Valero (NYSE: VLO) EVP settles performance shares and sells stock

Rhea-AI Filing Summary

Valero Energy executive vice president and general counsel Richard Joe Walsh reported several stock and award transactions dated 01/21/2026. He converted previously granted performance share awards into common stock in three tranches of 4,310, 5,280, and 5,351 shares at an exercise price of $0 per share. Footnotes state these performance shares settled at 175%, 200%, and 150% of base under their Performance Share Agreements. On the same date, he disposed of 5,923 and 4,507 common shares at a price of $190.33 per share. After these transactions, he directly owned 94,858 common shares, which does not include 19,014.339 shares held indirectly 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

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^*

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)
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		4,310	A	$0	94,657	D
Common Stock	01/21/2026		M		5,280	A	$0	99,937	D
Common Stock	01/21/2026		M		5,351	A	$0	105,288	D
Common Stock	01/21/2026		F		5,923	D	$190.33	99,365	D
Common Stock	01/21/2026		D		4,507	D	$190.33	94,858(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			2,306	(2)	(2)	Common Stock	4,310	$0	0	D
Performance Shares	$0	01/21/2026		M			2,523	(3)	(3)	Common Stock	5,280	$0	2,523	D
Performance Shares	$0	01/21/2026		M			3,484	(4)	(4)	Common Stock	5,351	$0	6,966	D

Explanation of Responses:

1. The 94,858 amount does not include 19,014.339 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 awarded performance shares at 200% of base pursuant to terms of a Performance Share Agreement.

4. Settlement of previous 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 Richard Joe Walsh	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).
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.

FAQ

What insider activity did Valero Energy (VLO) report for EVP & GC Richard Joe Walsh?

Valero Energy reported that Richard Joe Walsh, executive vice president and general counsel, carried out multiple transactions on 01/21/2026. He converted performance share awards into common stock in three transactions and disposed of common shares in two separate transactions on the same date.

How many Valero Energy (VLO) common shares did Richard Joe Walsh acquire and sell on 01/21/2026?

On 01/21/2026, Richard Joe Walsh acquired common stock in three lots of 4,310, 5,280, and 5,351 shares at an exercise price of $0 per share. He disposed of 5,923 and 4,507 common shares at a price of $190.33 per share.

What performance share settlements were disclosed for Valero Energy (VLO) executive Richard Joe Walsh?

The filing states that performance shares were settled at 175%, 200%, and 150% of base, each pursuant to the terms of a Performance Share Agreement. These settlements correspond to previously awarded performance shares that were converted into common stock on 01/21/2026.

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

Following the reported transactions, Richard Joe Walsh directly owned 94,858 shares of Valero Energy common stock. A footnote explains that this figure does not include an additional 19,014.339 shares indirectly held by him in a thrift plan.

At what price were Richard Joe Walsh’s Valero Energy (VLO) share disposals executed?

The filing shows that on 01/21/2026 he disposed of 5,923 and 4,507 shares of Valero Energy common stock at a price of $190.33 per share.

What role does Richard Joe Walsh hold at Valero Energy (VLO) according to this Form 4?

According to the Form 4, Richard Joe Walsh is an officer of Valero Energy with the title EVP & GC, which stands for executive vice president and general counsel.