VALVOLINE INC
For the period ended Jun 30, 2026. Filed Aug 5, 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.
Jun 30, 2026 · Filed Aug 5, 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 2026-03-31; filed 2026-05-07.
0001674910-26-000045
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001674910-26-000066
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 39 current paragraphs.
30 unchanged; 7 reworded; 2 added; 1 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 (2)
Current report
THIRD FISCAL QUARTER 2026 OVERVIEW
Current report
•During the quarter, the lubricant cost environment became more dynamic as industry supply conditions tightened for certain lubricant products. The Company leveraged its scale, supplier relationships and pricing actions to maintain product availability and support profitability throughout the quarter. While lubricant costs increased as the quarter progressed and are expected to remain elevated in the near term, management continues to actively manage the environment through pricing, procurement and operational initiatives.
Removed paragraphs (1)
Previous report
SECOND FISCAL QUARTER 2026 OVERVIEW
Reworded paragraphs (7)
Previous 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 more than 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.
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 2,500 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
Immediately following the acquisition, 45 of the acquired Breeze stores were sold in accordance with the Federal Trade Commission (“FTC”) Decision and Order that required the disposal of certain acquired locations for the Company to receive regulatory clearance to close the Breeze acquisition. The fair value of the net assets divested 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 six months ended March 31, 2026.
Current wording
Immediately following the acquisition, 45 of the acquired Breeze stores were sold in accordance with the Federal Trade Commission (“FTC”) Decision and Order that required the disposal of certain acquired locations for the Company to receive regulatory clearance to close the Breeze acquisition. The fair value of the net assets divested was $90.0 million. As a result, the Company recognized a $57.9 million pre-tax loss on sale within Other (income) loss, net in the Condensed Consolidated Statement of Comprehensive Income for the nine months ended June 30, 2026.
Previous 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 $74.2 million within Other loss (income), net in the Condensed Consolidated Statements of Comprehensive Income related to these transactions during the six months ended March 31, 2026 and 2025, 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.
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 $14.3 million and $74.3 million within Other (income) loss, net in the Condensed Consolidated Statements of Comprehensive Income related to these transactions during the nine months ended June 30, 2026 and 2025, 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 second fiscal quarter of 2026, 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 2026, each of which is discussed more fully in this Quarterly Report on Form 10-Q:
Previous wording
•Net revenues grew 25% compared to the prior year period, primarily driven by network expansion of 331 net store additions, including the impact of acquisitions and dispositions. The increase was further supported by system-wide same-store sales ("SSS") growth of 8.2%, as well as favorable service mix and pricing.
Current wording
•Net revenues grew 24% compared to the prior year period, primarily driven by network expansion of 332 net store additions, including the impact of acquisitions and dispositions. The increase was further supported by system-wide same-store sales ("SSS") growth of 8.0%, as well as favorable pricing and service mix. These increases were partially offset by a $3.8 million decrease related to dispositions.
Previous wording
•Income from continuing operations grew 18% to $45.3 million and Diluted earnings per share increased 17% to $0.35 compared to the prior year period. The increase was primarily driven by profit expansion from operations, partially offset by investments in Selling, general, and administrative expenses and increased interest expense associated with the Term Loan B.
Current wording
•Income from continuing operations grew 14% to $65.0 million and Diluted earnings per share increased 16% to $0.51 compared to the prior year period. The increase was primarily driven by strong revenue growth and higher gross profit, partially offset by higher Selling, general, and administrative expenses and increased interest expense associated with the Term Loan B.
Previous wording
•Adjusted EBITDA increased 28% over the prior year period due to strong operational performance, including improvements in mix and pricing, along with contributions from network growth. This increase more than offset the impacts of dispositions and higher Selling, general, and administrative expenses to support growth.
Current wording
•Adjusted EBITDA increased 25% over the prior year period primarily driven by gross profit growth and strong revenue performance, including higher volumes, favorable pricing and service mix, as well as contributions from the Breeze acquisition. These increases more than offset the impacts from dispositions and higher selling, general, and administrative expenses.