Valero COO Gary Simmons receives stock and performance awards

Valero Energy EVP & COO Gary K. Simmons reported equity awards and related tax withholding transactions.

Rhea-AI Filing Summary

Valero Energy EVP & COO Gary K. Simmons reported equity awards and related tax withholding transactions. On February 25, 2026 he received 13,320 performance shares, which vest in one-third increments annually beginning in 2027 with payouts between 0% and 200%, and a separate 13,320-share common stock award. To cover tax obligations, 5,242 shares were withheld at $198.025 per share. After these transactions he held 234,367 common shares directly, plus 13,122.018 shares indirectly in a thrift plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Simmons Gary K.

Role EVP & COO

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares	13,320	$0.00	$0.00
Grant/Award	Common Stock	13,320	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,242	$198.025	$1.04M

Holdings After Transaction: Performance Shares — 13,320 contracts (Direct); Common Stock — 234,367 shares (Direct)

Footnotes (3)

1. F1. Award of restricted common stock subject to time vesting.
2. F2. The 234,367 amount does not include 13,122.018 shares indirectly held by the reporting person in a thrift plan.
3. F3. 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.

Key Figures

Performance share grant: 13,320 performance shares Common stock award: 13,320 shares Tax-withheld shares: 5,242 shares +3 more

6 metrics

Performance share grant 13,320 performance shares Granted to EVP & COO on February 25, 2026; vest one-third annually from 2027 with 0–200% payout

Common stock award 13,320 shares Award of common stock on February 25, 2026; described as restricted common stock subject to time vesting

Tax-withheld shares 5,242 shares Shares delivered for tax liability at $198.025 per share in an F-coded transaction

Tax withholding price $198.025 per share Per-share value used for the 5,242-share tax-withholding disposition of common stock

Direct common stock holding 234,367 shares Direct Valero common stock held by Gary Simmons after the reported transactions

Indirect thrift-plan holding 13,122.018 shares Indirect common stock position held through a thrift plan, excluded from the 234,367 direct shares

Key Terms

Performance Shares, restricted common stock, thrift plan, Performance Share Agreement

4 terms

Performance Shares financial

"The performance shares vest annually in one-third increments beginning in 2027"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

restricted common stock financial

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

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

thrift plan financial

"13,122.018 shares indirectly held by the reporting person in a thrift plan."

Performance Share Agreement financial

"pursuant to the terms of a Performance Share Agreement."

FAQ

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

What equity awards did Valero (VLO) executive Gary Simmons report?

Gary Simmons received 13,320 performance shares and a separate 13,320-share common stock award on February 25, 2026. The performance shares are payable in common stock based on results, and a related note describes the common stock award as restricted and subject to time-based vesting.

How many Valero (VLO) shares were withheld for Gary Simmons' taxes?

The filing reports 5,242 shares of Valero common stock withheld for tax obligations at $198.025 per share. This tax-withholding transaction is coded "F," indicating payment of tax liability by delivering securities rather than a market sale of shares.

What are Gary Simmons' Valero (VLO) holdings after this Form 4?

After the reported transactions, Gary Simmons directly holds 234,367 shares of Valero common stock. A separate note states this figure excludes 13,122.018 shares that he indirectly holds through a thrift plan, which are reported separately from his direct ownership.

How do Gary Simmons' Valero (VLO) performance shares vest?

The 13,320 performance shares granted to Gary Simmons vest annually in one-third increments beginning in 2027. They are payable in common stock in amounts ranging from 0% to 200% of the granted performance shares, under the terms of a Performance Share Agreement tied to company performance.

What type of disposition is reported in Gary Simmons' Valero (VLO) Form 4?

The only disposition is an "F"-coded transaction of 5,242 shares, classified as a tax-withholding disposition. This means shares were delivered to satisfy tax obligations related to equity awards, rather than being sold on the open market or to another investor.

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

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Accepted by SEC EDGAR 02/27/2026 - 04:04 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.