VALVOLINE INC
For the period ended Dec 31, 2025. Filed Feb 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 4, 2026
VVV$34.81-2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001674910-25-000119
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-04.
0001674910-26-000015
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 38 previous paragraphs and 37 current paragraphs.
22 unchanged; 9 reworded; 6 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
•Delivering sustainable network growth with company-operated store expansion and accelerating the momentum of franchisee store growth; and
Current report
On December 1, 2025, the Company acquired 100% of the equity interests in Breeze Autocare (“Breeze”) for total cash consideration of $638.7 million, subject to certain customary post-closing adjustments. Breeze is a provider of automotive quick lube and other preventive maintenance services operating predominantly under the Oil Changers SM brand with stores in California, Texas, and the Midwest. The acquisition initially included 204 service center stores and aligns with the Company’s strategy to expand the store network in key markets. The Company funded the Breeze acquisition with an amendment to its Senior Credit Agreement to add a seven-year $740.0 million term loan facility (the “Term Loan B”) commensurate with the closing of the transaction with excess proceeds used to pay down outstanding debt.
Current report
Immediately following the acquisition, 45 of the acquired Breeze stores were sold in accordance with the Federal Trade Commission Decision and Order that required the disposal of certain acquired locations to receive clearance to close the acquisition of Breeze. The fair value of the net assets divested, including allocated goodwill, was $90.0 million. As a result, the Company recognized a $57.9 million pre-tax loss on sale within Other loss (income), net in the Condensed Consolidated Statement of Comprehensive Income for the three months ended December 31, 2025.
Current report
Dispositions
Current report
FIRST FISCAL QUARTER 2026 OVERVIEW
Current report
•The Loss from continuing operations in the three months ended December 31, 2025 was $32.2 million and Diluted loss per share was $0.25 primarily driven by the pre-tax loss of $57.9 million on the Federal Trade Commission (“FTC”) required sale of 45 acquired Breeze stores following the acquisition close.
Removed paragraphs (7)
Previous report
•Aggressively growing the retail footprint with company-operated store growth and an increased emphasis on franchisee store growth; and
Previous report
Refranchising
Previous report
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 report
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 report
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.
Previous report
THIRD FISCAL QUARTER 2025 OVERVIEW
Previous report
•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.
Reworded paragraphs (9)
Previous wording
Certain statements in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed transaction to acquire Breeze Autocare, including its Oil Changers stores, the expected timetable for obtaining regulatory approval and completing the proposed transaction, and the benefits and synergies of the proposed transaction; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, accelerating network growth and innovating to meet the needs of customers and the evolving car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” in this Quarterly Report on Form 10-Q and Valvoline’s most recently filed Annual Report on Form 10-K. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.
Current wording
Certain statements in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the acquisition of Breeze Autocare, including its Oil Changers stores, and the integration of the Breeze Autocare business and the anticipated benefits and synergies of the acquisition; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, delivering sustainable network growth and innovating to meet the changing needs of customers and the car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” in this Quarterly Report on Form 10-Q and Valvoline’s most recently filed Annual Report on Form 10-K. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.
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 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.
Current wording
As the quick, easy, trusted leader in automotive preventive maintenance, Valvoline Inc. (“Valvoline” or the “Company”) is creating shareholder value by driving the full potential of its core business, delivering sustainable network growth, and continuing to innovate to meet the evolving needs of customers and the car parc. With average customer ratings that indicate high levels of service satisfaction, Valvoline and the Company’s franchise partners simplify vehicle care so customers can do what drives them. This includes approximately 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 2,400 service center locations through its Valvoline Instant Oil Change SM (“VIOC”), Valvoline Great Canadian Oil Change, and Oil Changers SM retail locations and supports over 240 locations through its Express Care TM platform.
Previous wording
•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;
Current wording
•Driving the full potential of the core business through strategic reinvestment and improving operational efficiency in existing stores by building on Valvoline’s strong foundation in marketing, technology, and data insights;
Previous wording
•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.
Current wording
•Innovating to meet the changing needs of customers and the car parc, targeting customer and service expansion with a focus on fleet business, and driving non-oil change service penetration.
Previous wording
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.
Current wording
Valvoline completed the sale of 10 company-operated service center stores to a franchisee during the first fiscal quarter of 2026 and completed the sale of 39 company-operated service center stores to a new franchisee during the first fiscal quarter of 2025. Valvoline recognized pre-tax gains on sale of $14.8 million and $73.9 million within Other loss (income), net in the Condensed Consolidated Statements of Comprehensive Income related to these transactions during the three months ended December 31, 2025 and 2024, respectively. These transactions, together with executed development agreements are expected to provide significant growth in the respective markets and deliver long-term value to shareholders. The impact of these dispositions on year-over-year comparability of financial results is discussed further herein.
Previous 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:
Current wording
The following were the significant events for the first fiscal quarter of 2026, 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 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.
Current wording
•Valvoline’s net revenues grew 11% over the prior year period driven by continued network expansion of 335 net store additions to the system led by the Breeze acquisition. System-wide same-store sales ("SSS") growth of 5.8%, along with improvements in service mix and pricing, also contributed to the increase. These favorable impacts were moderated by a $16.1 million decrease in net revenues due to dispositions.
Previous wording
•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.
Current wording
•Adjusted EBITDA increased 14% over the prior year period driven by strong operational performance with improvements in service mix and pricing, along with contributions from network growth, including the Breeze acquisition, which combined to more than offset impacts of store dispositions and growth investments in Selling, general and administrative expenses.
Previous wording
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 Change SM (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.
Current wording
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. SSS is defined as net revenues of U.S. Valvoline Instant Oil Change SM (VIOCSM) system-wide stores that have been in operation for at least 12 full months within the system, and beginning in fiscal 2026, mobile service net revenues in markets that leverage store marketing channels.