Valvoline Inc: Form 10-Q for the period ended Jun 30, 2025

The following discussion and analysis should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as well as the condensed consolidated financial statements and the accompanying Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I in this Quarterly Report on Form 10-Q. Unless otherwise noted, disclosures within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relate solely to the Company's continuing operations.

BUSINESS OVERVIEW AND PURPOSE

As the quick, easy, trusted leader in automotive preventive maintenance, Valvoline Inc. is creating shareholder value by driving the full potential in its core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc. With average customer ratings that indicate high levels of service satisfaction, Valvoline and the Company’s franchise partners keep customers moving with about 15-minute stay-in-your-car oil changes; battery, bulb and wiper replacements; tire rotations; and other manufacturer recommended maintenance services. The Company operates and franchises more than 2,100 service center locations through its Valvoline Instant Oil ChangeSM (VIOCSM) and Great Canadian Oil Change retail locations and supports 250 locations through its Express CareTM platform.

BUSINESS STRATEGY

As a pure play automotive retail services provider and the trusted leader in preventive automotive maintenance, Valvoline is well positioned to create long-term shareholder value through executing the Company’s strategic initiatives, which include:

• Driving the full potential of the core business through increasing market share and improving operational efficiency in existing stores by building on Valvoline’s strong foundation in marketing, technology, and data insights;
• Aggressively growing the retail footprint with company-operated store growth and an increased emphasis on franchisee store growth; and
• Targeting customer and service expansion with a focus on fleet business, driving non-oil change service penetration, and meeting the needs of the evolving car parc.

RECENT DEVELOPMENTS

Refranchising

Valvoline sold 67 company stores to existing and new franchise partners through the completion of three transactions that occurred in the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025 (the “Refranchising Transactions”). These conversions combined with executed development agreements are expected to provide significant growth in the respective markets and deliver long-term value to shareholders. The Refranchising Transactions impact the comparability of financial results year-over-year are are discussed further herein.

Breeze Autocare

On February 20, 2025, Valvoline announced that it signed a definitive agreement to acquire Breeze Autocare from Greenbriar. Breeze Autocare is an independent provider of automotive quick lube and other preventive maintenance services that operates approximately 200 stores predominantly under the Oil Changers brand, with an extensive footprint in California, Texas, and the Midwest. Valvoline will acquire the business for approximately $625 million in cash, which Valvoline intends to fund with a newly issued Term Loan B commensurate with the closing of the transaction.

On April 9, 2025, Valvoline and Greenbriar each received the Second Request from the FTC pursuant to the HSR Act. The Second Request extends the waiting period imposed by the HSR Act until 30 days after Valvoline and Greenbriar have substantially complied with the Second Request, unless the waiting period is terminated earlier by the FTC or voluntarily extended through an agreement among Valvoline, Greenbriar and the FTC. Valvoline is continuing to work toward gaining regulatory approval to close the transaction.

The Company currently expects to incur approximately $15 million in additional selling, general and administrative expenses to support completing the Breeze Autocare transaction primarily for transaction fees and legal support to obtain regulatory approval.

THIRD FISCAL QUARTER 2025 OVERVIEW

The following were the significant events for the third fiscal quarter of 2025, each of which is discussed more fully in this Quarterly Report on Form 10-Q:

• Valvoline’s net revenues grew 4% over the prior year period driven by system-wide same-store sales ("SSS") growth of 4.9% and the addition of 163 net store additions to the system from the prior year. Revenue growth was moderated by a $27.4 million decrease due to the Refranchising Transactions.
• Income from continuing operations grew 18% to $57.0 million, and diluted earnings per share increased 19% to $0.44 in the three months ended June 30, 2025 compared to the prior year period. This growth was attributable to profit expansion from operations, which was moderated by the net impact from the Refranchising Transactions, investments in selling, general, and administrative expenses, higher tax expense from improved earnings, while also benefitting from lower net interest and other financing expenses and favorable pension and other postretirement activity.
• Adjusted EBITDA increased 5% over the prior year period due to gross profit expansion from strong operational performance, including favorable volume and mix, which more than offset continued growth investments in selling, general and administrative expenses and the impacts of the Refranchising Transactions.

Use of Non-GAAP Measures

To aid in the understanding of Valvoline’s ongoing business performance, certain items within this document are presented on an adjusted, non-GAAP basis. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, the financial statements presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and reconciliations of non-GAAP measures included within this Quarterly Report on Form 10-Q should be carefully evaluated.

The following are the non-GAAP measures management has included and how management defines them:

• EBITDA - net income/loss, plus income tax expense/benefit, net interest and other financing expenses, and depreciation and amortization;
• Adjusted EBITDA - EBITDA adjusted for the impacts of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods ("key items," as further described below);
• Free cash flow - cash flows from operating activities less total capital expenditures, comprised of growth and maintenance, further described below; and
• Free cash flow excluding growth capital expenditures - cash flows from operating activities less maintenance capital expenditures.

Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline's operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. The manner used to compute non-GAAP information used by management may differ from the methods used by other companies and may not be comparable. For a reconciliation of the most comparable U.S. GAAP measures to the non-GAAP measures, refer to the “Results of Operations” and “Financial Position, Liquidity and Capital Resources” sections below.

Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline’s operating performance between periods on a comparable basis due to the depreciable assets associated with the nature of the Company’s operations as well as income tax and interest costs related to Valvoline’s tax and capital structures, respectively. Adjusted EBITDA measures enable comparison of financial trends and results between periods where certain items may not be reflective of the Company’s underlying and ongoing operations performance or vary independent of business performance.

Management uses free cash flow and free cash flow excluding growth capital expenditures as additional non-GAAP metrics of cash flow generation. By including capital expenditures, management is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes maintenance capital expenditures, which are uses of cash that are necessary to maintain the Company's existing business operations, including its retail service center store network, service portfolio, and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or expansion of retail service center stores and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments.

The non-GAAP measures used by management exclude key items. Key items are often related to legacy matters or market-driven events considered by management to not be reflective of the ongoing operating performance. Key items may consist of adjustments related to: legacy businesses, including the separation from Valvoline's former parent company, the sale of the former Global Products reportable segment, and the associated impacts of related activity and indemnities; non-service pension and other postretirement plan activity; restructuring-related matters, including organizational restructuring plans, significant acquisitions or divestitures, debt extinguishment and modification, and tax reform legislation; in addition to other matters that management considers non-operational, infrequent or unusual in nature.

Details with respect to the description and composition of key items recognized during the respective periods presented herein are set forth below in the “EBITDA and Adjusted EBITDA” section of “Results of Operations” that follows.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and system-wide SSS and store sales. Management believes these measures are useful to evaluating and understanding Valvoline's operating performance and should be considered as supplements to, not substitutes for, Valvoline's net revenues and operating income, as determined in accordance with U.S. GAAP.

Net revenues are influenced by the number of service center stores and the business performance of those stores. Stores are considered open upon acquisition or opening for business. Temporary store closings remain in the respective store counts with only permanent store closures reflected in the activity and end of period store counts. For the periods presented herein, SSS is defined as net revenues of U.S. Valvoline Instant Oil ChangeSM (VIOCSM) stores (company-operated, franchised and the combination of these for system-wide SSS) with same stores defined at the beginning of the month following the completion of 12 full months in operation within the system.

Net revenues are limited to sales at company-operated stores, in addition to royalties and other fees from independent franchised and Express Care stores. Although Valvoline does not recognize store-level sales from franchised stores as net revenues in its Statements of Condensed Consolidated Income, management believes system-wide and franchised SSS comparisons, store counts, and total system-wide store sales are useful to assess market position relative to competitors and overall store and operating performance.

RESULTS OF OPERATIONS

The following summarizes the results of the Company’s continuing operations for the periods ended June 30:

(In millions)

(a) Refer to the “Use of Non-GAAP Measures” and “Continuing operations EBITDA and Adjusted EBITDA” for management’s definitions of the metrics presented above and reconciliation to the corresponding GAAP measures, where applicable.

21

Number of stores at end of period

Third Quarter 2025 Second Quarter 2025 First Quarter 2025 Fourth Quarter 2024 Third Quarter 2024

Company-operated 983 950 932 950 937

Franchised (a) 1,141 1,128 1,113 1,060 1,024

Total system-wide stores (a) 2,124 2,078 2,045 2,010 1,961

(a) Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.

(b) Beginning in fiscal 2025, Valvoline determines SSS growth as the year-over-year change in net revenues of U.S. VIOC same stores (company-operated, franchised and the combination of these for system-wide SSS) with same stores defined as those that have been in operation within the system for at least 12 full months. Previously, SSS was determined utilizing net revenues of U.S. VIOC stores, with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation. Prior period measures presented herein have been revised to conform with the current approach.

Net revenues

Net revenues increased $17.6 million, or 4.2% for the three months ended June 30, 2025 compared to the same prior year period. The increase was primarily due to higher volume, supported by continued network expansion from net new store openings and acquisitions, along with a 4.9% increase in system-wide SSS. The improvement in system-wide SSS was driven by higher average ticket from ongoing premiumization, net pricing benefits, and continued non-oil change service penetration. An increase in transactions also contributed to system-wide SSS growth reflecting an expanding customer base. These increases were partially offset by lower net revenues due to the Refranchising Transactions. The following reconciles the year-over-year change in net revenues:

Net revenues increased $73.0 million, or 6.2% for nine months ended June 30, 2025 compared to the same prior year period. The increase was primarily attributable to higher volume, largely driven by continued network growth through both net new store openings and acquisitions. Favorable service mix also contributed, along with a 6.2% increase in system-wide SSS, reflecting growth in average ticket from premiumization, non-oil change service penetration, and pricing, as well as higher transactions supported by an expanding customer base. These benefits were partially offset by reduced net revenues due to the Refranchising Transactions. The following reconciles the year-over-year change in year-to-date net revenues:

Gross profit

Gross profit increased $10.1 million, or 6.0%, for the three months ended June 30, 2025 compared to the prior year period. The increase was largely attributable to volume expansion, pricing, and improvements in service mix, reflecting continued traction in premiumization and non-oil change services. These benefits were partially offset by higher store operating expenses and lower contributions from recently refranchised locations. The following reconciles the year-over-year change in gross profit:

Gross profit margin improved in the three months ended June 30, 2025 compared to the prior year period. The increase was primarily a result of improved labor efficiency through enhanced demand planning and improved scheduling practices, along with leverage in products costs, and benefits from service mix. These gains were partially offset by the impact of the Refranchising Transactions and by higher store operating expenses, including increased depreciation from investments in store growth.

Gross profit improved $32.5 million, or 7.2% for the nine months ended June 30, 2025 compared to the prior year period, primarily driven by higher service volume and improvements in service mix. These gains were partially offset by the impacts from the Refranchising Transactions, and increased store operating expenses, including higher depreciation related to ongoing store investments. The following reconciles the year-over-year change in year-to-date gross profit:

Gross profit margin improved in the nine months ended June 30, 2025 compared to the prior year period. The margin expansion reflects improved labor efficiency, leverage in product costs, and benefits from service mix. These gains were partially offset by higher operating expenses, including depreciation and the impacts from the Refranchising Transactions.

Net operating expenses

Details of the components of net operating expenses are summarized below for the periods ended June 30:

(In millions)

Selling, general and administrative expenses increased by $8.3 million and $30.6 million for the three and nine months ended June 30, 2025, respectively, compared to the prior year periods. The increases reflect continued investments to scale the business and support long-term growth. The primary contributors were technology, including outside services, talent, and advertising, which combined to increase expense by $6.1 million and $21.3 million in the three and nine month periods ended June 30, 2025, respectively. Additionally, investment and divestiture activity increased selling, general and administrative expenses by $1.1 million and $5.3 million for the three and nine months ended June 30, 2025 respectively, primarily related to consulting fees and professional services to support legal, regulatory, diligence and integration efforts.

Net legacy and separation-related expenses increased $0.3 million and $1.4 million for the three and nine months ended June 30, 2025, respectively, compared to the prior year periods. The increases were driven by expenses associated with legacy businesses and certain limited realignment costs incurred to support the Company’s transition to a stand-alone retail business following the sale of the former Global Products reportable segment.

Other income, net decreased $0.2 million and increased $72.3 million for the three and nine months ended June 30, 2025, respectively, compared to the prior year periods. The year-to-date increase was largely driven by the $74.3 million gain on sale of operations recognized upon closing the Refranchising Transaction during the first quarter of fiscal 2025.

Net pension and other postretirement plan activity

Net pension and other postretirement plan activity was favorable by $4.3 million and $13.1 million for the three and nine months ended June 30, 2025, respectively, compared to the prior year periods as a result of higher recurring expected returns on plan assets and lower interest cost as a result of the decline in discount rates in the most recent annual remeasurement of the plans.

Net interest and other financing expenses

Net interest and other financing expenses decreased $6.2 million and $0.9 million for the three and nine months ended June 30, 2025, respectively, compared to the prior year periods. The decrease for the quarter was primarily due to the prior year recognition of $7.3 million in debt modification charges and related fees in connection with the repurchase of the $600.0 million 4.250% senior unsecured notes (the “2030 Notes”).

These lower debt modification expenses were partially offset by higher net interest expense of $5.0 million and were the primary drivers of the reduction for the year-to-date compared to the prior year period. Higher net interest expense was driven by $20.4 million of lower benefits due to the prior year maturities of invested net proceeds from the sale of Global Products and the remaining interest rate swaps. These lower benefits were partially offset by reduced interest expense of $13.8 million attributed to the prior year repurchase of the 2030 Notes.

Income tax provision

The following table summarizes the income tax provision and the effective tax rate for the current and prior year periods:

(In millions)

The changes in income tax expense year-over-year for the three and nine months ended June 30, 2025 were principally driven by pre-tax earnings. The increase in the effective tax rate for the nine months ended June 30, 2025 was attributable to decreases in the favorable impact of discrete tax benefits compared to the prior year period.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law. The Act maintains the 21 percent corporate tax rate and makes permanent many of the beneficial expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act, including 100 percent bonus depreciation for qualified assets, immediate expensing of domestic research and development expenditures, and more favorable interest deductibility. The Act has staggered effective dates beginning in 2025 and continuing through 2027. Valvoline is currently evaluating the Act’s impact on its consolidated financial statements and related disclosures and anticipates the most significant impact to be a modest reduction in cash tax payments for the remainder of fiscal 2025 and a more meaningful impact in future periods as a result of the 100 percent bonus depreciation.

Loss from discontinued operations, net of tax

The following summarizes Loss from discontinued operations, net of tax for the current and prior year periods:

(In millions)

25

Loss from discontinued operations, net of tax decreased $1.8 million and $2.7 million in the three and nine months ended June 30, 2025, respectively, compared to the prior year periods primarily due to lower costs associated with the separation of processes and systems related to the sale of the former Global Products reportable segment.

Continuing operations EBITDA and Adjusted EBITDA

The following table reconciles Income from continuing operations to EBITDA and Adjusted EBITDA for the current and prior year periods:

(In millions)

(a) EBITDA from continuing operations is defined as income from continuing operations, plus income tax expense, net interest and other financing expenses, and depreciation and amortization attributable to continuing operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for key items attributable to continuing operations.

(b) Includes several elements impacted by changes in plan assets and obligations that are primarily driven by the debt and equity markets, including remeasurement gains and losses, when applicable; and recurring non-service pension and other postretirement net periodic activity, which consists of interest cost, expected return on plan assets and amortization of prior service credits. Management considers these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also legacy amounts that are not directly related to the underlying business and do not have an impact on the compensation and benefits provided to eligible employees for current service. Refer to Note 6 in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q for further details.

(c) Activity associated with legacy businesses, including the separation from Valvoline’s former parent company and its former Global Products reportable segment. This activity includes the recognition of and adjustments to indemnity obligations to its former parent company; certain legal, financial, professional advisory and consulting fees; and other expenses incurred by the continuing operations in connection with and directly related to these separation transactions and legacy matters. This incremental activity directly attributable to legacy matters and separation transactions is not considered reflective of the underlying operating performance of the Company’s continuing operations.

(d) Consists of expenses incurred directly related to the Company’s information technology transitions, primarily efforts related to implementing stand-alone enterprise resource planning and human resource information systems that generally began in fiscal 2023 following the sale of the former Global Products reportable segment. These expenses include data conversion, training, redundant expenses incurred from duplicative technology platforms, and temporary support, which includes consulting fees and professional services to support certain enhanced manual procedures and material weakness remediation efforts. These incremental costs are directly associated with technology transitions and are not considered to be reflective of the ongoing expenses of operating the Company’s technology platforms.

(e) Consists of activity directly associated with specific significant acquisitions, investments and divestitures, including professional and consulting fees for legal and advisory services, in addition to gains or losses recognized upon disposition, temporary financing costs directly associated with expected transactions, and expense recognized to reduce the carrying values of investments determined to be impaired. This activity is not considered to be reflective of the underlying operating performance of the Company’s ongoing continuing operations.

Adjusted EBITDA from continuing operations increased $6.3 million and $18.2 million in the three and nine months ended June 30, 2025, respectively, compared to the prior year periods. This increase is primarily driven by gross profit expansion from strong operational performance including improvements in volumes and mix which more than offset the impacts from the Refranchising Transactions and growth investments in selling, general and administrative expenses.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company closely manages its liquidity and capital resources. Valvoline’s liquidity requirements depend on key variables, including the level of investment needed to support business strategies, the performance of the business, capital expenditures, borrowing arrangements, and working capital management. Capital expenditures, acquisitions, and share repurchases are components of the Company’s cash flow and capital management strategy, which to a large extent, can be adjusted in response to economic and other changes in the business environment. The Company has a disciplined approach to capital allocation, which focuses on investing in key priorities that support Valvoline’s business and growth strategies and returning capital to shareholders, while funding ongoing operations.

Continuing operations cash flows

Valvoline’s continuing operations cash flows as reflected in the Condensed Consolidated Statements of Cash Flows are summarized as follows for the nine months ended June 30:

(In millions)

Operating activities

Cash flows provided by operating activities increased $10.0 million from the prior year period driven by higher cash earnings, that were moderated by the impact of the Refranchising Transactions, and lower interest payments of $16.4 million. These increases more than offset unfavorable changes in net working capital that were attributable to a decrease in payables and accrued liabilities largely driven by milestone payments of approximately $20 million related to product supply, which were partially offset by a $13.8 million favorable impact from receivables primarily as a result of the improved collection cycle from prior year billing delays associated with the implementation of the new enterprise resource planning system.

Investing activities

Cash flows from investing activities decreased $233.3 million from the prior year primarily driven by a decline in proceeds from investments of $344.0 million that was partially offset by increased net proceeds from the sale of operations of $124.7 million. Lower proceeds from investments were due to maturities in the prior year of short-term investments of the remaining net proceeds from the sale of Global Products, while higher net proceeds from the sale of operations was largely a result of completing a Refranchising Transaction in the first quarter of fiscal 2025 to sell 39 company-operated service center stores to a new franchisee. Further contributing to the increased use of investing cash flows year-over-year were higher capital expenditures of $7.3 million to support store growth and an increase in current year acquisition activity of $4.2 million.

Financing activities

The year-over-year decrease in cash flows used in financing activities of $568.8 million was substantially due to lower net repayments on borrowings of $430.0 million primarily driven by the prior year tender offer to purchase the outstanding 4.250% senior unsecured notes due 2030 with an aggregate principal amount of $600.0 million. Also contributing to this decrease was lower share repurchase activity of $151.8 million, partially offset by excise tax payments of $16.4 million that were largely due to share repurchases completed in fiscal 2023 under the modified “Dutch auction” tender offer subject to the 1% excise tax of the Inflation Reduction Act that became effective in calendar 2023.

Continuing operations free cash flow

The following table sets forth free cash flow and free cash flow excluding growth capital expenditures reconciled to cash flows from operating activities. As previously noted, these free cash flow measures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments. Refer to the “Use of Non-GAAP Measures” section included above in this Item 2 for additional information regarding these non-GAAP measures.

(In millions)

The increase in free cash flow from continuing operations over the prior year was due to by higher cash flows provided by operating activities as described above, partially offset by increased capital expenditures in the current period. The Company continues to focus the majority of its capital spend toward growth, which is expected to drive a high return on invested capital. The increase in capital expenditures over the prior year period was primarily driven by higher maintenance capital expenditures, principally attributed to facility and equipment expenditures due to the growing store count.

Debt

Approximately 49% of Valvoline's outstanding borrowings at June 30, 2025 had fixed interest rates, with the remainder bearing variable rates. As of June 30, 2025, Valvoline was in compliance with all covenants of its debt obligations and had borrowing capacity of $341.5 million remaining under its Revolver.

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for additional details regarding the Company’s debt instruments.

Share repurchases

In July 2024, the Board approved a share repurchase authorization of $400.0 million (the “2024 Share Repurchase Authorization), which has no expiration date. During the nine months ended June 30, 2025, the Company repurchased 1.6 million shares of its common stock for $59.8 million. As of June 30, 2025, $325.0 million remained available for repurchase under the 2024 Share Repurchase Authorization.

The timing and amount of any repurchases of common stock will be solely at the discretion of the Company and is subject to general business and market conditions, as well as other factors. The share repurchase authorization is part of a broader capital allocation framework to deliver value to shareholders by first, driving profitable growth in the business, organically and through acquisitions and franchise development; second, to remain within a ratings agency target adjusted EBITDA net leverage ratio of 2.5 to 3.5 times; and third, to continue returning excess capital to shareholders.

Valvoline announced in the second quarter of fiscal 2025 that it was pausing share repurchase activity to accelerate debt repayment in connection with a Term Loan B that will be issued and effective commensurate with closing the Breeze Autocare acquisition.

Summary

Valvoline had cash and cash equivalents of $68.3 million, total debt of $1,079.7 million, and total remaining borrowing capacity of $341.5 million as of June 30, 2025. Valvoline’s ability to continue to generate positive cash flows from operations is dependent on general economic conditions, the competitive environment in the industry, and is subject to the business and other risk factors described in Item 1A of Part I of the Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Management believes that the Company has sufficient liquidity based on its current cash, cash equivalents, cash generated from business operations and existing financing to meet its pension and other postretirement plan, debt servicing, tax-related and other material cash and operating requirements for the next twelve months.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and the impacts on Valvoline, refer to Note 1 in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

The Company’s critical accounting estimates are described in Item 7 of Part II in Valvoline’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Management reassessed the critical accounting estimates as disclosed in the Annual Report on Form 10-K, and determined there were no changes in the nine months ended June 30, 2025.

The Company’s market risks are discussed in Item 7A of Part II in Valvoline's Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Management reassessed the quantitative and qualitative market risk disclosures as described in the Annual Report on Form 10-K and determined there were no material changes to market risks in the nine months ended June 30, 2025.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to Valvoline’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Valvoline’s CEO and CFO, with the assistance of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”), and based upon such evaluation, have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level due to a material weakness in internal control over financial reporting as described below.

Notwithstanding the conclusion that disclosure controls and procedures were not effective as of June 30, 2025 due to the material weakness, management continued performing additional analyses and other procedures, including certain enhanced manual procedures and controls intended to ensure the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects. The material weakness did not result in any identified material misstatements in the current or prior period consolidated financial statements. Accordingly, the Company believes there are no material inaccuracies or omissions of material fact in its condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and that such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows as of and for each of the periods presented herein in accordance with U.S. GAAP.

Changes in Internal Control

Other than with respect to the remediation efforts discussed below, there have been no significant changes in Valvoline’s internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, Valvoline’s internal control over financial reporting.

Material Weakness in Internal Control over Financial Reporting

The sale of the former Global Products reportable segment on March 1, 2023 resulted in material changes in the Company’s internal control over financial reporting, including the implementation of a new enterprise resource planning system (“ERP”) on January 1, 2024. A material weakness in internal control over financial reporting was initially reported during the quarter ended March 31, 2024 due to the ERP implementation and the related ineffective information technology general controls (“ITGCs”) and design of certain business process controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company did not ensure adequate (a) user access controls for certain applications to ensure segregation of duties risks were addressed and that user and privileged access reviews were completed timely and sufficiently evidenced, (b) change management controls for certain applications, including sufficient documentation of effectiveness of underlying tools and evaluation of all potential risks, (c) evidence of the effectiveness of controls at its third party IT service organization hosting the ERP, and (d) design for certain business process controls (automated and manual), including those that are dependent on effective ITGCs. While significant progress has been made to address the control deficiencies and implement ITGC remedial procedures, as detailed further below, a material weakness continued to exist as of June 30, 2025.

Although management has performed procedures to gain comfort that the consolidated financial statements are fairly stated in all material respects, these control deficiencies aggregate to allow for the possibility that material misstatements could impact most financial statement accounts and disclosures that may not be prevented or detected. Accordingly, these control deficiencies aggregate within the control activities component of the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control - Integrated Framework and constitute a material weakness. The material weakness did not result in any identified material misstatements to the consolidated financial statements.

Remedial Measures

Management has been actively developing, executing, and enhancing its remedial efforts, which began during the quarter ended March 31, 2024 following the ERP implementation. The remedial efforts include the following:

• Established a plan to stabilize the ERP for the classes of transactions with inadequate initial system design, including the continued execution of manual control activities, analyses, and procedures to address the periods of time with systematic deficiencies;
• Retained the support of an outside consulting firm to enhance management’s remediation design and implementation efforts, including project management and advice regarding best practices for documentation, design and execution of ITGCs and related transactional-level business process controls;
• Enhanced the design of access controls, including reviews of ERP privileged access and segregation of duties in user provisioning to increase the rigor of review and centrally retain supporting evidence, and enhanced the reviews and documentation retained to support reviews of segregation of duties conflicts and user access within certain other relevant applications;
• Implemented effectively designed new ITGCs in connection with the go-live of the human resources information system (“HRIS”) during the second quarter of fiscal 2025, which replaced the tools previously in place to manage access and changes of the prior HRIS administered by a third party;
• Improved the consistency of reviewing the appropriateness of changes to the ERP environment for proper authorization, testing, and implementation by deploying a change management tool in the prior year to

centrally retain this evidence, and enhanced change management evidence and reviews for other relevant applications;

• Obtained and evaluated evidence of the continued operating effectiveness of controls for its primary ERP service organization as of and through the prior fiscal year end, which has been supplemented in the current year with timely documented assessments, the evaluation of certain additional service organizations that support the primary ERP, and the development of procedures to extend these assessments through fiscal year-end with sufficient risk-based evidence;
• Conducted end-to-end business process walkthroughs to identify the points in the process for each significant class of transactions where risks of material misstatement exist to validate the design and operational effectiveness of responsive controls, including application controls, such as system configuration, reports, automated jobs and interfaces. Based on these procedures, management is supplementing its review controls with certain pre-existing and new preventative transaction-level controls, enhanced documentation of the design of its control attributes, and current year walkthroughs to reassess effectiveness of its relevant end-to-end business processes and controls supported by the implementation of ITGC remediation.

Management believes the foregoing remedial efforts, which are in varying stages of implementation that are expected to be completed in fiscal 2025, will result in an appropriately designed control environment that addresses the material weakness. Following completion of the measures outlined above, remedial efforts will be complete upon management’s consistent control execution for a sufficient period of time. Management’s remediation will be subject to operational effectiveness testing and will be considered effective once sufficient testing with successful results is complete.

During the period covered by this report, there were no material changes to the Company’s risk factors previously disclosed in Item 1A of Part I in Valvoline’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.