Valero (NYSE: VLO) CFO Bhullar exercises performance awards, updates stake

Rhea-AI Filing Summary

Valero Energy SVP & CFO Harminder S. Bhullar updated his holdings through performance share settlements and share sales on January 21, 2026. Previously awarded performance shares were settled at 175%, 200%, and 150% of base amounts under Performance Share Agreements, leading to the conversion of 1,974, 2,246, and 2,064 performance share units into common stock at an exercise price of $0 per share. Following these settlements, Bhullar had 27,796 common shares before dispositions.

On the same date, 2,517 shares were disposed of at $190.33 per share in a transaction coded "F", indicating shares withheld to cover taxes or similar obligations. An additional 1,882 shares were sold at $190.33 per share in a transaction coded "D". After all reported transactions, Bhullar directly owned 23,397 shares of Valero common stock.

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^*

Bhullar Harminder S.

(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)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		M		1,974	A	$0	23,486	D
Common Stock	01/21/2026		M		2,246	A	$0	25,732	D
Common Stock	01/21/2026		M		2,064	A	$0	27,796	D
Common Stock	01/21/2026		F		2,517	D	$190.33	25,279	D
Common Stock	01/21/2026		D		1,882	D	$190.33	23,397	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	01/21/2026		M			1,056	(1)	(1)	Common Stock	1,974	$0	0	D
Performance Shares	$0	01/21/2026		M			1,073	(2)	(2)	Common Stock	2,246	$0	1,073	D
Performance Shares	$0	01/21/2026		M			1,344	(3)	(3)	Common Stock	2,064	$0	2,686	D

Explanation of Responses:

1. Settlement of previously awarded performance shares at 175% of base pursuant to terms of a Performance Share Agreement.

2. Settlement of previously awarded performance shares at 200% of base pursuant to terms of a Performance Share Agreement.

3. Settlement of previously awarded performance shares at 150% of base pursuant to terms of a Performance Share Agreement.

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Harminder S. Bhullar	01/23/2026
	** 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 insider activity did Valero (VLO) CFO Harminder S. Bhullar report?

Harminder S. Bhullar, SVP & CFO of Valero Energy, reported the settlement of previously awarded performance shares into common stock and the disposition of some of those shares on January 21, 2026. The activity included both tax-related share withholding and a sale of common stock.

How many Valero (VLO) performance shares did the CFO settle in this Form 4?

Bhullar settled performance share awards that resulted in the issuance of 1,974, 2,246, and 2,064 Valero common shares, tied to awards settled at 175%, 200%, and 150% of base amounts under Performance Share Agreements.

How many Valero (VLO) shares did the CFO sell or dispose of, and at what price?

The Form 4 shows dispositions of 2,517 shares at $190.33 per share in a transaction coded "F" (typically tax withholding) and an additional 1,882 shares at $190.33 per share in a transaction coded "D".

What is Harminder S. Bhullar’s remaining Valero (VLO) share ownership after these transactions?

After the reported settlements and dispositions on January 21, 2026, Harminder S. Bhullar directly owned 23,397 shares of Valero Energy common stock.

Were the Valero (VLO) performance share settlements cash transactions for the CFO?

No cash exercise price is shown for the performance shares. The Form 4 lists an exercise price of $0 per performance share unit, indicating the common shares were issued without a cash payment by Bhullar under the terms of the Performance Share Agreements.

What do the settlement percentages (175%, 200%, 150%) mean in the Valero (VLO) CFO’s Form 4?

The footnotes state that the performance shares were settled at 175%, 200%, and 150% of base pursuant to Performance Share Agreements. This means the number of shares delivered was a multiple of the original target award based on the plans’ performance criteria.