Valero (NYSE: VLO) COO granted stock awards and uses shares for taxes

Rhea-AI Filing Summary

Valero Energy executive vice president and COO Gary K. Simmons reported equity compensation and related tax withholding transactions in company stock. He was granted 13,320 performance shares on February 25, 2026, which vest annually in one-third increments starting in 2027 and may settle in between zero and 200 percent of that amount in common shares depending on performance.

On the same date, he also received an award of 13,320 restricted shares of common stock subject to time vesting, increasing his directly held common stock to 239,609 shares before tax withholding. To cover tax liabilities, 5,242 common shares were disposed of at $198.025 per share, leaving 234,367 directly held shares, not counting 13,122.018 shares held indirectly in a thrift plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simmons Gary K.

(Last) (First) (Middle)

P.O. BOX 696000

(Street)

SAN ANTONIO TX 78269-6000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY CORP/TX [ VLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		13,320(1)	A	$0	239,609	D
Common Stock	02/25/2026		F		5,242	D	$198.025	234,367(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0	02/25/2026		A		13,320		(3)	(3)	Common Stock	13,320	$0	13,320	D

Explanation of Responses:

1. Award of restricted common stock subject to time vesting.

2. The 234,367 amount does not include 13,122.018 shares indirectly held by the reporting person in a thrift plan.

3. The performance shares vest annually in one-third increments beginning in 2027, payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares pursuant to the terms of a Performance Share Agreement.

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Gary K. Simmons	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Valero (VLO) executive Gary K. Simmons report on this Form 4?

Gary K. Simmons reported equity awards and a tax-related share disposition. He received performance shares and restricted common stock, and some shares were withheld and disposed to cover tax liabilities on February 25, 2026.

How many performance shares did Valero’s Gary K. Simmons acquire?

He acquired 13,320 performance shares. These vest in one-third increments annually starting in 2027 and can pay out from zero to 200 percent in common shares, depending on performance under a Performance Share Agreement.

What common stock award did Gary K. Simmons receive from Valero (VLO)?

He received 13,320 shares of Valero common stock as a restricted stock award. This grant is subject to time-based vesting, increasing his directly held common stock before tax withholding to 239,609 shares on February 25, 2026.

Why were 5,242 Valero (VLO) shares disposed of in this filing?

5,242 common shares were disposed of to satisfy tax liabilities related to the equity awards. The disposition was coded “F,” indicating payment of tax liability by delivering securities, at a price of $198.025 per share.

How many Valero shares does Gary K. Simmons hold after these transactions?

After the reported transactions, he directly holds 234,367 common shares. This figure excludes 13,122.018 additional shares that are indirectly held for his benefit in a thrift plan, which are disclosed separately in the footnotes.

How do the Valero (VLO) performance shares for Gary K. Simmons vest?

The performance shares vest annually in one-third increments starting in 2027. Depending on company performance, the payout can range from zero to 200 percent of the 13,320 performance shares, settled in Valero common stock.