Valero (NYSE: VLO) CEO nets stock from awards, disposes shares

Rhea-AI Filing Summary

Valero Energy CEO and President R. Lane Riggs, who also serves as a director, reported multiple equity award settlements and related stock movements dated 01/21/2026. Performance share awards converted into common stock through several transactions coded "M," adding 13,721, 5,576, 28,799, and 24,136 shares of Common Stock at an exercise price of $0 per share. These settlements reflect previously granted performance shares vesting at 150%, 175%, and 200% of their base levels under Performance Share Agreements.

To cover obligations associated with these awards, 28,457 common shares were disposed of in a transaction coded "F" at $190.33 per share, and a further 21,886 common shares were disposed of in a transaction coded "D" at $190.33 per share. After all reported transactions, Riggs directly beneficially owned 366,170 shares of Valero Energy 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^*

Riggs R. Lane

(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)

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

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		13,721	A	$0	358,002	D
Common Stock	01/21/2026		M		5,576	A	$0	363,578	D
Common Stock	01/21/2026		M		28,799	A	$0	392,377	D
Common Stock	01/21/2026		M		24,136	A	$0	416,513	D
Common Stock	01/21/2026		F		28,457	D	$190.33	388,056	D
Common Stock	01/21/2026		D		21,886	D	$190.33	366,170	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			7,343	(1)	(1)	Common Stock	13,721	$0	0	D
Performance Shares	$0	01/21/2026		M			2,984	(1)	(1)	Common Stock	5,576	$0	0	D
Performance Shares	$0	01/21/2026		M			13,763	(2)	(2)	Common Stock	28,799	$0	13,763	D
Performance Shares	$0	01/21/2026		M			15,717	(3)	(3)	Common Stock	24,136	$0	31,433	D

Explanation of Responses:

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

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

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

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for R. Lane Riggs	01/23/2026
	** 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 activity did Valero Energy (VLO) report for CEO R. Lane Riggs?

The filing shows that CEO and President R. Lane Riggs, also a director of Valero Energy, settled multiple previously granted performance share awards into Common Stock on 01/21/2026, then disposed of some of the resulting shares, including transactions coded "F" and "D" at $190.33 per share.

How many Valero (VLO) shares did the CEO acquire through performance share settlements?

On 01/21/2026, performance share awards were exercised in four "M" transactions, adding 13,721, 5,576, 28,799, and 24,136 shares of Common Stock at an exercise price of $0 per share, following vesting of performance shares at 150%, 175%, and 200% of base levels.

How many Valero Energy (VLO) shares did the CEO dispose of and at what price?

The filing reports a transaction coded "F" disposing of 28,457 common shares at $190.33 per share and a transaction coded "D" disposing of 21,886 common shares at $190.33 per share on 01/21/2026.

How many Valero Energy (VLO) shares does CEO R. Lane Riggs own after these transactions?

After all reported transactions on 01/21/2026, R. Lane Riggs directly beneficially owned 366,170 shares of Valero Energy common stock.

What are the performance share vesting details in this Valero (VLO) Form 4?

The footnotes state that the performance shares settled at 175%, 200%, and 150% of base amounts, respectively, in line with the terms of Performance Share Agreements, resulting in the common stock amounts shown in the derivative and non-derivative tables.

Is this Valero (VLO) filing related to derivative securities or only common stock?

The filing covers both: it shows Performance Shares as derivative securities being settled (transactions coded "M") and the resulting Common Stock positions and dispositions in the non-derivative section.