Valero director exercises units, returns 511 shares

Valero Energy director Fred M. Diaz reported a mix of equity compensation activity.

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Form Type

Rhea-AI Filing Summary

Valero Energy director Fred M. Diaz reported a mix of equity compensation activity. On May 6, 2026, he exercised 1,381 Stock Units at $0.00 per unit into the same number of shares of common stock, described as received under a Stock Unit Award Agreement. On the same date, he disposed of 511 shares of common stock back to the issuer at $239.26 per share. After these transactions, Diaz directly holds 4,652 shares of Valero common stock and no remaining Stock Units from this award.

Insider Trade Summary

1,381 shares exercised/converted

Exercise 3 txns

Insider Diaz Fred M

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	511	$239.26	$122K

Holdings After Transaction: Stock Units — 0 contracts (Direct); Common Stock — 4,652 shares (Direct)

Footnotes (1)

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

Key Figures

Shares disposed to issuer: 511 shares at $239.26 Stock Units exercised: 1,381 units at $0.00 Shares held after transactions: 4,652 shares +1 more

4 metrics

Shares disposed to issuer 511 shares at $239.26 Common Stock disposition to issuer on May 6, 2026

Stock Units exercised 1,381 units at $0.00 Stock Units converted into Common Stock on May 6, 2026

Shares held after transactions 4,652 shares Direct Valero common stock holdings after May 6, 2026 activity

Exercise-related derivative balance 0 Stock Units No remaining Stock Units after 1,381-unit exercise

Key Terms

Disposition to issuer, Stock Units, Stock Unit Award Agreement

3 terms

Disposition to issuer financial

"the 511-share transaction as a disposition to the issuer"

Stock Units financial

"He exercised 1,381 Stock Units at $0.00 per unit"

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.

Stock Unit Award Agreement financial

"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 Fred M. Diaz report?

Fred M. Diaz reported exercising 1,381 Stock Units into Valero common stock and disposing of 511 common shares back to the issuer at $239.26 per share, all dated May 6, 2026.

How many Valero (VLO) shares does Fred M. Diaz hold after this Form 4?

After the reported transactions, Fred M. Diaz directly holds 4,652 shares of Valero common stock. This reflects his position following both the 1,381-share Stock Unit exercise and the 511-share disposition to the issuer.

Was Fred M. Diaz’s Valero (VLO) transaction an open-market sale?

The filing describes the 511-share transaction as a disposition to the issuer, not an open-market sale. This means the shares were returned to Valero rather than sold through the public market on an exchange.

What does the Stock Unit exercise mean in the Valero (VLO) Form 4?

Diaz exercised 1,381 Stock Units at $0.00 into 1,381 Valero common shares. A footnote states these shares were received under a Stock Unit Award Agreement, indicating equity compensation rather than a market purchase.

Did Fred M. Diaz retain most of the Valero (VLO) shares received from this award?

Diaz received 1,381 common shares from exercising Stock Units and disposed of 511 shares to the issuer. Following these actions, he holds 4,652 Valero common shares directly, indicating he retained a majority of the exercised shares.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/07/2026 - 04:19 PM EDT

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^*

Diaz Fred M

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		M		1,381	A	⁽¹⁾	5,163	D
Common Stock	05/06/2026		D		511	D	$239.26	4,652	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 Fred M. Diaz	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)

Source: View Original Filing on SEC EDGAR