Acquisitions and Dispositions

12 Months Ended

Sep. 30, 2025

ACQUISITIONS AND DISPOSITIONS

Acquisitions

Fiscal 2025

The Company completed multiple acquisitions during fiscal 2025 for an aggregate purchase price of $65.5 million. These acquisitions included 33 service center stores comprised of six former franchise and three former Express Care locations that were converted to company-operated service center stores and 24 service center stores acquired in single and multi-store transactions. The Company also acquired NuWash, Inc. (doing business as NuBrakes), which offers mobile automotive maintenance services including brake repair. These acquisitions target customer and service growth and extend Valvoline’s retail presence in key North American markets, which contributed to increasing the number of company-operated service center stores to 1,016 as of September 30, 2025.

Fiscal 2024 and 2023

The Company acquired 36 service center stores in single and multi-store transactions, including five former franchise locations and two former Express Care locations that were converted to company-operated service center stores, for an aggregate purchase price of $53.3 million during the year ended September 30, 2024. The Company acquired 31 service center stores in single and multi-store transactions for an aggregate purchase price of $36.3 million during the year ended September 30, 2023. These acquisitions expanded Valvoline’s retail presence in key North American markets and contributed to growing the number of company-operated service center stores to 950 and 876 as of the years ended September 30, 2024 and 2023, respectively.

Summary

The following table summarizes the aggregate cash consideration paid and the total assets acquired and liabilities assumed for the years ended September 30:


(In millions)	2025		2024		2023
Cash	$	0.3	$	—	$	—

Inventories	—		0.2		0.4
Other current assets	0.4		—		—
Property, plant and equipment (a)	6.4		5.0		6.4
Operating lease assets	13.5		23.2		9.7

Goodwill (b)	55.4		44.3		29.0
Intangible assets (c)
Reacquired franchise rights (d)	7.6		6.4		4.0


Other	0.8		0.5		0.3
Other noncurrent assets	—		—		—
Trade and other payables	(0.6)		—		—

Other current liabilities	(0.2)		(0.1)		(0.7)
Operating lease liabilities	(13.5)		(23.2)		(9.1)
Other noncurrent liabilities (a)	(4.6)		(3.0)		(3.7)
Total net assets acquired	$	65.5	$	53.3	$	36.3
Non-cash consideration	(0.2)		(0.6)		—
Total cash consideration transferred	$	65.3	$	52.7	$	36.3

(a)Includes finance lease assets in Property, plant and equipment and finance lease liabilities in Other current and noncurrent liabilities. During the years ended September 30, 2025, 2024 and 2023, finance lease assets acquired were $3.4 million, $3.1 million and $3.8 million, respectively; finance lease liabilities in Other current liabilities were $0.2 million, $0.1 million and $0.2 million, respectively; and finance lease liabilities in Other noncurrent liabilities were $3.2 million, $3.0 million and $3.7 million, respectively.

(b)Goodwill is generally expected to be deductible for income tax purposes and is primarily attributed to the operational synergies and potential growth expected to result in economic benefits in the respective markets of the acquisitions.

(c)Weighted average amortization period of intangible assets acquired is ten years for fiscal 2025, seven years for fiscal 2024, and nine years for fiscal 2023.

(d)Prior to the acquisition of former franchise service center stores, Valvoline licensed the right to operate franchised service centers, including use of the Company’s trademarks and trade name. In connection with these acquisitions, Valvoline reacquired those rights and recognized separate definite-lived reacquired franchise rights intangible assets, which are being amortized on a straight-line basis over the weighted average remaining term of approximately ten years for fiscal 2025, seven years for fiscal 2024, and nine years for fiscal 2023. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market.

The Company did not record any material measurement period adjustments and does not expect any material changes to the preliminary purchase price allocations summarized above for acquisitions completed during the last twelve months.

Dispositions

Refranchising transactions

Valvoline refranchised 67 stores in late fiscal 2024 and early fiscal 2025 through completing the sale of company-owned service center stores to existing and new franchisees (the “Refranchising Transactions”). Upon completion of the Refranchising Transactions, Valvoline recognized a gain on sale in Other income, net within the Consolidated Statements of Comprehensive Income for the excess of consideration received over the value of the net assets derecognized associated with the service center stores.

Valvoline completed the sale of 39 company-operated service center stores to a new franchisee during the first fiscal quarter of 2025 and completed two refranchising transactions to sell 28 company-operated service center stores to franchisees during the fourth fiscal quarter of 2024. Valvoline recognized pre-tax gains on sale of $73.9 million and $41.8 million related to the Refranchising Transactions during the years ended September 30, 2025 and 2024, respectively.

Sale of former Global Products subsidiary

During the first quarter of fiscal 2024, Valvoline completed the sale of a former Global Products business whose operations were suspended in fiscal 2022. This business was not included in the Global Products disposal group and was classified as held for sale as of September 30, 2023 when the Company evaluated the business for impairment. In connection with the impairment assessment, the carrying value of the disposal group was determined to be in excess of its fair value, which resulted in a pre-tax impairment loss of $8.1 million recognized within Other income, net in the Consolidated Statement of Comprehensive Income during the year ended September 30, 2023. Upon completion of the sale in fiscal 2024, Valvoline derecognized the remaining net liabilities of $3.9 million, which included a cumulative translation loss attributable to the business.