Valvoline : Proxy Statement

Notice of 2023 Annual Meeting

& Proxy Statement

100 Valvoline Way

Lexington, KY 40509

December 16, 2022

Dear Valvoline Inc. Shareholder:

On behalf of our Board of Directors and management, we cordially invite you to attend the 2023 Annual

Meeting of Shareholders of Valvoline Inc. The meeting will be held on Thursday, January 26, 2023, at 8:00 a.m. (ET), at Valvoline's principal office, 100 Valvoline Way, Lexington, KY 40509.

We are pleased to provide access to our proxy materials via the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials ("Notice") instead of a paper copy of this Proxy Statement, a proxy card and our 2022 Annual Report. The Notice contains instructions on how to access those documents over the Internet, as well as instructions on how to request a paper copy of our proxy materials. All shareholders who do not receive a Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail. We believe that this approach provides a convenient way for you to access our proxy materials and vote your shares, while reducing the costs of printing and distributing our proxy materials and conserving natural resources.

The attached Notice of Annual Meeting and Proxy Statement describe the business to be conducted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. We encourage you to promptly vote and submit your proxy by telephone or over the Internet by following the instructions on the Notice or, if you received paper copies of the proxy materials, you may also vote by following the instructions on the proxy card and completing, signing, dating and returning it in the pre-addressedpostage-paid envelope provided for your convenience. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy.

We appreciate your continued confidence in Valvoline and look forward to seeing you at the meeting.

Sincerely,

Samuel J. Mitchell, Jr.	Richard J. Freeland
Chief Executive Officer	Chairman of the Board

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Notice of Annual Meeting of Shareholders

Date

Thursday, January 26, 2023

Time

8:00 a.m. (ET)

Place

Valvoline Inc.

100 Valvoline Way

Lexington, KY 40509

Record Date

November 30, 2022

You can vote one of the following ways

Internet

Visit the website listed on your proxy card to vote

VIA THE INTERNET

Agenda

• Election of eight members of our Board of Directors;

• Ratification of the appointment of our independent registered public accounting firm;

• Non-bindingadvisory resolution approving our executive compensation;

• Non-bindingadvisory vote on the frequency of shareholder advisory votes on our executive compensation; and

• Consideration and transaction of any other business properly brought before the meeting.

To Our Shareholders:

Your vote is very important. Please submit your vote as soon as possible. Follow voting instructions in your proxy materials when voting by telephone, over the Internet or by mail. Submitting your proxy by one of these methods ensures your representation at the Annual Meeting regardless of whether you attend.

Only shareholders of record at the close of business on November 30, 2022, are entitled to notice of, and to vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

Telephone

Call the telephone number specified on your proxy card to vote	Julie M. O'Daniel
Senior Vice President, Chief Legal Officer
BY TELEPHONE
and Corporate Secretary
Mail	Lexington, Kentucky
December 16, 2022

Sign, date and return your proxy card

in the enclosed envelope to vote

BY MAIL

In Person

Attend the Annual Meeting to vote

IN PERSON

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JANUARY 26, 2023.

This Proxy Statement and our 2022 Annual Report to Shareholders are available at

http://investors.valvoline.com/financial-reports/proxy.

PROXY STATEMENT