Valvoline Inc. Files 8-K with Material Agreements

Ticker: VVV · Form: 8-K · Filed: Dec 1, 2025 · CIK: 1674910

Valvoline Inc 8-K Filing Summary
FieldDetail
CompanyValvoline Inc (VVV)
Form Type8-K
Filed DateDec 1, 2025
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.01, $740 million, $593 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, corporate-action

TL;DR

Valvoline filed an 8-K on Dec 1, 2025, reporting material agreements and financial obligations.

AI Summary

Valvoline Inc. filed an 8-K on December 1, 2025, reporting on several key events including the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits, indicating significant corporate activity for the company.

Why It Matters

This 8-K filing signals significant corporate actions by Valvoline Inc., potentially impacting its financial obligations and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which could carry inherent risks depending on their nature.

Key Players & Entities

  • VALVOLINE INC (company) — Registrant
  • December 1, 2025 (date) — Date of earliest event reported
  • 100 Valvoline Way, Suite 100 Lexington, KY 40509 (address) — Principal Executive Offices

FAQ

What specific material definitive agreement did Valvoline Inc. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary.

What is the nature of the direct financial obligation created by Valvoline Inc.?

The filing states the creation of a direct financial obligation, but the specific terms and amount are not detailed here.

What are the 'Other Events' reported in this 8-K filing?

The filing lists 'Other Events' as a category of information, but the specific events are not elaborated upon in this summary.

When was this 8-K filing submitted?

The 8-K filing was submitted as of December 1, 2025.

What is Valvoline Inc.'s principal executive office address?

Valvoline Inc.'s principal executive office is located at 100 Valvoline Way, Suite 100, Lexington, KY 40509.

Filing Stats: 1,813 words · 7 min read · ~6 pages · Grade level 16 · Accepted 2025-12-01 16:31:40

Key Financial Figures

  • $0.01 — ich registered Common stock, par value $0.01 per share VVV New York Stock Exchange
  • $740 million — provides for the establishment of a new $740 million incremental senior secured term loan B
  • $593 m — ermediateCo for a net purchase price of $593 million, subject to (i) an adjustment for

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement On December 1, 2025 (the "Closing Date"), Valvoline Inc. ("Valvoline") entered into an Incremental Amendment (the "Amendment") among Valvoline, certain subsidiaries of Valvoline party thereto as guarantors, The Bank of Nova Scotia, as administrative agent (in such capacity, the "Administrative Agent"), and the lenders party thereto, which Amendment amended that certain Credit Agreement, dated as of July 11, 2016 (as amended by Amendment No. 1 to Credit Agreement, dated as of September 21, 2016, as supplemented by the Valvoline Joinder Agreement, dated as of September 26, 2016, as amended and restated by the Amendment and Restatement Agreement, dated as of April 12, 2019, as amended by Amendment No. 2 to Credit Agreement, dated as of November 10, 2022, and as further amended and restated effective as of March 1, 2023 pursuant to that certain Amendment and Restatement Agreement, dated as of December 12, 2022), among Valvoline (as successor in interest to Valvoline Finco One LLC), The Bank of Nova Scotia, as the Administrative Agent, the swing line lender and a letter of credit issuer, and the lenders and other letter of credit issuers party thereto (the "Original Credit Agreement", and as amended by the Amendment, the "Amended Credit Agreement"). The Amendment, among other things, provides for the establishment of a new $740 million incremental senior secured term loan B credit facility (the "Incremental Term Facility"), which was made available in a single drawing on the Closing Date, and which has a maturity date of the seventh anniversary of the Closing Date. Under the terms of the Amendment, the Incremental Term Facility lenders party thereto agreed to fund the Incremental Term Facility substantially simultaneously with, and conditioned upon, the consummation of the Acquisition (as defined below). The proceeds of borrowing under the Incremental Term Facility will be used for, among other purposes, (i) payin

01 Other Events

Item 8.01 Other Events. On December 1, 2025, Valvoline closed its previously announced acquisition (the "Acquisition") of OC IntermediateCo, Inc., a Delaware corporation ("OC IntermediateCo"), which, through its subsidiaries, owns and operates the Breeze Autocare business, including quick lube oil change stores operating under the Oil Changers brand. Immediately after closing on the Acquisition, on December 1, 2025, Valvoline divested 45 Breeze Autocare stores to Main Street Auto Express Oil, LLC, as required by a Decision and Order of the Federal Trade Commission ("FTC") to gain FTC clearance to close on the Acquisition. Valvoline acquired OC IntermediateCo for a net purchase price of $593 million, subject to (i) an adjustment for the consideration paid and expenses incurred for store acquisitions and the aggregate value of certain owned real properties that were part of sale-leaseback transactions completed by OC IntermediateCo or its subsidiaries since signing of the merger agreement on February 17, 2025 and (ii) customary closing adjustments for net working capital, cash and cash equivalents, indebtedness and unpaid transaction expenses. The Acquisition was financed by borrowings under the Incremental Term Facility. A copy of the press release announcing the closing of the Acquisition is attached as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Incremental Amendment, dated as of December 1, 2025, among Valvoline, certain subsidiaries of Valvoline party thereto as guarantors, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto (including Annex I – Second Amended and Restated Credit Agreement, among Valvoline, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders and other L/C issuers party thereto). 99.1 Valvoline Inc. Press Release, dated December 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: December 1, 2025 By: /s/ J. Kevin Willis J. Kevin Willis Chief Financial Officer 4

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