VALVOLINE INC

Previous wording

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 approximately 2,100 service center locations through its Valvoline Instant Oil Change SM (VIOCSM) and Great Canadian Oil Change retail locations and supports over 260 locations through its Express Care TM platform.

Current wording

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 Change SM (VIOCSM) and Great Canadian Oil Change retail locations and supports 250 locations through its Express Care TM platform.

Previous wording

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 nearly 200 stores across 17 states, 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 acquisition.

Current wording

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.

Previous wording

On April 9, 2025, Valvoline and Greenbriar each received a 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.

Current wording

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.

Previous wording

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

Current wording

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:

Previous wording

•Valvoline’s net revenues grew 4% over the prior year period driven by system-wide same-store sales ("SSS") growth of 5.8% and the addition of 150 net store additions to the system from the prior year. Revenue growth was moderated by a $25.7 million decrease due to refranchising transactions.

Current wording

•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.

Previous wording

•Income from continuing operations declined 12% to $38.3 million and diluted earnings per share decreased 9% to $0.30 in the three months ended March 31, 2025 compared to the prior year period. These year-over-year declines were driven by increased investments in selling, general, and administrative expenses and the impact from refranchising transactions that more than offset the benefits from gross profit expansion and favorable recurring pension and other postretirement activity.

Current wording

•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.