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~~November 1113, 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~~, Suite 100~~

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 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).


	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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~November ~~disclosed~~13, ~~on February 17,~~ 2025, ~~Valvoline~~Mary ~~Inc~~J., aTwinem ~~Kentucky~~and ~~corporation~~Vada ~~("Valvoline"),~~O. ~~OCI~~Manager ~~Merger~~notified ~~Sub~~the ~~Inc.,~~Board aof ~~Delaware~~Directors ~~corporation~~(the ~~and~~“Board”) ~~wholly-owned subsidiary~~ of Valvoline Inc. (~~"Merger~~the ~~Sub"~~“Company”), OCof ~~Parent,~~their ~~L.P.,~~intention anot ~~Delaware~~to ~~limited~~stand ~~partnership~~for ~~("HoldCo"),~~reelection and OCto ~~IntermediateCo,~~retire ~~Inc.,~~as amembers ~~Delaware~~of ~~corporation~~the ~~and~~Board, ~~wholly-owned~~effective ~~subsidiary~~as of ~~HoldCo~~the ~~("OC~~date ~~IntermediateCo"),~~of ~~entered~~the ~~into~~Company’s an2026 ~~Agreement~~Annual ~~and~~Meeting ~~Plan~~ of ~~Merger~~Shareholders (~~the~~“2026 ~~"Merger~~Annual ~~Agreement"~~Meeting”),. ~~providing~~The ~~for~~Company ~~the~~is ~~merger~~extremely ofgrateful ~~Merger~~to ~~Sub~~Ms. ~~with~~Twinem and ~~into~~Mr. OCManager ~~IntermediateCo,~~for ~~with~~their OCservice ~~IntermediateCo~~on ~~surviving~~ the ~~merger~~Board, asincluding aMs. ~~wholly-owned~~Twinem’s ~~subsidiary~~leadership ofas ~~Valvoline~~Chair (of the ~~"Merger").~~Audit OCCommittee ~~IntermediateCo,~~and ~~through~~Mr. ~~its~~Manager’s ~~subsidiaries,~~leadership ~~owns~~as ~~and~~Chair ~~operates~~of the ~~Breeze~~Governance ~~Autocare~~and ~~business,~~Nominating ~~including~~Committee. ~~quick~~Ms. ~~lube~~Twinem’s ~~oil~~and ~~change~~Mr. ~~stores~~Manager’s ~~operating~~retirement ~~under~~from the ~~Oil~~Board ~~Changers~~did ~~brand~~not result from any disagreement with the Company.

AsItem previously disclosed, on April 9, 2025, Valvoline and Greenbriar Equity Group, LP, parent of HoldCo, each received a Request for Additional Information and Documentary Material (the "Second Request") from the U8.S01. ~~Federal~~Other ~~Trade Commission (the "FTC") in connection with the FTC’s review of the Merger~~Events. ~~Valvoline continues to have constructive conversations with the FTC regarding a potential path forward to close the Merger.~~

ToOn ~~provide~~November ~~additional time to work through the Second Request process~~19, ~~on August 11,~~ 2025, ~~Valvoline,~~the ~~Merger~~Company ~~Sub,~~issued ~~HoldCo~~a ~~and~~press OCrelease ~~IntermediateCo~~announcing ~~entered~~that ~~into~~ the ~~First~~Board ~~Amendment~~has tonominated ~~Agreement~~Janet Wong and ~~Plan~~Chris ofCarr ~~Merger (the "Amendment") pursuant~~ to ~~which,~~stand ~~among~~for ~~other~~election ~~things, the parties have agreed~~ to ~~extend~~ the ~~Termination~~Board ~~Date~~at ~~set forth in~~ the ~~Merger~~2026 ~~Agreement~~Annual toMeeting. ~~the~~A ~~later~~copy of ~~(i)~~the ~~November~~press ~~15,~~release ~~2025~~announcing ~~or (ii)~~ the ~~date~~nominations of ~~Closing,~~Ms. ~~provided~~Wong ~~all~~and ~~Closing conditions have been satisfied on or prior to November 15, 2025~~Mr. ~~The~~Carr ~~Amendment~~and ~~also revises~~ the ~~date~~retirements of ~~Closing~~Ms. toTwinem ~~the~~and ~~fifteenth~~Mr. ~~day~~Manager ~~(or,~~from ifthe ~~such~~Board ~~date~~ is ~~not~~attached aas ~~business~~Exhibit ~~day,~~99.1 ~~then~~and ~~the first succeeding business day thereafter) after all Closing conditions have been satisfied unless another date~~ is ~~agreed~~incorporated toherein by ~~the parties~~reference.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.


Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits
99.1			Valvoline Inc. Press Release, dated November 19, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Certain statements herein, 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 transaction to acquire Breeze Autocare, including its Oil Changers stores, the expected timetable for obtaining regulatory approval and completing the proposed transaction, and the benefits and synergies of the proposed transaction; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits
Exhibit No.			Description of Exhibit
2.1			First Amendment to 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 August 11, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 12, 2025	By:	/s/ Julie M. O'Daniel
Date: November 19, 2025	By:	/s/ Julie M. O'Daniel
		Julie M. O'Daniel
		Senior Vice President, Chief Legal Officer and Corporate Secretary

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