O'Daniel Julie Marie 4

What Happened

• Julie Marie O'Daniel, Chief Legal Officer of Valvoline (VVV), exercised 15,810 derivative awards on Feb 20, 2026 to acquire 15,810 shares at $23.01 each (cost = $363,788). The same day 11,498 shares were surrendered/withheld to cover taxes or exercise obligations (valued at $443,018) and 4,312 shares were sold in the open market at $38.55 (proceeds = $166,228). The filings also show the derivative awards were converted/terminated in the exercise (reported as a $0 disposition for the derivative instrument). Net effect: 15,810 shares acquired and 15,810 shares disposed — a cashless exercise with no net increase in share count.

Key Details

• Transaction date: 2026-02-20; Form 4 filed: 2026-02-23 (appears to be one business day later than the typical two-business-day filing window).
• Exercise (code M): 15,810 shares acquired at $23.01 — $363,788.
• Tax/exercise withholding (code F): 11,498 shares withheld at $38.53 — $443,018.
• Open-market sale (code S): 4,312 shares sold at $38.55 — $166,228.
• Net shares from these transactions: 0 (15,810 acquired and 15,810 disposed).
• Footnotes: F1 notes an approximate number of shares held in the Valvoline 401(k) Plan (based on closing price); F2 describes the vesting schedule for the Stock Appreciation Rights that were involved (50% vested after 1 year, 25% after years 2 and 3).
• Shares owned after transaction: the filing shows no net increase from this activity; a specific total holding balance is not provided in the transaction lines.

Context

• This was a cashless exercise: the exercised awards created shares that were immediately used to satisfy tax withholding and some were sold in the open market. Such transactions are commonly routine to cover tax liabilities and do not necessarily indicate a change in executive sentiment.
• The derivative reporting and footnote on vesting indicate the awards were stock appreciation rights/option-like instruments that vested over time and were converted on exercise.