Valero director exercises stock units, trims 304 shares

VALERO ENERGY CORP/TX director Rayford Jr Wilkins reported routine equity compensation activity and a small share disposition.

Rhea-AI Filing Summary

VALERO ENERGY CORP/TX director Rayford Jr Wilkins reported routine equity compensation activity and a small share disposition. He exercised Stock Units covering 1,381 shares of Common Stock at a stated price of $0.0000 per share, receiving shares under a Stock Unit Award Agreement. He also disposed of 304 Common Stock shares back to the issuer at $239.2600 per share. Following these transactions, he held 43,079 Common Stock shares directly, indicating a modest net increase in his ownership position.

Insider Trade Summary

1,381 shares exercised/converted

Exercise 3 txns

Insider WILKINS RAYFORD JR

Role Director

Type	Security	Shares	Price	Value
Exercise	Stock Units	1,381	$0.00	$0.00
Exercise	Common Stock	1,381	$0.00	$0.00
Disposition	Common Stock	304	$239.26	$73K

Holdings After Transaction: Stock Units — 0 contracts (Direct); Common Stock — 43,079 shares (Direct)

Footnotes (1)

1. F1. Shares reporting person received per Stock Unit Award Agreement.

Key Figures

Shares disposed to issuer: 304 shares Disposition price: $239.2600 per share Shares from stock unit exercise: 1,381 shares +5 more

8 metrics

Shares disposed to issuer 304 shares Common Stock disposition to issuer at $239.2600 per share

Disposition price $239.2600 per share Price for 304 Common Stock shares returned to issuer

Shares from stock unit exercise 1,381 shares Common Stock received by exercising Stock Units

Exercise price $0.0000 per share Stated transaction price for Stock Unit conversion

Shares held after disposition 43,079 shares Common Stock directly owned after issuer disposition

Shares held after exercise line 43,383 shares Intermediate total shown after Common Stock acquisition entry

Derivative stock units exercised 1,381 units Stock Units converted into Common Stock on exercise date

Remaining derivative units 0 units Stock Units total following exercise and expiration

Key Terms

Disposition to issuer, Stock Units, derivative security, Stock Unit Award Agreement

4 terms

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for 304 shares"

Stock Units financial

"security_title: "Stock Units" with 1,381 units exercised"

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Stock Unit Award Agreement financial

"Footnote: "Shares reporting person received per Stock Unit Award Agreement.""

FAQ

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

What insider transactions did Valero (VLO) director Rayford Jr Wilkins report?

Rayford Jr Wilkins reported exercising Stock Units into 1,381 Valero Common Stock shares and disposing of 304 Common Stock shares back to the issuer. These moves reflect routine equity compensation activity rather than open-market buying or selling.

How many Valero (VLO) shares does Rayford Jr Wilkins hold after this Form 4?

After the reported transactions, Rayford Jr Wilkins directly holds 43,079 shares of Valero Common Stock. This reflects a modest net increase in his position following the exercise of Stock Units and a small disposition to the issuer.

What price was used for the Valero (VLO) stock disposition in this filing?

The disposition to the issuer involved 304 shares of Valero Common Stock at a price of $239.2600 per share. This transaction is coded as a disposition to the issuer, not an open-market sale on an exchange.

How were the 1,381 Valero (VLO) shares acquired by Rayford Jr Wilkins?

The 1,381 Valero shares were acquired by exercising Stock Units, with a stated transaction price of $0.0000 per share. A footnote explains these shares were received under a Stock Unit Award Agreement, indicating compensation-related equity rather than market purchases.

Does this Valero (VLO) Form 4 show any open-market buying or selling?

The Form 4 does not show open-market buying or selling. It reports a derivative exercise of Stock Units into Common Stock and a disposition of 304 shares to the issuer, both coded as internal equity-compensation-related events rather than market trades.

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

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Accepted by SEC EDGAR 05/07/2026 - 04:27 PM EDT 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^*

WILKINS RAYFORD JR

(Last) (First) (Middle)

P.O. BOX 696000

(Street)

SAN ANTONIO TEXAS 78269-6000

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

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

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

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	05/06/2026		M		1,381	A	(1)	43,383	D
Common Stock	05/06/2026		D		304	D	$239.26	43,079	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
Stock Units	(1)	05/06/2026		M			1,381	05/06/2026	05/06/2026	Common Stock	1,381	(1)	0	D

Explanation of Responses:

1. Shares reporting person received per Stock Unit Award Agreement.

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Rayford Wilkins Jr.	05/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)