Valero (VLO) EVP & COO exercises performance shares and sells stock

Rhea-AI Filing Summary

Valero Energy (VLO) executive Gary K. Simmons, EVP & COO, reported multiple equity award settlements and stock transactions dated 01/21/2026. Previously granted performance share awards were settled into common stock in several tranches, resulting in the acquisition of 5,673, 2,165, 10,457 and 9,251 shares of Valero common stock at an exercise price of $0 per share.

On the same date, Simmons disposed of 10,882 shares of common stock at $190.33 per share in a transaction coded "F" and a further 8,330 shares at $190.33 per share in a transaction coded "D." After these transactions, he directly beneficially owned 227,057 shares of Valero common stock, and a footnote states this amount does not include 13,122.018 shares indirectly held 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)
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		5,673	A	$0	224,396	D
Common Stock	01/21/2026		M		2,165	A	$0	226,561	D
Common Stock	01/21/2026		M		10,457	A	$0	237,018	D
Common Stock	01/21/2026		M		9,251	A	$0	246,269	D
Common Stock	01/21/2026		F		10,882	D	$190.33	235,387	D
Common Stock	01/21/2026		D		8,330	D	$190.33	227,057(1)	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			3,036	(2)	(2)	Common Stock	5,673	$0	0	D
Performance Shares	$0	01/21/2026		M			1,158	(2)	(2)	Common Stock	2,165	$0	0	D
Performance Shares	$0	01/21/2026		M			4,997	(3)	(3)	Common Stock	10,457	$0	4,996	D
Performance Shares	$0	01/21/2026		M			6,024	(4)	(4)	Common Stock	9,251	$0	12,046	D

Explanation of Responses:

1. The 227,057 amount does not include 13,122.018 shares indirectly held by the reporting person in a thrift plan.

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

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

4. 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 Gary K. Simmons	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) EVP & COO Gary K. Simmons report?

Simmons reported settlements of previously awarded performance shares into Valero common stock and related acquisitions and dispositions of common shares on 01/21/2026.

How many Valero common shares did Gary K. Simmons acquire from performance awards?

On 01/21/2026, performance share awards were settled into 5,673, 2,165, 10,457 and 9,251 Valero common shares, each at an exercise price of $0 per share.

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

On 01/21/2026, Simmons disposed of 10,882 Valero common shares at $190.33 per share in a transaction coded "F" and 8,330 shares at $190.33 per share in a transaction coded "D."

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

Following the reported transactions, Simmons directly beneficially owned 227,057 Valero common shares. A footnote explains this does not include 13,122.018 shares indirectly held in a thrift plan.

What is Gary K. Simmons’ role at Valero Energy (VLO)?

Gary K. Simmons is reported as an officer of Valero Energy Corporation, serving as EVP & COO (Executive Vice President and Chief Operating Officer).

What do the performance share footnotes in Gary K. Simmons’ Form 4 indicate?

The footnotes state that the transactions involve settlement of previously awarded or granted performance shares at 175%, 200%, and 150% of base, pursuant to the terms of a Performance Share Agreement.