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 Document Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: 859.357.7777 J. Kevin Willis Kevin.Willis@valvoline.com Chief Financial Officer   Valvoline.com March 26, 2026 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Joseph Klinko Karl Hiller Re: Valvoline Inc. Form 10-K for the Fiscal Year Ended September 30, 2025 Filed November 21, 2025 File No. 001-37884 Dear Mr. Klinko and Mr. Hiller: On behalf of Valvoline Inc. (“Valvoline” or the “ Company ” ), we respectfully submit this letter in response to the comments received from the staff (the “ Staff ” ) of the U.S. Securities and Exchange Commission (the “ Commission ” ) as set forth in the Staff’s letter dated March 12, 2026, with respect to the Company’s Form 10-K for the Fiscal Year Ended September 30, 2025 filed with the Commission on November 21, 2025 (the “ Form 10-K ” ). For the Staff’s convenience, the Company has included the Staff’s comments below immediately followed by the Company’s responses. Form 10-K for the Fiscal Year Ended September 30, 2025 Management’s Discussion and Analysis Recent Developments, page 31 1.We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the requirements in Item 9.01 of Form 8-K, in determining that you would not file an amendment to the Form 8-K within the allotted period of time to include historical financial statements of the entity and pro forma financial statements illustrating the effects of the transaction, based on the guidance in Rule 3-05 and Article 11 of Regulation S-X. Please include the numerical analyses that you performed for each aspect of the significance test requirements along with your reply. Company Response In response to the Staff’s comment, the Company respectfully advises that its acquisition of Breeze Autocare (“Breeze”) did not meet the threshold to be considered a significant acquisition pursuant to Rule 3-05 or Article 11 of Regulation S-X as the results of the investment test, asset test, and income test did not exceed the 20% significance threshold. Therefore, the filing of an amendment to Form 8-K to include the historical financial statements of Breeze or related pro forma financial information was not required under Rule 3-05 or Article 11 of Regulation S-X. The numerical analyses for each significance test are summarized below (the amounts are based on U.S. GAAP audited financial statements of the Company and the most recent pre-acquisition audited annual financial statements of Breeze): Test (in millions) Breeze Valvoline Result Investment test $ 638.7  (a) $ 4,754.3  (b) 13.4  % Asset test $ 448.6  (c) $ 2,670.4  (d) 16.8  % Income test (e) Revenue component $ 199.6  (c) $ 1,710.3  (d) 11.7  % Income component $ 39.1  (c) $ 292.3  (d) 13.4  % (a) Represents consideration transferred to Breeze shareholders on December 1, 2025. (b) Represents the average of the aggregated worldwide market value calculated using the shares outstanding and the daily closing prices of the Company’s common stock on the last five trading days in January 2025 (the last completed month prior to the agreement date of February 17, 2025). (c) As of and for the fiscal year ended December 28, 2024. (d) As of and for the fiscal year ended September 30, 2025. (e) The income test is equal to the lower of the revenue component or the income component. Because the result of the revenue component is lower than the income component, the income test is evaluated using the revenue component. 2. We understand from the disclosures on page 10 of your recent interim report that in conjunction with your acquisition of Breeze Autocare, you immediately sold 45 of the 207 stores acquired pursuant to a Federal Trade Commission Decision and Order. You state that the fair value was $90 million including an allocation of goodwill, although the sale generated a $57.9 million pre-tax loss, indicating sale proceeds of $32.1 million. Given the disparity between these amounts and considering the timeframe, tell us how you determined that the fair value was not the amount that you agreed to receive in exchange. Please also describe your approach in establishing reporting units and allocating the purchase price and goodwill among them, to include details of how stores to be retained and the stores to be sold were considered in this process. 2 Provide us the numerical analyses utilized in your allocations and any additional information necessary to understand the underlying basis and rationale, also clarifying how the methods appropriately reflect the requirements in FASB ASC 350-20-40-1 through 5, and 9, to the extent applicable, in your view. Company Response In response to the Staff's comment, the Company respectfully provides the following information regarding its accounting for the Breeze acquisition of 204 quick lube service center stores 1 on December 1, 2025 and the immediate divestiture of 45 of the acquired stores as required by the Federal Trade Commission ("FTC") Decision and Order. Disposal Group Held-for-Sale Classification At the time of the Breeze acquisition, the principal net assets of the 45 stores acquired and required to be divested included inventory, leased store rights and obligations, and store-related furniture, fixtures, and equipment. The Company determined these stores represented a disposal group as defined in ASC 360-10-20, and the disposal group met the ASC 805 definition of a business. Management concluded the disposal group met the held-for-sale criteria as of the acquisition date in accordance with ASC 360-10-45-12 and ASC 360-10-45-9. Specifically: • A binding Asset Purchase Agreement was executed with the buyer of the 45 stores on November 12, 2025 subject to the FTC-imposed buyer eligibility constraints and approval as described further herein. • The FTC Decision and Order issued on November 14, 2025 required the sale of the 45 identified stores no later than 10 days after closing the Breeze acquisition. • The binding nature of the FTC Decision and Order precluded any changes to the divestiture plan. • The FTC Decision and Order identified the buyer of the 45 stores. • The stores were operational and available for immediate sale in their condition at the acquisition date. • The FTC-mandated sale was completed on December 1, 2025 immediately following the closing of the Breeze acquisition. Purchase Consideration Allocation The Company accounted for the Breeze acquisition as a business combination in accordance with ASC 805 and engaged an independent valuation specialist to assist in determining fair values. Fair values were determined using a combination of recognized valuation methodologies, including income, market and cost approaches. The purchase consideration was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, as required by ASC 805 and as summarized below: 1 Three additional Breeze quick lube service center stores opened post-acquisition during December 2025. 3 As of December 1, 2025 (in millions) Fair value of identifiable assets acquired for retained stores $ 193.7  Fair value of liabilities assumed for retained stores (198.3) Fair value of disposal group less costs to sell (a) 90.0  Total consideration transferred 638.7  Excess of consideration transferred over fair value of net assets acquired (b) $ 553.3  (a) An acquired disposal group classified as held-for-sale is measured at fair value less costs to sell, which was estimated to be $90.0 million. Note that costs to sell were de minimis and waived as immaterial for further consideration. (b) The excess of consideration transferred over the fair value of net assets acquired represents goodwill. Because the 45 stores met the held-for-sale criteria as of the acquisition date, management evaluated the applicable guidance and determined that ASC 805-20-30-22 provides the most relevant framework for measuring the disposal group at acquisition. ASC 805 refers to ASC 360-10-35-43 which specifies that an acquired disposal group classified as held-for-sale is measured as a unit of account at fair value less costs to sell as of the acquisition date, rather than recognizing individual assets acquired and liabilities assumed and residual goodwill. In support of this judgment regarding the unit of account as the disposal group, the Company noted the guidance of ASC 360-10-15-4(b) and the interpretative guidance in the SEC Staff Speech by Adam Brown, Professional Accounting Fellow, Office of the Chief Accountant, “Remarks Before the 2008 AICPA National Conference on Current SEC and PCAOB Developments” that indicated the unit of account is the disposal group as opposed to the individual assets within the disposal group. As the 45 stores were determined to constitute a disposal group within the scope of ASC 360, management concluded that the unit of account should be the disposal group itself. In this context, the Company respectfully submits that ASC 350-20-40-1 through 5 and 9, which addresses goodwill derecognition after initial recognition at acquisition, was not considered applicable to the initial measurement of the disposal group. As a result, the carrying amount of the disposal group reflects its fair value less costs to sell as of the acquisition date. This is further supported by ASC 350-20-50-1(b), which explicitly excludes goodwill included in an acquired disposal group classified as held-for-sale from the reconciliation of changes in the goodwill balance, reflecting that the unit of account for an acquired disposal group is the carrying value of the disposal group as a whole as opposed to its individual assets acquired and liabilities assumed and any implicit residual goodwill. Fair Value of the Disposal Group The Company evaluated whether the $32.1 million in proceeds received from the FTC-mandated divestiture represented the fair value of the 45-store disposal group in accordance with ASC 820. Based on the weight of evidence, the Company concluded the divestiture transaction was not orderly and therefore, did not rely principally on the transaction price in its fair value determination, consistent with ASC 820-10-35-54I and 35-54J. The Company accordingly placed primary weight on the independent valuation of the disposal group performed by an independent valuation specialist as described further below. Indicators of a Non-Orderly Transaction The following circumstances noted in ASC 820-10-35-54I were evaluated as indicators of a transaction that may not be orderly: 4 Market Exposure There was insufficient market exposure to conduct customary marketing activities for the FTC-mandated sale of the 45 stores. The Company executed the divestiture under a compressed timeline that was substantially shorter than is customary for comparable quick lube retail transactions, which typically involve several months to identify prospective buyers, conduct diligence, negotiate deal terms, and negotiate and execute a definitive purchase agreement. In this circumstance, the Company negotiated purchase agreements with prospective buyers, obtained necessary third party consents, and obtained FTC approval for the buyer and executed purchase agreement over a two-month period, resulting in FTC approval of the required sale on November 14, 2025. Regulatory constraints, including FTC-required approval of any prospective buyer and restrictions imposed by the FTC to preserve competition in the relevant markets, significantly limited the pool of potential buyers and prevented broad marketing of the 45 stores. Additionally, prospective buyers’ awareness of the FTC regulatory review of the Breeze acquisition, the impact of the FTC’s competitive analysis, Valvoline’s commitment under the Breeze merger agreement, including transaction deadlines and regulatory efforts provisions, as well as other transaction-related dynamics further reduced the Company’s bargaining power in connection with the sale of the 45 stores. The pendency of the government shutdown in October 2025 further impeded the divestiture process, as the FTC was largely unable to engage with Valvoline or prospective buyers and restricted its evaluation to a single buyer proposal of all 45 stores. These circumstances prevented the Company from submitting alternative divestiture proposals involving multiple buyers that may have yielded greater transaction value. These factors resulted in a forced sale and negotiation between parties compelled to transact as opposed to market participants motivated to transact in an orderly transaction. Regulatory Compulsion The Company was under regulatory compulsion to sell the 45 stores to obtain FTC clearance to close the Breeze acquisition. The FTC Decision and Order issued November 14, 2025 imposed the following specific constraints: • Required divestiture completion within 10 days of closing the Breeze acquisition • Approval rights over the buyer, limiting the buyer to the party identified in the Decision and Order • The FTC could appoint a trustee to accomplish the divestiture if it were not completed by the Company 5 Transaction Price as an Outlier The following table summarizes the transaction price per store observed in the comparable transactions utilized by the independent valuation specialist, as well as the Breeze acquisition and related divestiture: Transaction category Transaction price per store (a) (in millions) Comparable transactions (most recent five years) - average $ 2.6  Comparable transactions - range: Low $ 1.2  High $ 4.7  Breeze acquisition (204 stores) $ 3.1  Breeze disposal group (45 stores) $ 0.7  (a) Per store measures do not represent a valuation methodology and are presented herein for comparative and corroborative purposes only. Differences in transaction price per store reflect variations in store size, location, profitability, and other relevant factors in the comparable transactions. As reflected in the table above, the per store transaction price for the Breeze disposal group is significantly lower than the average transaction price per store and below the low end of the range observed in comparable transactions, as well as the Breeze acquisition as a whole. This disparity provides corroboration that the disposal group transaction price is an outlier that was not considered to represent an orderly transaction. Independent Valuation An independent valuation specialist estimated the fair value of the 45 stores as of the acquisition date using market participant assumptions in an orderly transaction framework. In performing the valuation, the independent valuation specialist obtained an understanding of the relevant facts and circumstances surrounding the FTC-mandated divestiture and determined the most appropriate methodology for estimating the fair value of the disposal group was to employ a market approach. The valuation was performed using the Guideline Merged and Acquired Company method under the market approach and identified comparable transactions involving quick lube retail service center stores during the most recent five years. Based on these comparable transactions, the independent valuation specialist selected an Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) multiple, which was calculated f or each comparable transaction. From the range of the comparable transaction valuation multiples, relevant ranges were established to select a multiple for the divested business. The selected multiple was based on the considerati