Every material Form 8-K Valvoline filed with the SEC in 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.
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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Valvoline filing is on SEC EDGAR ↗. 8-K briefs of other companies →