Valero (VLO) SVP Eric A. Fisher receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Valero Energy senior vice president Eric A. Fisher reported equity compensation changes involving both awards and a related tax share disposal. He received a grant of 5,990 performance shares, which vest annually in one-third increments beginning in 2027 and can pay out from zero to 200 percent in common stock based on performance. He also received an award of 5,990 shares of restricted common stock subject to time-based vesting. To satisfy tax obligations, 2,358 shares of common stock were disposed of at $198.025 per share through share withholding rather than an open-market sale. After these transactions, he directly held 50,553 common shares, not including 1,083.877 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^*

Fisher Eric A

(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

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		5,990(1)	A	$0	52,911	D
Common Stock	02/25/2026		F		2,358	D	$198.025	50,553(2)	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		5,990		(3)	(3)	Common Stock	5,990	$0	5,990	D

Explanation of Responses:

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

2. The 50,553 amount does not include 1,083.877 shares indirectly held by the reporting person in a thrift plan.

3. The performance shares vest annually in one-third increments beginning in 2027, payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares pursuant to the terms of a Performance Share Agreement.

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Eric A. Fisher	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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** 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 equity awards did Valero (VLO) executive Eric A. Fisher receive?

Eric A. Fisher received two equity awards: 5,990 performance shares and 5,990 shares of restricted common stock. The restricted stock is subject to time-based vesting, while the performance shares vest over time and convert into common stock based on future performance results.

How do Eric A. Fisher’s Valero (VLO) performance shares vest?

Fisher’s 5,990 performance shares vest annually in one-third increments beginning in 2027. They are payable in Valero common stock in amounts ranging from zero to 200 percent of the granted performance shares, depending on the company’s performance under a Performance Share Agreement.

Did Eric A. Fisher sell Valero (VLO) shares in this Form 4 filing?

The filing shows a disposition of 2,358 Valero common shares coded “F,” indicating shares were withheld to pay taxes. This reflects tax-withholding disposition at $198.025 per share, not an ordinary open-market sale initiated for portfolio or valuation reasons.

How many Valero (VLO) shares does Eric A. Fisher hold after these transactions?

After the reported transactions, Fisher directly holds 50,553 shares of Valero common stock. This total does not include an additional 1,083.877 shares that he indirectly holds in a thrift plan, which are referenced separately from his directly owned holdings.

What is the nature of the restricted stock grant to Eric A. Fisher at Valero (VLO)?

The common stock grant to Fisher is described as an award of restricted shares subject to time vesting. This means the 5,990 restricted shares will become fully owned over time, assuming continued service and satisfaction of the vesting conditions specified in the award.

How might the Valero (VLO) performance share award impact Eric A. Fisher’s future ownership?

The performance share award can significantly change Fisher’s future ownership because payouts range from zero to 200 percent of 5,990 shares. Actual shares received will depend on Valero’s performance against metrics defined in the Performance Share Agreement over the vesting period.