Valvoline Inc. Enters Material Definitive Agreement

TL;DR

Valvoline just signed a big deal, filing 8-K today.

AI Summary

Valvoline Inc. announced on August 11, 2025, that it has entered into a material definitive agreement. The filing, designated as a Form 8-K, was submitted on August 12, 2025, and pertains to the company's operations in the miscellaneous products of petroleum & coal sector.

Why It Matters

This filing indicates a significant new contract or partnership for Valvoline, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial stability and market position.

Key Players & Entities

• VALVOLINE INC (company) — Registrant
• August 11, 2025 (date) — Date of earliest event reported
• August 12, 2025 (date) — Filing date
• 100 Valvoline Way, Suite 100 Lexington, KY 40509 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share VVV New York Stock Exchange

Filing Documents

• vvv-20250811.htm (8-K) — 39KB
• ex21-amendmenttomergeragre.htm (EX-2.1) — 32KB
• 0001674910-25-000123.txt ( ) — 192KB
• vvv-20250811.xsd (EX-101.SCH) — 2KB
• vvv-20250811_lab.xml (EX-101.LAB) — 21KB
• vvv-20250811_pre.xml (EX-101.PRE) — 12KB
• vvv-20250811_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on February 17, 2025, Valvoline Inc., a Kentucky corporation (" Valvoline "), OCI Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Valvoline (" Merger Sub "), OC Parent, L.P., a Delaware limited partnership (" HoldCo "), and OC IntermediateCo, Inc., a Delaware corporation and wholly-owned subsidiary of HoldCo (" OC IntermediateCo "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), providing for the merger of Merger Sub with and into OC IntermediateCo, with OC IntermediateCo surviving the merger as a wholly-owned subsidiary of Valvoline (the " Merger "). OC IntermediateCo, through its subsidiaries, owns and operates the Breeze Autocare business, including quick lube oil change stores operating under the Oil Changers brand. As 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 U.S. Federal Trade Commission (the " FTC ") in connection with the FTC's review of the Merger. Valvoline continues to have constructive conversations with the FTC regarding a potential path forward to close the Merger. To provide additional time to work through the Second Request process, on August 11, 2025, Valvoline, Merger Sub, HoldCo and OC IntermediateCo entered into the First Amendment to Agreement and Plan of Merger (the " Amendment ") pursuant to which, among other things, the parties have agreed to extend the Termination Date set forth in the Merger Agreement to the later of (i) November 15, 2025 or (ii) the date of Closing, provided all Closing conditions have been satisfied on or prior to November 15, 2025. The Amendment also revises the date of Closing to the fifteenth day (or, if such date is not a business day, then the first succeeding business day thereafter) after all Closing conditions have

Forward Looking Statements

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," "Managem

01. Financial Statements and Exhibits

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) 2

SIGNATURES

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 Julie M. O'Daniel Senior Vice President, Chief Legal Officer and Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR