Valero Energy adds $5.0B to stock buyback plan

Valero Energy Corporation reported that its board of directors has expanded the company’s share repurchase capacity.

Rhea-AI Filing Summary

Valero Energy Corporation reported that its board of directors has expanded the company’s share repurchase capacity. On February 25, 2026, the board authorized a common stock repurchase program of up to $2.5 billion with no expiration date, under which $1.4 billion remained available as of June 30, 2026.

On July 16, 2026, the board approved an additional authorization to purchase common stock for a total cost of up to $5.0 billion, also with no expiration date and in addition to the remaining capacity under the February 2026 program. The disclosure is furnished under Regulation FD rather than filed under the Exchange Act.

Positive

• Board authorizes an additional $5.0 billion share repurchase capacity with no expiration, supplementing an existing program with $1.4 billion remaining.

Negative

• None.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

February 2026 Program Size: $2.5 billion Remaining Under February 2026 Program: $1.4 billion New Repurchase Authorization: $5.0 billion +1 more

4 metrics

February 2026 Program Size $2.5 billion Common stock repurchase authorization approved on February 25, 2026

Remaining Under February 2026 Program $1.4 billion Repurchase capacity remaining as of June 30, 2026

New Repurchase Authorization $5.0 billion Additional common stock repurchase authorization approved July 16, 2026

Form Type 8-K Current report disclosing Regulation FD information

Key Terms

Regulation FD Disclosure, incorporated by reference, Securities Exchange Act of 1934, Securities Act of 1933

4 terms

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On February 25, 2026, the board"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

incorporated by reference regulatory

"nor shall such information be deemed incorporated by reference into any registration statement"

Securities Exchange Act of 1934 regulatory

"for purposes of Section 18 of the Securities Exchange Act of 1934, as amended"

Securities Act of 1933 regulatory

"any registration statement filed by Valero under the Securities Act of 1933, as amended"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new share repurchase authorization did Valero Energy (VLO) approve on July 16, 2026?

Valero’s board authorized up to $5.0 billion of additional common stock repurchases with no expiration date. This new authorization is in addition to the remaining capacity under the existing February 2026 share repurchase program.

How large is Valero Energy’s (VLO) February 2026 share repurchase program?

On February 25, 2026, Valero’s board approved a common stock repurchase program of up to $2.5 billion. This authorization has no expiration date and is referred to as the “February 2026 Program” in the disclosure.

How much remained under Valero Energy’s (VLO) February 2026 buyback program as of June 30, 2026?

As of June 30, 2026, Valero had $1.4 billion of capacity remaining under its $2.5 billion February 2026 share repurchase program. The new $5.0 billion authorization is in addition to this remaining amount.

Do Valero Energy’s (VLO) new and existing repurchase authorizations have expiration dates?

Both Valero’s February 25, 2026 authorization and the July 16, 2026 additional authorization permit share repurchases with no expiration date. This allows the company to execute repurchases over an open-ended time frame at its discretion.

Is Valero Energy’s (VLO) July 16, 2026 repurchase disclosure considered filed or furnished?

The information about the $5.0 billion additional repurchase authorization is being furnished under Regulation FD, not “filed” under Section 18 of the Exchange Act. As stated, it is not automatically incorporated by reference into other securities filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/16/2026 - 04:49 PM EDT Learn about SEC filing dates

VALERO ENERGY CORP/TX0001035002FALSE00010350022026-07-162026-07-16

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): July 16, 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)

(I.R.S. 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    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 7.01Regulation FD Disclosure.

On February 25, 2026, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) authorized Valero to purchase shares of its outstanding common stock for a total cost of up to $2.5 billion with no expiration date (the “February 2026 Program”). As of June 30, 2026, Valero had $1.4 billion remaining available for purchase under the February 2026 Program. On July 16, 2026, the Board authorized Valero to purchase shares of its outstanding common stock for a total cost of up to $5.0 billion with no expiration date, which is in addition to the amount remaining under the February 2026 Program.

The information in Item 7.01 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 Item 7.01 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.

2

SIGNATURES

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

									VALERO ENERGY CORPORATION (Registrant)
Date:			July 16, 2026			By:			/s/ Homer S. Bhullar
									Homer S. Bhullar
									Senior Vice President and
									Chief Financial Officer

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB