Valero (NYSE: VLO) EVP Walsh awarded shares and withholds stock for tax

Rhea-AI Filing Summary

Valero Energy executive vice president and general counsel Richard Joe Walsh reported equity awards and a related tax withholding transaction. On February 25, 2026, he acquired 8,800 performance shares and 8,800 shares of common stock at $0 per share as grant/award acquisitions.

The common stock grant is described as restricted stock subject to time vesting. The performance shares vest annually in one-third increments beginning in 2027 and can pay out between zero and 200 percent of the awarded amount in common shares. To satisfy tax obligations, 3,463 common shares were disposed of at $198.025 per share through a tax-withholding disposition. After these transactions, Walsh directly owned 100,195 common shares, not including 19,019.259 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^*

Walsh Richard Joe

(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 & GC

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		8,800(1)	A	$0	103,658	D
Common Stock	02/25/2026		F		3,463	D	$198.025	100,195(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		8,800		(3)	(3)	Common Stock	8,800	$0	8,800	D

Explanation of Responses:

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

2. The 100,195 amount does not include 19,019.259 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 Richard Joe Walsh	02/27/2026
	** 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 did Valero (VLO) EVP Richard Joe Walsh report on this Form 4?

Richard Joe Walsh reported equity awards and a tax withholding. He received 8,800 performance shares and 8,800 restricted common shares, and had 3,463 common shares withheld at $198.025 per share to cover tax obligations related to the awards.

How many Valero (VLO) shares does Richard Joe Walsh hold after these transactions?

After the reported transactions, Richard Joe Walsh directly owned 100,195 shares of Valero common stock. The footnotes also state he indirectly holds 19,019.259 additional shares in a thrift plan, which are not included in the 100,195 direct ownership figure.

What are the terms of the performance share award reported by Valero (VLO) EVP Walsh?

Walsh received 8,800 performance shares that vest annually in one-third increments beginning in 2027. The award is payable in common stock in amounts ranging from zero to 200 percent of the performance shares, under a specified Performance Share Agreement.

What does the restricted stock grant to Valero (VLO) EVP Richard Walsh involve?

The Form 4 notes an award of 8,800 shares of restricted common stock to Walsh. These shares are subject to time-based vesting conditions, meaning he gains full ownership rights over time rather than immediately upon grant of the shares.

Why were 3,463 Valero (VLO) shares disposed of in Richard Walsh’s Form 4?

The disposition of 3,463 common shares at $198.025 per share is coded as F, indicating shares were withheld to satisfy tax liabilities tied to the equity awards, rather than an open-market sale initiated for investment or portfolio reasons.

How does the Form 4 distinguish between direct and indirect Valero (VLO) ownership for Walsh?

The filing shows direct ownership of 100,195 common shares after the transactions. A footnote explains this total excludes 19,019.259 shares held indirectly in a thrift plan, clarifying that those additional shares are beneficially owned through that plan arrangement.