusted Net Income for FY23), and a fourth FY21 - FY23 measurement period (average of the three one-year performance measures) with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY21 - FY23 TSR relative to the S&P MidCap 400 Index. Based on Valvoline's performance, the Compensation Committee awarded a PSU payout equal to 170% of Target with no modification based on TSR performance. The earned PSUs are expected to be distributed on Nov. 20, 2023.
F3 The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
F4 Fifty percent (50%) of the stock appreciation rights vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date.