VALVOLINE INC

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to Valvoline’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

The Company completed the acquisition of Breeze on December 1, 2025 as described herein in Note 3 of the Notes to Condensed Consolidated Financial Statements. The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal control over financial reporting of Breeze. This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition. Breeze represented approximately 3% of net revenues for the three months ended December 31, 2025. Total assets of the acquired business as of December 31, 2025 represented approximately 22% of total consolidated assets, consisting principally of acquired intangible assets, including goodwill.

Valvoline’s CEO and CFO, with the assistance of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”), and based upon such evaluation, have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level due to a material weakness in internal control over financial reporting as described below.

Notwithstanding the conclusion that disclosure controls and procedures were not effective as of December 31, 2025 due to the material weakness, management continued performing additional analyses and other procedures, including certain enhanced manual procedures and controls intended to ensure the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects. The material weakness did not result in any identified material misstatements in the current or prior period consolidated financial statements. Accordingly, the Company believes there are no material inaccuracies or omissions of material fact in its condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and that such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows as of and for each of the periods presented herein in accordance with U.S. GAAP.

Changes in internal control over financial reporting

As a result of the Breeze acquisition, the Company has incorporated internal controls over significant processes specific to the acquisition that management believes are appropriate and necessary in consideration of the level of related integration. As the post-closing integration continues, the Company will continue to evaluate the internal controls and processes of Breeze and implement changes, where necessary. The Company anticipates a scope exception that excludes the acquired Breeze business from its evaluation of internal control over financial reporting as of September 30, 2026 as permitted by the SEC guidance for newly acquired businesses.

Other than as described above with respect to the Breeze acquisition and the remediation efforts discussed below, there have been no significant changes in Valvoline’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, Valvoline’s internal control over financial reporting.

Material Weakness in Internal Control over Financial Reporting

The sale of the former Global Products reportable segment on March 1, 2023 resulted in material changes in the Company’s internal control over financial reporting, including the implementation of a new enterprise resource planning system (“ERP”) on January 1, 2024. A material weakness in internal control over financial reporting was initially reported during the quarter ended March 31, 2024 due to the ERP implementation and the aggregation of related deficiencies due to ineffective information technology general controls (“ITGCs”) and the design of certain business process controls. While management has made substantial progress with its planned remedial measures, including remediation of the ITGC deficiencies that contributed to the previously reported material weakness as of September 30, 2025, the material weakness continued to exist with respect to the aggregation of deficiencies in the design of business process controls, as of December 31, 2025.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Although management has performed procedures to gain comfort that the condensed consolidated financial statements are fairly stated in all material respects, these control deficiencies aggregate to allow for the possibility that material misstatements could impact most financial statement accounts and disclosures that may not be prevented or detected in a timely manner. Accordingly, these control deficiencies aggregate within the control activities component of the COSO framework and constitute a material weakness. The material weakness did not result in any identified material misstatements to the condensed consolidated financial statements.

Remedial measures

Management has been actively developing, executing, and enhancing its remedial efforts, subject to the oversight of the Audit Committee of the Board of Directors, which began during the quarter ended March 31, 2024 following the ERP implementation. The remedial efforts undertaken to-date related to the remaining aggregated deficiencies in the design of business process controls included the following:

•Continued execution of manual control activities, analyses, and procedures, which were enhanced by the remediation of ITGCs, to address certain business process control deficiencies primarily attributed to the inadequate initial ERP system design;

•Continuation of support from an outside consulting firm to enhance management’s remediation design and implementation efforts, including project management and advice regarding best practices for documentation, design and execution of related transactional level business process controls;

•Employing a risk-based approach to prioritize business process control design and documentation that mitigates significant financial statement risk, including inventory and revenue controls;

•Training relevant personnel to enhance rigor and documentation supporting the design and execution of business process controls;

•Establishing a controls governance committee to oversee the completion of remedial measures;

•Hiring additional personnel with internal control expertise and experience; and

•Supplementing review controls with certain pre-existing and new preventative transaction-level controls, enhancing documentation of the design of key control attributes, and conducting walkthroughs to identify the points in the process for significant classes of transactions where reasonably possible risks of material misstatement exist to validate the design effectiveness of responsive controls.

Substantial progress towards the remediation of the material weakness has been made through the remediation of the ITGC deficiencies in fiscal 2025 and the continued efforts to enhance business process controls. Remediation of the business process control design deficiencies that aggregate to the material weakness will conclude once the controls and related documentation are consistently executed for a sufficient period of time and are determined to be effective, through formal testing, which is expected to be completed in fiscal 2026.