Valero Adds Director Reymond with Equity Award and $97,500 Pro‑Rata Pay

Rhea-AI Filing Summary

Valero Energy Corporation disclosed the election of Mr. Reymond to its Board of Directors effective September 18, 2025. He received a pro‑rata equity grant of 924 stock units that are scheduled to vest in full on the first anniversary of the grant and is entitled to a pro‑rata annual cash retainer of $97,500. The filing states Mr. Reymond is expected to stand for re‑election at the anticipated 2026 Annual Meeting.

The 8‑K includes customary forward‑looking cautionary language noting actual results may differ due to legislative, market, geopolitical, weather, cyber, and other risks. The company emphasizes that the Form 8‑K disclosure is not an admission of materiality and refers readers to its public filings for additional risk factors and details.

Positive

• New board member appointed, expanding the board and potentially adding expertise
• Equity grant aligns the director's incentives with shareholders via 924 stock units vesting after one year
• Pro‑rata cash retainer of $97,500 provides interim compensation consistent with governance practices

Negative

• No material negatives reported in the filing; disclosure is routine and contains no adverse events

Insights

Corporate Governance Expert

TL;DR: Routine director appointment with standard pro‑rata compensation; governance alignment via equity grant.

The filing describes a typical non‑employee director onboarding: a modest equity award (924 stock units) with one‑year vesting and a pro‑rata cash retainer of $97,500. These elements are consistent with common practice to align new directors' interests with shareholders and provide interim compensation until the next full board compensation cycle and re‑election. There is no indication of unusual governance arrangements or exceptional one‑time payments.

Securities/Disclosure Analyst

TL;DR: Filing is a routine 8‑K disclosure providing required compensation and election details plus standard forward‑looking disclaimers.

This Form 8‑K reports the material facts necessary for investors to understand the director appointment and compensation. The company also includes forward‑looking statements and cross‑references to its SEC filings for risk factors, satisfying typical disclosure expectations. No financial performance metrics or material transactions are reported in this filing.

VALERO ENERGY CORP/TX false 0001035002 0001035002 2025-09-18 2025-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-13175		74-1828067
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Valero Way San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VLO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 18, 2025, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 10 members and elected Robert L. Reymond as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Additionally, the Board appointed Mr. Reymond to serve on the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Reymond is expected to stand for re-election at the 2026 Annual Meeting.

Mr. Reymond is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 18, 2025. Mr. Reymond is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 18, 2025, to the anticipated date of the 2026 Annual Meeting. Accordingly, Valero granted Mr. Reymond a pro-rata equity grant of 924 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Reymond is also entitled to receive a pro-rata annual cash retainer in the amount of $97,500.

Item 7.01 Regulation FD Disclosure.

We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 19, 2025, announcing Mr. Reymond’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2026 Annual Meeting and expectations that Mr. Reymond will stand for re-election at the 2026 Annual Meeting. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting Valero’s operations and financial performance or the demand for Valero’s products. These factors also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political or regulatory developments that are adverse to or restrict refining and marketing operations, or that impose taxes or penalties on profits, windfalls, or margins above a certain level, tariffs and their effects on trading relationships, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, and the adverse effects the foregoing may have on Valero’s business plan, strategy, operations and financial performance. When considering these forward-looking statements, you should also consider the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the United States Securities and Exchange Commission and available on our website at www.valero.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release dated September 19, 2025
104		The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				VALERO ENERGY CORPORATION
Date: September 19, 2025				by:		/s/ Richard J. Walsh
						Richard J. Walsh
						Executive Vice President and General Counsel

FAQ

What did Valero (VLO) disclose about Mr. Reymond's board appointment?

Valero disclosed Mr. Reymond was elected to the Board on September 18, 2025 and is expected to stand for re‑election at the anticipated 2026 Annual Meeting.

How many stock units were granted to Mr. Reymond and when do they vest?

He was granted 924 stock units that are scheduled to vest in full on the first anniversary of the grant.

What cash compensation will Mr. Reymond receive?

Mr. Reymond is entitled to a pro‑rata annual cash retainer of $97,500 for his period of service prior to the 2026 Annual Meeting.

Does the 8‑K include forward‑looking statements or disclaimers?

Yes. The filing includes standard forward‑looking cautionary language and states the Form 8‑K is not an admission of materiality.

Are there any financial results or major transactions reported in this 8‑K?

No. The filing only reports the director election and compensation; it does not include earnings, material transactions, or other financial results.