Every material Form 8-K Valvoline has filed with the SEC since May 08, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On August 24, 2026, Valvoline closed a $600 million offering of 6.125% senior notes maturing August 15, 2034, and plans to use the proceeds mainly to repay its senior secured term loan A in full and partly repay term loan B. The same day, it amended its credit agreement to raise the revolving credit facility from $475 million to $600 million, extend its maturity five years from August 24, 2026, and raise the maximum consolidated net leverage covenant from 4.50:1.00 to 5.00:1.00, stepping down later. The filing shows more borrowing capacity and covenant room for Valvoline, alongside new long-term debt.
$600 million of 6.125% senior notes due August 15, 2034, closed August 24, 2026; trustee is U.S. Bank Trust Company, National Association
Net proceeds intended to repay term loan A in full, partly repay term loan B, and pay fees and expenses
Revolving credit facility increased from $475 million to $600 million, with pricing reduced and maturity extended
Maximum consolidated net leverage covenant raised from 4.50:1.00 to 5.00:1.00, stepping down to 4.75:1.00 and 4.50:1.00 in years three and four
Valvoline reported third quarter results for the period ended June 30, 2026, with net revenues of $544.6 million, up 24%, and diluted EPS of $0.51, up 16%. The company raised its full-year system-wide same-store sales growth outlook to 7.5%-8% from 5%-6.5%, and narrowed its adjusted EPS outlook to $1.70-$1.75, which improves the bottom of the prior range. Management credited pricing actions while noting increased finished lubricant costs.
Q3 net revenues of $544.6 million, up 24%; diluted EPS of $0.51, up 16%; adjusted EPS of $0.57, up 21%
Full-year system-wide same-store sales growth outlook raised to 7.5%-8% from 5%-6.5%
Adjusted EBITDA outlook raised to $550-$560 million from $540-$560 million; net revenues outlook raised to $2.05-$2.1 billion from $2.0-$2.1 billion
Cash of $84 million and total debt of $1.6 billion at June 30, 2026, after a $50 million voluntary Term Loan A prepayment
Valvoline's board elected two new non-employee directors, Katherine Fogertey and Scott Mezvinsky, effective July 22, 2026. The filing describes their compensation and committee assignments, and it reports no related-party transactions that require disclosure.
Fogertey joins the Audit Committee and Mezvinsky joins the Governance & Nominating Committee.
Each director receives a $100,000 annual cash retainer and a pro-rated equity award with a grant date value of $70,644, granted July 22, 2026.
The restricted stock units fully vest on July 22, 2027, subject to continued board service.
On June 30, 2026, Valvoline entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement, refinancing all outstanding Term B Loans into new Refinanced Term B Loans with an aggregate principal of $738,150,000. The filing says the principal amount is unchanged after the amendment, and the pricing changed to adjusted term SOFR plus 1.75% or base rate plus 0.75%, with the maturity date unchanged.
Aggregate principal of Refinanced Term B Loans is $738,150,000, unchanged from immediately before the amendment
Term SOFR borrowings priced at adjusted term SOFR plus 1.75%; base rate borrowings at base rate plus 0.75%
Quarterly amortization of 0.25% begins September 30, 2026; maturity remains seven years after December 1, 2025
A 1.00% prepayment premium applies to certain repricing transactions in the six months after June 30, 2026
Valvoline reported second-quarter fiscal 2026 results for the quarter ended March 31, 2026, with net revenues of $503.8 million, up 25%, and adjusted EBITDA of $133.6 million, up 28%. The company raised its full-year adjusted EBITDA and adjusted EPS guidance and now expects system-wide same-store sales growth of 5% to 6.5%. For shareholders, reported six-month income from continuing operations fell to $13.1 million from $132.2 million, reflecting investment and divestiture-related costs, although the outlook improved.
Q2 net revenues of $503.8 million rose 25%; system-wide same-store sales grew 8.2%.
Q2 adjusted EPS of $0.41 rose 21%; reported diluted EPS of $0.35 rose 17%.
Fiscal 2026 adjusted EBITDA guidance raised to $540 million-$560 million from $525 million-$550 million; adjusted EPS guidance raised to $1.65-$1.75 from $1.60-$1.70.
Six-month reported income from continuing operations was $13.1 million, versus $132.2 million a year earlier.
Valvoline appointed Jordan M. Denny, age 36, as Chief Accounting Officer and Controller effective March 6, 2026, succeeding Dione R. Sturgeon, who moved to Vice President, Treasurer and Tax. Denny previously served as Vice President, Corporate Development, Investor Relations & Treasurer, and the filing describes a routine finance leadership change with no reported transactions or family relationships requiring disclosure.
Jordan M. Denny appointed Chief Accounting Officer and Controller effective March 6, 2026
Succeeds Dione R. Sturgeon, who became Vice President, Treasurer and Tax
Annual base salary of $319,520 with a target incentive of 40% of base salary
Fiscal 2026 equity grant of $125,000, split 50% time-based restricted stock units and 50% performance stock units
Valvoline reported first-quarter results for the period ended December 31, 2025, with revenue up 11% to $462 million and system-wide same store sales up 5.8%. The company posted a loss from continuing operations of $32 million, or $0.25 per diluted share, which it attributed mainly to an FTC-required divestiture of certain Breeze stores, compared with income of $0.73 per share a year earlier. Adjusted EPS rose 16% to $0.37, but shareholders face a reported loss and total debt of $1.7 billion after the Breeze acquisition.
Net revenues were $461.8 million, up 11% from $414.3 million a year earlier.
Loss from continuing operations was $32.2 million, or $(0.25) per diluted share, versus income of $93.9 million, or $0.73 per share, in the prior-year quarter.
Adjusted EPS was $0.37, up 16%; adjusted EBITDA was $117.4 million, up 14%.
Total debt was $1.7 billion at December 31, 2025, including a newly issued Term Loan B tied to the Breeze acquisition; the filing gives no updated guidance.
At its January 28, 2026 annual meeting, Valvoline shareholders approved the 2026 Omnibus Incentive Plan, which replaces the 2016 Incentive Plan, and elected all nine director nominees to one-year terms. Shareholders also ratified Ernst & Young LLP as the independent auditor for fiscal 2026 and approved the non-binding executive compensation vote, so the filing reports routine governance outcomes without a change in company direction.
Incentive plan approved: 98,126,370 for, 12,583,171 against, 328,917 abstain
All nine director nominees elected to one-year terms, including Chris Carr and Jennifer L. Slater
Ernst & Young LLP ratified as fiscal 2026 auditor: 116,430,634 for, 694,244 against
Shares represented: 117,276,828, or 92.2% of the 127,241,976 eligible shares
Valvoline disclosed that Mary E. Meixelsperger, a Senior Vice President, retired effective December 29, 2025. She had served as Chief Financial Officer from June 2016 through May 19, 2025, and the filing does not name a successor or describe any change to financial results.
Mary E. Meixelsperger retired effective December 29, 2025.
She served as Chief Financial Officer from June 2016 through May 19, 2025.
The filing does not name a replacement or describe a compensation arrangement.
Valvoline completed its acquisition of OC IntermediateCo, which owns the Breeze Autocare business and Oil Changers stores, on December 1, 2025. The net purchase price was $593 million, subject to adjustments, and was funded by a new $740 million senior secured term loan B that matures on the seventh anniversary of the closing date. The company must also divest 45 Breeze Autocare stores, as required by the Federal Trade Commission, and the filing does not report earnings or updated guidance.
Acquisition closed December 1, 2025; net purchase price of $593 million, subject to closing and working capital adjustments
$740 million incremental term loan B; interest at adjusted term SOFR plus 2.000% or alternate base rate plus 1.000%
45 Breeze Autocare stores sold to Main Street Auto Express Oil, LLC, as required by an FTC Decision and Order
Valvoline said directors Mary J. Twinem and Vada O. Manager will retire from the Board at the 2026 Annual Meeting of Shareholders, and the Board has nominated Janet Wong and Chris Carr to stand for election at that meeting. Wong is set to replace Twinem as Audit Committee Chair after her election in January, which changes who leads a key board committee.
Twinem and Manager notified the Board on November 13, 2025, of their intention to retire, effective at the 2026 Annual Meeting
The Board nominated Janet Wong and Chris Carr for election at the 2026 Annual Meeting; the announcement was made November 19, 2025
Janet Wong will replace Mary Twinem as Audit Committee Chair after her election in January
Twinem chaired the Audit Committee and Manager chaired the Governance and Nominating Committee; the company said their retirements did not result from any disagreement
Valvoline reported fourth-quarter and fiscal 2025 results, with Q4 net revenues up 4% to $453.8 million but reported diluted EPS down 71% to $0.20. The company said it expects to close the $593 million Breeze Autocare acquisition on December 1, 2025, funded by a new $740 million Term Loan B, and gave fiscal 2026 adjusted EPS guidance of $1.60 to $1.70.
Q4 net revenues $453.8 million, up 4%; system-wide same-store sales up 6.0%
Q4 income from continuing operations $25.6 million, down 71%; adjusted EPS $0.45, down 2%
Fiscal 2026 outlook includes Breeze: net revenues $2.0 to $2.1 billion, adjusted EBITDA $525 to $550 million, adjusted EPS $1.60 to $1.70
Breeze deal: $593 million net purchase price, closing planned December 1, 2025; Investor Update scheduled December 11, 2025
Valvoline amended its merger agreement to acquire the Breeze Autocare business, which operates Oil Changers quick lube stores, to give more time while the FTC reviews the deal. The termination date now runs to the later of November 15, 2025 or the closing date, provided closing conditions are met by that date. The filing does not give a new closing timeline beyond this, so shareholders should note that the deal remains subject to the FTC process.
First Amendment to the Merger Agreement dated August 11, 2025, extends the Termination Date.
New Termination Date is the later of November 15, 2025 or the closing date, if closing conditions are met by November 15, 2025.
The FTC issued a Second Request on April 9, 2025, and Valvoline says it continues constructive talks with the FTC.
Valvoline reported fiscal third-quarter results for the period ended June 30, 2025, with net revenues of $439 million, up 4%, and diluted EPS of $0.44, up 19%. The company narrowed its full-year fiscal 2025 outlook, raising the low end of its adjusted EBITDA and adjusted EPS ranges and setting share repurchases at $60 million.
Q3 net revenues of $439 million grew 4%; adjusted EPS of $0.47 grew 4%; adjusted EBITDA of $129.5 million grew 5%
System-wide same-store sales grew 4.9%, and the company added 46 stores in the quarter to reach 2,124
Fiscal 2025 adjusted EBITDA outlook narrowed to $460 million to $470 million from $450 million to $470 million
Fiscal 2025 adjusted EPS outlook narrowed to $1.59 to $1.64 from $1.57 to $1.67; share repurchases set at $60 million
Valvoline reported fiscal second-quarter sales of $403 million, up 4%, while reported earnings per diluted share fell 9% to $0.30 and income from continuing operations fell 12% to $38 million. The company reiterated its fiscal 2025 guidance and said it named J. Kevin Willis as Chief Financial Officer, effective May 19, 2025, which shareholders may watch as the finance leadership changes.
Net revenues of $403.2 million rose 4% (11% excluding the impact of refranchising); reported EPS of $0.30 fell 9%
Adjusted EPS of $0.34 decreased 8%; adjusted EBITDA of $104 million declined 1%
Company reiterated fiscal 2025 guidance, including a target of 160 to 185 new store additions
J. Kevin Willis to become CFO effective May 19, 2025, with a base salary of $650,000; he succeeds Mary Meixelsperger, who is retiring
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