[8-K] VALERO ENERGY CORP/TX Reports Material Event

Rhea-AI Filing Summary

Valero Energy Corporation entered into an underwriting agreement to issue and sell $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036. The notes will be issued under an existing indenture with U.S. Bank Trust Company, National Association, as trustee.

The offering is registered under Valero’s shelf registration statement on Form S-3 and is being made using a base prospectus dated January 30, 2025, and a prospectus supplement dated March 5, 2026. The issuance and sale of the notes are expected to close on March 10, 2026.

Insights

Credit and capital markets analyst

Valero raises $850M through 5.150% notes maturing in 2036.

Valero is issuing $850,000,000 of 5.150% Senior Notes due 2036 under its existing shelf registration. The notes are governed by an indenture first established on March 10, 2015, with U.S. Bank Trust Company, National Association, as trustee.

The transaction is fully underwritten by SMBC Nikko, Citigroup, MUFG Securities Americas, and Wells Fargo Securities, spreading placement across several large dealers. Closing is expected on March 10, 2026, after which the notes will be outstanding as part of Valero’s long-term debt structure.

The filing does not detail use of proceeds or comparative leverage metrics, so the direct effect on balance sheet flexibility or interest burden is not quantified here. Future filings and the prospectus materials referenced are positioned to provide additional terms and context for credit investors.

VALERO ENERGY CORP/TX false 0001035002 0001035002 2026-03-05 2026-03-05

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): March 5, 2026

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 1.01. Entry Into a Material Definitive Agreement.

On March 5, 2026, Valero Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the issuance and sale of $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036 (the “Notes”). The Notes are to be issued pursuant to an Indenture, dated March 10, 2015, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Indenture”).

The offering of the Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (Registration No. 333-284608) of the Company, and is being made pursuant to the prospectus dated January 30, 2025, as supplemented by the prospectus supplement dated March 5, 2026 (collectively, the “Prospectus”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. The description of the Notes and the Indenture are set forth in the Prospectus and are incorporated herein by reference. The issuance and sale of the Notes is expected to close on March 10, 2026. The Underwriting Agreement, the Indenture, the terms of the Notes and the form of the Notes have been filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, hereto.

This Current Report is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with the Notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such securities are being offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement dated March 5, 2026 among the Company and SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1		Indenture dated as of March 10, 2015 between Valero Energy Corporation and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association—incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-202635) filed on March 10, 2015.
4.2		Terms of the Senior Notes due 2036.
4.3		Form of the Senior Notes due 2036 (included in Exhibit 4.2 above).
5.1		Opinion of Baker Botts L.L.P.
23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 above).
104		Cover Page Interactive Data File (formatted as 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: March 9, 2026				By:		/s/ Homer S. Bhullar
						Homer S. Bhullar
						Senior Vice President and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 127.4 KB
• EX-4.2 EX-4.2 67.7 KB
• EX-5.1 EX-5.1 11.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB