vvv-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

(Mark one)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number 001-37884

VALVOLINE INC.

(Exact name of registrant as specified in its charter)


Kentucky			30-0939371
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100

Lexington, Kentucky 40509

(Address of principal executive offices) (Zip Code)

Telephone Number (859) 357-7777

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

At May 1, 2026, there were 127,536,079 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


			Page
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Condensed Consolidated Statements of Comprehensive Income			3

Condensed Consolidated Balance Sheets			4

Condensed Consolidated Statements of Cash Flows			5

Condensed Consolidated Statements of Stockholders' Equity			6

Notes to Condensed Consolidated Financial Statements			7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			31

ITEM 4. CONTROLS AND PROCEDURES			31

ITEM 5. OTHER INFORMATION			33

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			34

ITEM 1A. RISK FACTORS			34

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			34

ITEM 6. EXHIBITS			34

SIGNATURE			35

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Comprehensive Income


	Three months ended March 31				Six months ended March 31
(In millions, except per share amounts - unaudited)	2026		2025		2026		2025
Net revenues	$	503.8	$	403.2	$	965.6	$	817.5
Cost of sales	316.8		252.7		606.1		514.1
Gross profit	187.0		150.5		359.5		303.4

Selling, general and administrative expenses	98.7		83.6		205.5		164.0
Net legacy and separation-related expenses	0.9		0.8		6.1		1.2
Other loss (income), net	1.4		(0.8)		43.6		(72.5)
Operating income	86.0		66.9		104.3		210.7
Net pension and other postretirement plan income	(1.2)		(0.9)		(2.4)		(1.8)
Net interest and other financing expenses	27.7		16.9		53.2		34.4
Income before income taxes	59.5		50.9		53.5		178.1
Income tax expense	14.2		12.6		40.4		45.9
Income from continuing operations	45.3		38.3		13.1		132.2
Loss from discontinued operations, net of tax	(0.5)		(0.7)		(1.1)		(3.0)
Net income	$	44.8	$	37.6	$	12.0	$	129.2

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.35	$	0.30	$	0.10	$	1.03
Discontinued operations	—		(0.01)		(0.01)		(0.02)
Basic earnings per share	$	0.35	$	0.29	$	0.09	$	1.01

Diluted earnings (loss) per share
Continuing operations	$	0.35	$	0.30	$	0.10	$	1.02
Discontinued operations	—		(0.01)		(0.01)		(0.02)
Diluted earnings per share	$	0.35	$	0.29	$	0.09	$	1.00

Weighted average common shares outstanding
Basic	127.8		127.6		127.7		128.2
Diluted	128.4		128.2		128.3		128.9

Comprehensive income
Net income	$	44.8	$	37.6	$	12.0	$	129.2
Other comprehensive loss, net of tax
Currency translation adjustments	(1.7)		(0.1)		—		(6.6)
Amortization of pension and other postretirement plan prior service credits	(0.4)		(0.4)		(0.8)		(0.8)

Other comprehensive loss	(2.1)		(0.5)		(0.8)		(7.4)
Comprehensive income	$	42.7	$	37.1	$	11.2	$	121.8

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets


(In millions, except per share amounts - unaudited)	March 31 2026		September 30 2025
Assets
Current assets
Cash and cash equivalents	$	84.7	$	51.6
Receivables, net	92.6		89.6
Inventories, net	47.6		42.6
Prepaid expenses and other current assets	47.4		59.9


Total current assets	272.3		243.7
Noncurrent assets
Property, plant and equipment, net	1,246.4		1,134.6
Operating lease assets	395.3		331.8
Goodwill and intangibles, net	1,280.2		740.5

Other noncurrent assets	226.9		219.8

Total noncurrent assets	3,148.8		2,426.7
Total assets	$	3,421.1	$	2,670.4

Liabilities and Stockholders’ Equity
Current liabilities

Current portion of long-term debt	$	31.2	$	23.8
Trade and other payables	112.7		118.9
Accrued expenses and other liabilities	227.4		204.7

Total current liabilities	371.3		347.4
Noncurrent liabilities
Long-term debt	1,626.5		1,050.2
Employee benefit obligations	180.0		187.5
Operating lease liabilities	371.0		315.3

Other noncurrent liabilities	519.2		431.5

Total noncurrent liabilities	2,696.7		1,984.5
Commitments and contingencies
Stockholders' equity
Preferred stock, no par value, 40.0 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share, 400.0 shares authorized; 127.5 and 127.1 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively	1.3		1.3
Paid-in capital	61.8		58.4
Retained earnings	285.6		273.6


Accumulated other comprehensive income	4.4		5.2
Stockholders' equity	353.1		338.5
Total liabilities and stockholders’ equity	$	3,421.1	$	2,670.4

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Cash Flows


	Six months ended March 31
(In millions - unaudited)	2026		2025
Cash flows from operating activities
Net income	$	12.0	$	129.2
Adjustments to reconcile net income to cash flows from operating activities:
Loss from discontinued operations	1.1		3.0

Loss (gain) on sale of operations	43.6		(71.7)
Depreciation and amortization	71.1		56.4
Deferred income taxes	0.1		—


Stock-based compensation expense	5.9		4.6
Other, net	4.0		1.0
Change in operating assets and liabilities
Receivables	12.6		(2.5)
Inventories	(1.5)		(4.0)
Payables and accrued liabilities	(18.4)		(22.6)
Other assets and liabilities	29.7		(0.2)
Operating cash flows from continuing operations	160.2		93.2
Operating cash flows from discontinued operations	—		(4.8)
Total cash provided by operating activities	160.2		88.4
Cash flows from investing activities
Additions to property, plant and equipment	(115.2)		(105.4)
Acquisitions, net of cash acquired	(644.1)		(9.6)
Proceeds from sale of operations	63.6		121.0


Purchases of investments	(4.5)		(4.5)
Proceeds from investments	—		6.0
Other investing activities, net	0.8		2.8


Total cash (used in) provided by investing activities	(699.4)		10.3
Cash flows from financing activities
Proceeds from borrowings	755.0		75.0
Payments of debt issuance costs and discounts	(13.7)		(1.6)
Repayments on borrowings	(158.7)		(91.9)

Repurchases of common stock, including excise taxes of $16.4 in fiscal 2025	—		(76.8)


Other financing activities, net	(10.3)		(9.1)


Total cash provided by (used in) financing activities	572.3		(104.4)
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	—		(0.7)
Increase (decrease) in cash, cash equivalents and restricted cash	33.1		(6.4)
Cash, cash equivalents and restricted cash - beginning of period	51.6		68.7
Cash, cash equivalents and restricted cash - end of period	$	84.7	$	62.3

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

Six months ended March 31, 2026

(In millions, except per share amounts - unaudited)

Common stock

Paid-in capital

Retained earnings

Accumulated other comprehensive income

Totals

SEC Form 10-Q filed by Valvoline Inc.