Valvoline Inc. Reports Fourth Quarter and Fiscal Year 2025 Results

November 19, 2025

Sales of $1.7 billion and delivers 19th consecutive year of system-wide SSS growth; Plans to close the Breeze acquisition and host an Investor Update in December

LEXINGTON, Ky.–(BUSINESS WIRE)–Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its fourth quarter and fiscal year ended September 30, 2025. All comparisons in this press release are made to the same prior-year period unless otherwise noted.

“Fiscal 2025 was another year of compelling growth and delivery of our financial targets. We continue to advance our strategic priorities and create long-term value for our shareholders,” said Lori Flees, President and CEO.

“As we wrap-up this fiscal year, I want to thank our franchise partners and our team of over 11,000. Their dedication to delivering a quick, easy, and trusted experience to our guests remains a key driver of our growth. We are well positioned as we enter fiscal 2026 to deliver strong top- and bottom-line growth.” Flees added, “We are pleased to have received FTC approval on our purchase of Breeze Autocare. We expect to close the transaction on December 1st and look forward to welcoming the Breeze team to Valvoline.”

Continuing Operations – Operating Results

Fiscal year highlights

Sales of $1.7 billion grew 6%, 12% considering the impact of Refranchising¹
System-wide store sales grew 11% and system-wide same-store sales (SSS) increased 6.1%
Store count increased 8% YoY, bringing the system-wide total to 2,180
Reported income from continuing operations of $215 million was flat, while earnings per diluted share (EPS) of $1.67 increased 2%
Adjusted EBITDA of $467 million increased 6%, 11% considering the impact of Refranchising¹; adjusted EPS of $1.59 increased 1%, 8% considering the impact of Refranchising¹
Returned $60 million in cash to shareholders via share repurchases

____________________

¹Refer to the definition of Refranchising below.

Fourth quarter summary

Sales of $454 million grew 4%, 10% considering the impact of Refranchising¹
System-wide store sales increased 11% to $918 million and system-wide SSS grew 6.0%
Reported income from continuing operations of $26 million declined 71% and earnings per diluted share (EPS) of $0.20 decreased 71%
Adjusted EBITDA of $130 million increased 5%, 9% considering the impact of Refranchising¹; adjusted EPS of $0.45 decreased 2%
System-wide net store additions in the quarter totaled 56

Balance Sheet and Cash Flow

Cash and cash equivalents balance of $52 million; total debt of $1.1 billion
Full-year operating cash flow from continuing operations of $307 million and free cash flow of $48 million

Breeze Autocare Acquisition

Received clearance from the Federal Trade Commission to close the previously announced acquisition of Breeze Autocare
Plan to close transaction on December 1, 2025
Will acquire net 162 stores after 45 stores are divested to Mainstreet Auto, LLC at a net purchase price of $593 million, subject to adjustments for (i) store acquisitions and sale-leaseback transactions completed by Breeze since signing and (ii) customary closing adjustments
Will be funded with a newly issued $740 million Term Loan B

Fiscal Year 2026 Outlook

Information regarding the Company’s outlook for fiscal 2026 is provided in the table below and includes the Breeze acquisition:

	Fiscal 2026 Outlook
System-wide SSS growth¹	4% – 6%
System-wide store additions¹	330 – 360
Net revenues	$2.0 – $2.1 billion
Adjusted EBITDA¹	$525 – $550 million
Adjusted EPS¹	$1.60 – $1.70
Capital expenditures	$250 – $280 million

¹ Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.

Valvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP financial measures that are expected to be impacted by items affecting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to the comparable GAAP measures estimated for fiscal 2026 without unreasonable efforts, as the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact these GAAP measures in fiscal 2026 but would not impact non-GAAP adjusted results.

Investor Update Scheduled for December

Valvoline will host an Investor Update on Thursday, December 11, 2025. Members of the leadership team will present regarding the Company’s strategy, growth plans and financial outlook.

Registration details can be found at Valvoline’s website at http://investors.valvoline.com. The event will be webcast live and, following the live event, an archived version of the webcast and supporting materials will be available.

Fourth Quarter and Fiscal Year Operating Results

(In millions, except per share amounts and store counts)	Q4 results		YoY growth (decline)		FY results		YoY growth
Net revenues	$	453.8	4	%	$	1,710.3	6	%
Operating income ^(a)	$	84.5	(37	%)	$	389.9	6	%
Income from continuing operations ^(a)	$	25.6	(71	%)	$	214.8	—	%
EPS ^(a)	$	0.20	(71	%)	$	1.67	2	%
Adjusted EPS ^(b)	$	0.45	(2	%)	$	1.59	1	%
Adjusted EBITDA ^(b)	$	130.1	5	%	$	466.8	6	%
System-wide store sales ^(b)	$	918.4	11	%	$	3,453.8	11	%
	Q4 results		Quarter change		FY results		YoY change
System-wide stores ^(b)		2,180	+56			2,180	+170
Company-operated stores ^(c)		1,016	+33			1,016	+66
Franchised stores ^{(b) (c)}		1,164	+23			1,164	+104
	Q4 – YoY growth				FY – YoY growth
System-wide SSS ^(b)			6.0	%			6.1	%

(a)	Includes the effects of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). These key items are delineated within Table 6 – Non-GAAP Reconciliation – Income from Continuing Operations and Diluted Earnings per Share.
(b)	Refer to Key Business Measures, Use of Non-GAAP Measures, Table 4 – Retail Stores Operating Information, Table 6 – Non-GAAP Reconciliation – Income from Continuing Operations and Diluted Earnings per Share, and Table 7 – Non-GAAP Reconciliation – Adjusted Net Revenues and EBITDA from Continuing Operations for management’s definitions of the metrics presented above and reconciliation to the corresponding GAAP measures, where applicable.
(c)	Changes reflect the effects of conversions between company-operated and franchised stores, representing changes in the mix of stores that do not impact the total system-wide store count.

Refranchising Recast Results

Valvoline completed the sale of 67 stores from company to franchise through three transactions that occurred in the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025 (the “Refranchising”). These conversions combined with executed development agreements will provide significant growth in their respective markets and deliver long-term value to shareholders.

The table below presents as reported and recast results that adjust for the Refranchising as if those transactions occurred immediately prior to October 1, 2023:

	Current year		Prior year				YoY growth (decline)
	Q4 FY25 As Reported		Q4 FY24 As Reported		Q4 FY24 Recast		As Reported		As Recast
Net revenues	$	453.8	$	435.5	$	414.0	4	%	10	%
Adjusted EBITDA ^(a)	$	130.1	$	124.1	$	119.3	5	%	9	%
Adjusted EPS ^(a)(b)	$	0.45	$	0.46	$	0.43	(2	%)	5	%

	Current year				Prior year				YoY growth
	FY25 As Reported		FY25 Recast		FY24 As Reported		FY24 Recast		As Reported		As Recast
Net revenues	$	1,710.3	$	1,698.6	$	1,619.0	$	1,519.7	6	%	12	%
Adjusted EBITDA ^(a)	$	466.8	$	463.5	$	442.6	$	419.1	6	%	11	%
Adjusted EPS ^(a)(b)	$	1.59	$	1.56	$	1.57	$	1.44	1	%	8	%

(a)	Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.
(b)	Recast Adjusted EPS was determined utilizing the adjusted effective tax rate in the respective periods and did not assume any changes in interest expense or share counts from reported results that may have occurred if the refranchising transactions had occurred earlier as the recast results assume.

Conference Call Webcast

Valvoline will host a live audio webcast of its fourth quarter fiscal 2025 conference call today, November 19, 2025, at 9 a.m. ET. The webcast and supporting materials will be accessible through Valvoline’s website at http://investors.valvoline.com. Following the live event, an archived version of the webcast and supporting materials will be available.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and system-wide SSS and store sales. Management believes these measures are useful to evaluating and understanding Valvoline’s operating performance and should be considered as supplements to, not substitutes for, Valvoline’s net revenues and operating income, as determined in accordance with U.S. GAAP.

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 (VIOC^SM) 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.

Net revenues are limited to sales at company-operated stores, in addition to royalties and other fees from independent franchised and Express Care stores. Although Valvoline does not recognize store-level sales from franchised stores as net revenues in its Statements of Condensed Consolidated Income, management believes system-wide and franchised SSS comparisons, store counts, and total system-wide store sales are useful to assess market position relative to competitors and overall store and operating performance.

Use of Non-GAAP Measures

The following non-GAAP measures are included herein: EBITDA, adjusted EBITDA, and adjusted EBITDA margin; adjusted net income and adjusted diluted earnings per share; and free cash flow and free cash flow excluding growth capital expenditures. Refer to the tables herein for management’s definition of each non-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.

Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline’s operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, an alternative to, or more meaningful than, the financial results presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and the reconciliations of non-GAAP measures should be carefully evaluated. The manner used to compute the non-GAAP information used by management may differ from the methods used by other companies and may not be comparable.

Refer to the Appendix at the end of this release for descriptions of the adjustments that depart from the computations in accordance with U.S. GAAP.

About Valvoline Inc.

Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at approximately 2,200 franchised and company-operated service centers across the United States and Canada. The Company completes more than 30 million services annually system-wide, from about 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the over 11,000 team members who are working to drive the full potential of our core business, deliver sustainable network growth and innovate to meet the evolving needs of our customers and the car parc. For more information, visit vioc.com.

Forward-Looking Statements

Certain statements herein, 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 completing the proposed transaction, the integration of the Breeze Autocare business, and the anticipated 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, 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. Additional information regarding these risks and uncertainties are described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. 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.

^TM Trademark, Valvoline Inc., or its subsidiaries, registered in various countries

^SM Service mark, Valvoline Inc., or its subsidiaries, registered in various countries

Valvoline Inc. and Consolidated Subsidiaries										Table 1
Statements of Consolidated Income
(In millions, except per share amounts – preliminary and unaudited)

	Three months ended						Year ended
	September 30						September 30
	2025			2024			2025			2024
Net revenues	$	453.8		$	435.5		$	1,710.3		$	1,619.0
Cost of sales		276.3			265.2			1,051.8			1,000.2
Gross profit		177.5			170.3			658.5			618.8
Selling, general and administrative expenses		95.3			81.1			349.9			305.1
Net legacy and separation-related (income) expenses		(0.2	)		(0.9	)		1.4			(0.7	)
Other income, net		(2.1	)		(44.5	)		(82.7	)		(52.8	)
Operating income		84.5			134.6			389.9			367.2
Net pension and other postretirement plan expenses		26.3			1.3			23.6			11.7
Net interest and other financing expenses		21.0			18.0			74.0			71.9
Income before income taxes		37.2			115.3			292.3			283.6
Income tax expense		11.6			26.2			77.5			69.1
Income from continuing operations		25.6			89.1			214.8			214.5
(Loss) income from discontinued operations, net of tax		(0.6	)		3.2			(4.1	)		(3.0	)
Net income	$	25.0		$	92.3		$	210.7		$	211.5

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.20		$	0.69		$	1.68		$	1.65
Discontinued operations		—			0.02			(0.03	)		(0.02	)
Basic earnings per share	$	0.20		$	0.71		$	1.65		$	1.63

Diluted earnings (loss) per share
Continuing operations	$	0.20		$	0.68		$	1.67		$	1.63
Discontinued operations		—			0.03			(0.03	)		(0.02	)
Diluted earnings per share	$	0.20		$	0.71		$	1.64		$	1.61

Weighted average common shares outstanding
Basic		127.6			129.3			127.9			130.1
Diluted		128.4			130.3			128.6			131.0

Valvoline Inc. and Consolidated Subsidiaries					Table 2
Condensed Consolidated Balance Sheets
(In millions – preliminary and unaudited)

			September 30		September 30
			2025		2024
Assets
	Current assets
		Cash and cash equivalents	$	51.6	$	68.3
		Receivables, net		89.6		86.4
		Inventories, net		42.6		39.7
		Prepaid expenses and other current assets		59.9		61.0
	Total current assets			243.7		255.4

	Noncurrent assets
		Property, plant and equipment, net		1,134.6		958.7
		Operating lease assets		331.8		298.6
		Goodwill and intangibles, net		740.5		705.6
		Other noncurrent assets		219.8		220.4
	Total assets		$	2,670.4	$	2,438.7

Liabilities and Stockholders’ Equity
	Current liabilities
		Current portion of long-term debt	$	23.8	$	23.8
		Trade and other payables		118.9		117.4
		Accrued expenses and other liabilities		204.7		212.7
	Total current liabilities			347.4		353.9

	Noncurrent liabilities
		Long-term debt		1,050.2		1,070.0
		Employee benefit obligations		187.5		176.2
		Operating lease liabilities		315.3		279.7
		Other noncurrent liabilities		431.5		373.3
	Total noncurrent liabilities			1,984.5		1,899.2

	Stockholders’ equity			338.5		185.6

	Total liabilities and stockholders’ equity		$	2,670.4	$	2,438.7

Valvoline Inc. and Consolidated Subsidiaries						Table 3
Condensed Consolidated Statements of Cash Flows
(In millions – preliminary and unaudited)

			Year ended
			September 30
			2025			2024
Cash flows from operating activities
	Net income		$	210.7		$	211.5
	Adjustments to reconcile net income to cash flows from operating activities:
		Loss from discontinued operations		4.1			3.0
		Loss on extinguishment of debt		—			5.1
		Gain on sale of operations		(71.1	)		(41.8	)
		Depreciation and amortization		119.4			105.9
		Deferred income taxes		38.3			23.5
		Loss (gain) on pension and other postretirement plan remeasurements		26.6			(2.4	)
		Stock-based compensation expense		10.5			12.0
		Other, net		3.6			(0.1	)
	Change in operating assets and liabilities			(35.0	)		(33.8	)
	Operating cash flows from continuing operations			307.1			282.9
	Operating cash flows from discontinued operations			(9.9	)		(17.8	)
	Total cash provided by operating activities			297.2			265.1
Cash flows from investing activities
	Additions to property, plant and equipment			(259.2	)		(224.4	)
	Acquisitions, net of cash acquired			(65.0	)		(52.7	)
	Proceeds from sale of operations, net of cash disposed			121.0			71.5
	Issuances of notes receivable			(24.2	)		(13.6	)
	Repayments of notes receivable			21.2			9.7
	Purchases of investments			(4.5	)		(3.5	)
	Proceeds from investments			6.0			350.0
	Other investing activities, net			3.6			(0.2	)
	Total cash (used in) provided by investing activities			(201.1	)		136.8
Cash flows from financing activities
	Proceeds from borrowings			85.0			200.0
	Repayments on borrowings			(103.8	)		(698.8	)
	Repurchases of common stock, including excise taxes of $16.4 in 2025			(76.8	)		(226.8	)
	Payment of finance lease obligations			(12.2	)		(12.0	)
	Other financing activities, net			(5.1	)		(8.7	)
	Total cash used in financing activities			(112.9	)		(746.3	)
	Effect of currency exchange rate changes on cash, cash equivalents and restricted cash			(0.3	)		—
Decrease in cash, cash equivalents and restricted cash				(17.1	)		(344.4	)
Cash, cash equivalents and restricted cash – beginning of period				68.7			413.1
Cash, cash equivalents and restricted cash – end of period			$	51.6		$	68.7

Valvoline Inc. and Consolidated Subsidiaries										Table 4
Retail Stores Operating Information
(Preliminary and unaudited)

	Three months ended						Year ended
	September 30						September 30
	2025			2024			2025			2024
Sales information
System-wide store sales – in millions ^(a)	$	918.4		$	826.8		$	3,453.8		$	3,104.3
Year-over-year growth ^(a)		11.1	%		12.0	%		11.3	%		12.4	%

Same-store sales growth ^(b)
Company-operated		5.4	%		6.7	%		5.6	%		7.2	%
Franchised ^(a)		6.5	%		5.3	%		6.5	%		7.0	%
System-wide ^(a)		6.0	%		6.0	%		6.1	%		7.1	%

		Number of stores at end of period
		Fourth Quarter 2025	Third Quarter 2025	Second Quarter 2025	First Quarter 2025		Fourth Quarter 2024
Company-operated		1,016	983	950	932		950
Franchised ^(a)		1,164	1,141	1,128	1,113		1,060

					As of September 30
					2025		2024
System-wide store count ^(a)					2,180		2,010
Year-over-year growth ^(a)					8.5	%	8.5	%

(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Beginning in fiscal 2025, Valvoline determines SSS growth as the year-over-year change in net revenues of U.S. VIOC same stores (company-operated, franchised and the combination of these for system-wide SSS) with same stores defined as those that have been in operation within the system for at least 12 full months. Previously, SSS was determined utilizing net revenues of U.S. VIOC stores, with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation. Prior period measures presented herein have been revised to conform with the current approach.

Valvoline Inc. and Consolidated Subsidiaries										Table 5
System-wide Retail Stores
(Preliminary and unaudited)

		Company-operated
		Fourth Quarter 2025		Third Quarter 2025		Second Quarter 2025		First Quarter 2025		Fourth Quarter 2024
Beginning of period		983		950		932		950		937
	Opened	26		19		12		15		26
	Acquired	8		8		6		6		10
	Net conversions between company-operated and franchised	—		6		—		(39	)	(23	)
	Closed	(1	)	—		—		—		—
End of period		1,016		983		950		932		950

		Franchised ^(a)
		Fourth Quarter 2025		Third Quarter 2025		Second Quarter 2025		First Quarter 2025		Fourth Quarter 2024
Beginning of period		1,141		1,128		1,113		1,060		1,024
	Opened	24		19		17		14		13
	Acquired ^(b)	—		—		—		—		—
	Net conversions between company-operated and franchised	—		(6	)	—		39		23
	Closed	(1	)	—		(2	)	—		—
End of period		1,164		1,141		1,128		1,113		1,060

Total system-wide stores ^(a)		2,180		2,124		2,078		2,045		2,010

(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Represents the acquisition of franchise stores that are new to the Valvoline retail store system by Valvoline Inc.