Vanguard (VLO) discloses 22.7M-share, 7.58% stake in Valero (Schedule 13G)

Rhea-AI Filing Summary

Valero Energy Corp reported a Schedule 13G filing showing 22,677,340 shares of Common Stock beneficially owned, equal to 7.58% of the class as of 03/31/2026.

The filing names Vanguard Capital Management as the reporting person and states sole power to dispose over 22,677,340 shares and sole voting power over 3,052,049 shares. The filing also notes that ownership reflects holdings across Vanguard affiliates and managed funds.

Insights

Institutional Ownership Analyst

Vanguard holds a meaningful 7.58% stake reported on Schedule 13G.

The filing documents that Vanguard Capital Management beneficially owns 22,677,340 shares with sole dispositive power, indicating control over sales decisions for that lot. The form is a passive ownership disclosure under Schedule 13G.

Holdings aggregate across Vanguard business units and managed funds; subsequent filings could show changes if Vanguard alters its stake or voting posture.

Corporate Governance Specialist

Voting and dispositive splits are disclosed; Vanguard retains limited voting control relative to dispositive power.

The record shows 3,052,049 shares with sole voting power and 22,677,340 shares with sole dispositive power, which may reflect client-managed positions versus pooled fund voting arrangements. This distinction matters for proxy outcomes.

Proxy tallies and future governance votes should reference updated ownership filings for any changes ahead of shareholder meetings.

Key Figures

Beneficial ownership: 22,677,340 shares Percent of class: 7.58% Sole voting power: 3,052,049 shares +4 more

7 metrics

Beneficial ownership 22,677,340 shares Amount beneficially owned as of 03/31/2026

Percent of class 7.58% Percent of common stock reported

Sole voting power 3,052,049 shares Sole power to vote or direct the vote

Sole dispositive power 22,677,340 shares Sole power to dispose or direct disposition

Report type Schedule 13G Passive institutional ownership disclosure

Reporting date 03/31/2026 Date referenced at top of filing

Signature date 04/30/2026 Filed and signed by Head of Global Fund Administration

Key Terms

Beneficially owned, Sole dispositive power, Schedule 13G, Investment Company Act

4 terms

Beneficially owned regulatory

"reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 22677340"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G regulatory

"Item 1. | (a) | Name of issuer: Valero Energy Corp"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Investment Company Act regulatory

"investment companies registered under the Investment Company Act of 1940"

The Investment Company Act is a law that sets rules for businesses whose main activity is managing and selling pooled money, such as mutual funds and other investment funds. It matters to investors because it requires clear reporting, limits managers from putting their own interests ahead of clients, and mandates safekeeping and oversight of assets—similar to safety inspections and traffic rules that help keep shared vehicles reliable and trustworthy.

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

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Accepted by SEC EDGAR 04/30/2026 - 02:26 PM Learn about SEC filing dates

FAQ

What stake does Vanguard report in Valero Energy (VLO)?

Vanguard reports beneficial ownership of 22,677,340 shares, representing 7.58% of Valero's common stock as of 03/31/2026. The filing attributes dispositive power over all 22,677,340 shares to Vanguard Capital Management.

Who has voting power for the shares Vanguard reported?

The filing shows sole voting power for 3,052,049 shares and sole dispositive power for 22,677,340 shares. Shared voting and dispositive powers are reported as 0 in the disclosure.

Is Vanguard reporting these shares on behalf of other Vanguard entities?

Yes. The filing states the count reflects securities held across Vanguard affiliates and managed funds, including named divisions such as Vanguard Asset Management Limited and Vanguard Global Advisers, LLC.

What form was used to report Vanguard’s holdings in VLO?

Vanguard filed a Schedule 13G to report passive institutional ownership of Valero common stock, signed and submitted by an authorized representative on behalf of Vanguard Capital Management.

Does the filing identify any other person with >5% ownership?

The filing states that no other single person's interest in the reported securities exceeds 5%; Vanguard represents the aggregated managed holdings that reach 7.58%.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Valero Energy Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91913Y100

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 91913Y100

1

Names of Reporting Persons

Vanguard Capital Management

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,052,049.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 22,677,340.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,677,340.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.58 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Valero Energy Corp
(b)	Address of issuer's principal executive offices: One Valero Way, San Antonio, TX, 78249
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 91913Y100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 22677340
(b)	Percent of class: 7.58 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3052049
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 22677340
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026