Valero (NYSE: VLO) CFO uses company shares to cover tax liability

Rhea-AI Filing Summary

Valero Energy senior vice president and CFO Harminder S. Bhullar reported two small share disposals to cover tax obligations. On February 22, 423 common shares were used for tax-withholding at about $199.89 per share, followed by 416 shares on February 23 at about $199.98. These transactions are coded as tax-withholding dispositions rather than open-market sales. Bhullar continues to hold 22,558 Valero common shares directly after the latest transaction.

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^*

Bhullar Harminder S.

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		F		423	D	$199.8939	22,974	D
Common Stock	02/23/2026		F		416	D	$199.98	22,558	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

Explanation of Responses:

Remarks:

	/s/ Ethan A. Jones as Attorney-in-Fact for Harminder S. Bhullar	02/24/2026
	** 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 does the latest Form 4 for Valero Energy (VLO) disclose?

The Form 4 shows Valero’s CFO, Harminder S. Bhullar, used company shares to satisfy tax-withholding obligations. Two small dispositions of 423 and 416 common shares were reported, both coded as tax-related transactions rather than open-market buys or sells.

How many Valero (VLO) shares did CFO Harminder S. Bhullar dispose of?

Harminder S. Bhullar disposed of 423 Valero common shares on February 22 and 416 shares on February 23. Both were coded as tax-withholding dispositions, meaning the shares were delivered to cover tax liabilities tied to equity compensation.

At what prices were the Valero (VLO) tax-withholding dispositions recorded?

The tax-withholding dispositions were recorded at about $199.89 per share for 423 shares and $199.98 per share for 416 shares. These prices reflect the values used to determine how many shares were needed to satisfy the related tax obligations.

How many Valero (VLO) shares does the CFO hold after these transactions?

After the February 23 tax-withholding disposition, Harminder S. Bhullar directly holds 22,558 Valero common shares. This share count reflects his remaining direct ownership following the delivery of a portion of shares to cover tax liabilities.

Were the recent Valero (VLO) insider transactions open-market sales?

No, the transactions were not open-market sales. Both entries are coded “F,” indicating payment of tax liability by delivering securities. This means shares were withheld or delivered to cover taxes associated with equity compensation, rather than sold on the open market.

Who is the insider involved in this Valero Energy (VLO) Form 4 filing?

The insider is Harminder S. Bhullar, Valero Energy’s senior vice president and chief financial officer. The filing reports his use of company shares to meet tax-withholding obligations arising from equity awards, while he retains a direct ownership stake in Valero common stock.