Valero Energy (VLO) CFO logs stock awards and tax-withheld shares

Rhea-AI Filing Summary

Valero Energy SVP & CFO Harminder S. Bhullar reported equity compensation changes and related tax-withholding transactions. On February 25, 2026, he received an award of 7,050 performance shares, which vest annually in one-third increments beginning in January 2027 with a payout range from zero to 200 percent, payable in common stock. He was also granted 7,050 shares of common stock as restricted stock subject to time vesting. On February 26, 2026, a total of two tax-withholding dispositions of common stock at $201.435 per share were reported, reflecting shares withheld to satisfy tax obligations on vesting of previous restricted stock awards rather than open-market sales. Following these transactions, he continued to hold directly owned common shares.

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)
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		7,050(1)	A	$0	29,608	D
Common Stock	02/26/2026		F		480(2)	D	$201.435	29,128	D
Common Stock	02/26/2026		F		529(2)	D	$201.435	28,599	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		7,050		(3)	(3)	Common Stock	7,050	$0	7,050	D

Explanation of Responses:

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

2. Shares withheld to satisfy tax obligations for vesting of previous awards of restricted stock.

3. Pursuant to the terms of a Performance Share Agreement, the performance shares vest annually in one-third increments beginning in January 2027, payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares and as otherwise set forth in the agreement

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Harminder S. Bhullar	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Valero Energy (VLO) disclose for CFO Harminder Bhullar?

Valero Energy disclosed that CFO Harminder Bhullar received grants of 7,050 performance shares and 7,050 restricted common shares, and had shares withheld in two tax-withholding dispositions tied to vesting of prior restricted stock awards, rather than open-market stock sales.

Were the Valero Energy (VLO) CFO’s Form 4 transactions open-market stock sales?

The reported dispositions were not open-market sales. They were tax-withholding transactions, where shares of Valero Energy common stock were withheld at $201.435 per share to satisfy tax obligations arising from the vesting of earlier restricted stock awards.

What performance share award did the Valero Energy (VLO) CFO receive?

The CFO received 7,050 performance shares that vest in one-third increments annually beginning in January 2027. The eventual payout, in Valero Energy common stock, can range from zero to 200 percent of the granted performance shares, depending on terms in the performance share agreement.

Did the Valero Energy (VLO) CFO also receive time-vested restricted stock?

Yes. In addition to performance shares, the CFO was awarded 7,050 shares of Valero Energy common stock as restricted stock, subject to time-based vesting conditions, meaning the shares become fully owned over time if the applicable service requirements are met.

How did these Form 4 transactions affect the Valero Energy (VLO) CFO’s shareholdings?

After the equity grants and related tax-withholding dispositions, the CFO continued to hold directly owned shares of Valero Energy common stock. The Form 4 reports updated share balances following each transaction, reflecting both the new awards and the shares withheld for tax liabilities.

At what price were Valero Energy (VLO) shares withheld for the CFO’s taxes?

The tax-withholding dispositions of Valero Energy common stock for the CFO’s vesting-related tax obligations used a price of $201.435 per share. This price was applied to the shares withheld to cover the tax liability from earlier restricted stock awards.