Valero Energy (VLO) 10-K risk factor changes: FY2025 vs FY2024

[removed: Risks Related to Our Business, Industry, and Operations][added: BUSINESS, INDUSTRY, AND OPERATIONS RISKS]

Our financial results are affected by volatile margins, which are dependent upon factors beyond our control, including the [removed: price of] [added: prices we pay to acquire] feedstocks and the market [removed: price] [added: prices] at which we can sell our products.

Our financial results are affected by the [removed: relationship, or margin,] [added: margin (i.e., the difference)] between our product prices and the prices for crude oil, corn, and other feedstocks that we purchase, which can vary [added: greatly] based on global and regional market conditions, as well as by type and class of product or feedstock.

[removed: Our cost] [added: The prices we pay] to acquire feedstocks and the [removed: price] [added: market prices] at which we can ultimately sell [added: our] products depend upon several [removed: factors beyond our control,] [added: factors,] including global and regional supplies, inventory levels, and availability of and demand for [removed: feedstocks (such as crude oil, waste and renewable] feedstocks, [removed: and corn),] liquid transportation [removed: fuels (such as gasoline, diesel, renewable diesel, SAF, and ethanol),] [added: fuels,] and other products.

These in turn depend on, among other things, global and regional production [removed: levels] [added: levels,] or capacities of suppliers and [removed: competitors,] [added: competitors; operational costs and flexibility (including] natural [removed: gas] [added: gas, electricity,] and [removed: electricity] [added: water] availability and [removed: costs,] [added: costs); transportation and logistics availability and costs; proximity and access to product and feedstock supplies and markets;] economic activity and growth [removed: levels (or the lack thereof),] [added: levels;] U.S. and foreign [removed: relations,] [added: relations (including tariffs, duties, sanctions, or other trade restrictions);] political [removed: affairs,] [added: affairs;] government [removed: regulations,] [added: regulations;] and the events described in many of the other risk factors below.

Although several refinery closures have recently been announced [added: or are in process] and others are expected in the future, there have also been recent additions to global refining capacity, which create risks and uncertainties related to product margins, volatility, and market perceptions of the refining industry.

Regarding low-carbon fuels margins, see also, among other risk factors set forth below, [added: “*The availability and prices of our feedstocks and other critical supplies expose us to risks,*” and] “*We are subject to risks arising from the Renewable and Low-Carbon Fuel Programs, and other regulations, policies, international certifications, and standards impacting low-carbon [removed: fuels*.”][added: fuels.*”]

[removed: Some] [added: Many] of these factors [added: are interrelated, beyond our control,] can vary globally [removed: or regionally] and [added: regionally, and] may change quickly, adding to market volatility, while others may have longer-term [removed: effects.][added: effects that are uncertain.]

We do not produce [removed: crude oil, waste or renewable feedstocks (except inedible DCOs), corn, or other] [added: any of our] primary [removed: feedstocks,] [added: feedstocks (other than DCOs produced by our ethanol plants),] and must purchase nearly all of the feedstocks we process.

Factors outside of our control, such as economic, legal, regulatory, and political [removed: uncertainties,] [added: uncertainties;] global geopolitical and other conflicts and [removed: tensions,] [added: tensions;] inflation (and the potential for increased prices to reduce [removed: demand),] [added: demand);] prolonged periods of high interest [removed: rates,] [added: rates;] and public health crises (such as [removed: the COVID-19 pandemic)] [added: pandemics or epidemics)] have negatively affected, and many such factors could continue to negatively affect, economic activity and growth levels of the U.S. [removed: and other countries.]

A reduction in the demand for our products could result from events and trends such as increases in fuel efficiency, decreases in travel or fuel consumption levels, and a transition by consumers to alternative fuel vehicles, such as electric vehicles [removed: (EVs)] and hybrid vehicles, in each case, whether as a result of government [removed: mandates or] [added: mandates,] incentives, [added: or actions (including foreign dumping),] industry developments, societal changes, or sentiment or perception with respect to our products, or fossil fuels and GHG emissions generally.

New developments may alter consumer fuel or energy preferences or make alternative fuel vehicles more affordable or desirable, including improvements in battery and storage technology, increases in driving ranges, increased availability of charging stations and other infrastructure, expanded and more reliable supply chains, [added: autonomous driving capabilities,] improvements in hydrogen fuel cell technology, and other technological changes.

[removed: Any such developments could increase consumer acceptance and result in greater] market penetration of alternative fuel vehicles or otherwise decrease the demand for our products.

There may also be new entrants into the low-carbon fuels industry [added: or developments by current competitors] that could meet [removed: demand for lower-carbon transportation fuels and modes of transportation] [added: the market’s demands] in a more efficient or less costly manner than our technologies and products.

We are subject to risks arising from [removed: sentiment towards climate-related matters, fossil fuels, GHG emissions,] [added: climate-] and other sustainability-related [removed: matters.][added: advocacy and pressure.]

In recent years, a number of [added: climate- and other sustainability-related] advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote [removed: climate-related] [added: various climate-] and other sustainability-related [removed: initiatives through activities including public pressure, investment, engagement,] [added: disclosure frameworks, actions,] and [removed: voting practices.][added: initiatives.]

[added: As a result, we have faced, and may continue] to face, [removed: increasing] pressure regarding our efforts and disclosures [removed: with respect] [added: related] to [added: such matters (e.g.,] GHG emissions reductions/displacements [removed: (including] [added: and] our methodologies and timelines with respect [removed: thereto) and other sustainability-related matters,] [added: thereto),] including [added: through requests by potential counterparties for certain written declarations or representations,] negative publicity, [removed: prescriptive] [added: special-interest driven] stockholder [removed: requests,] [added: requests] and [added: voting, prescriptive proxy advisory firm and scoring agency expectations and policies, and] demands for [removed: engagement thereon.][added: engagement.]

The methodologies, standards, and requirements for tracking and reporting [removed: GHG emissions] [added: many climate-] and other sustainability-related [removed: matters] [added: matters, such as GHG emissions,] have not been standardized or harmonized, and many continue to evolve.

Our interpretations of various [removed: voluntary or required] reporting standards may also differ from those of others.

However, as our business, strategy, low-carbon projects, market and financial conditions, and/or applicable methodologies, standards, or requirements continue to develop and evolve, we may [removed: significantly] revise or cease reporting or using [removed: certain] [added: any or all] such disclosures and methodologies if we determine that they are no longer [removed: advisable or] appropriate, or we are otherwise required to do so.

Any actual or perceived failure by us [removed: to achieve our publicly disclosed targets or long-term ambition] with respect to [removed: GHG emissions reductions/displacements within the timelines we have announced, or at all, or] [added: our disclosures and actions on such matters, including] a revision [removed: thereof or to our other sustainability-related disclosures,] [added: thereto,] could cause reputational [added: and commercial] harm, and expose us to litigation or [removed: regulatory] enforcement, among other negative impacts.

We are subject to risks arising from the [removed: cost and] availability [added: and prices] of natural [removed: gas] [added: gas, electricity,] and [removed: electricity.][added: water.]

Our operations depend on the reliable supply of natural [removed: gas] [added: gas, electricity,] and [removed: electricity.][added: water.]

We consume significant amounts of natural [removed: gas] [added: gas, electricity,] and [removed: electricity] [added: water] to operate our refineries and plants, and [removed: natural gas and electricity] [added: the] prices [added: thereof can] have a measurable effect on the total cost of our operations.

We also purchase other commodities whose prices may vary depending on the prices of natural [removed: gas or electricity.][added: gas, electricity, and water.]

[removed: The volatility of] [added: Volatility in the] prices for [removed: both] natural gas and [removed: electricity represent] [added: electricity, in particular, is] an ongoing [removed: challenge] [added: risk] to [removed: our operating results.][added: such costs.]

[removed: Additionally, the] [added: The] availability and [removed: cost] [added: prices] of natural [removed: gas] [added: gas, electricity,] and [removed: electricity] [added: water] have been, and could continue to be, affected by numerous events, such as [added: (as applicable)] government [removed: regulations,] [added: regulations or actions (including sanctions); rationing and curtailment;] rate [removed: increases,] [added: increases;] weather (e.g., [removed: hurricanes] [added: droughts, hurricanes,] and periods of extreme heat or [removed: cold),] [added: cold);] logistics [removed: interruptions,] [added: interruptions;] electric grid [removed: outages,] [added: outages;] cybersecurity [removed: incidents,] [added: incidents;] intermittent electricity generation (particularly from wind and [removed: solar), hostilities, terrorism, protests, sanctions,] [added: solar); hostilities; terrorism; protests;] human [removed: error,] [added: error; population] and [added: industry growth; infrastructure or] supply [added: mismanagement;] and [removed: demand imbalances for natural gas] [added: supply] and [removed: electricity.][added: demand imbalances.]

Growing electrification and rapidly developing and increasing technology use (such as artificial intelligence (AI), computer processing, cryptocurrency mining, and cloud storage, [removed: and] [added: as well as] the data centers and power supplies required to support these activities) will also likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which [removed: would] exacerbate the foregoing challenges, including [added: by] increasing costs.

[removed: government regulations] [added: Government] and [added: private impediments and] opposition to [removed: pipeline construction and electricity generation and transmission] [added: certain infrastructure] projects [added: (including pipelines)] have also resulted in, and could continue to result in, the underinvestment in, or unavailability of, the infrastructure and logistics assets needed to [added: transport and] obtain natural [removed: gas] [added: gas, electricity,] and [removed: electricity] [added: water] in a reliable and cost-efficient manner.

[removed: While we actively manage these risks through contracting and hedging our exposure to price volatility as appropriate, and by pursuing projects that reduce our reliance on third parties and fortify the resilience of our assets,] [added: However,] increases in [added: the] prices for natural gas and electricity, [removed: or] [added: and] disruptions to our supplies thereof, have had, and could again have, a material adverse effect on our business, financial condition, results of operations, and liquidity.

[removed: We are subject to risks related to the costs and] [added: The] availability [added: and prices] of our feedstocks and other critical [removed: supplies.][added: supplies expose us to risks.]

We source our petroleum-based and low-carbon fuel feedstocks, as well as many other critical supplies, such as catalyst, chemicals, treating materials, and metal-based [removed: consumables] [added: consumables,] from suppliers throughout the world.

We are, therefore, subject to the [added: legal,] political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, different areas across the [removed: world, including global geopolitical and other conflicts and tensions (such as the Russia-Ukraine conflict and turmoil in the Middle East and other producing regions) that have impacted, and may continue to impact, trade flows and transportation costs.][added: world.]

If one or more of our supply contracts were terminated, or if [removed: political] [added: legal, government, political,] or other [removed: events] [added: developments (including global geopolitical and other conflicts and tensions)] were to disrupt our traditional feedstock and other critical supplies, we believe that adequate alternative supplies would be available, but it is possible that we would be unable to [removed: find] [added: obtain] adequate or optimal alternative sources of [removed: supply.][added: supply, or would be able to do so only at unfavorable prices or costs.]

If we are unable to obtain adequate or optimal [removed: volumes,] [added: supplies,] or are able to [removed: obtain such volumes] [added: do so] only at [removed: increased] [added: unfavorable] prices or costs, our business, financial condition, results of operations, and liquidity could be materially and adversely affected, including from reduced product sales [removed: volumes or] [added: volumes, curtailed production, lower product margins, and] higher operating costs.

The U.S. [removed: government] [added: and other governments] can also prevent or restrict us from doing business [removed: in or with] [added: involving] other countries.

U.S. and other government sanctions and actions by governments and private [removed: market participants] [added: parties] to refrain from purchasing or transporting crude oil and petroleum-based products from particular countries [added: (such as Russia and Iran)] have impacted, and may continue to impact, trade [removed: flows,] [added: flows] and our access to [added: certain] business [removed: opportunities in various countries.][added: opportunities.]

The U.S. federal government under the current [removed: presidential] administration has also implemented and indicated the potential for new or revised tariffs, duties, sanctions, and other actions with respect to U.S. and foreign trade, manufacturing, and investment, and some foreign governments have in turn implemented or indicated the potential for similar responses impacting U.S. goods and/or foreign operations and [removed: businesses] [added: business] dealings of U.S. companies.

While there [removed: is currently] [added: continues to be] a lack of certainty around the [added: ongoing] likelihood, timing, and details [added: with respect to the continuation or future invalidation, expansion, revision, or implementation] of [removed: many] such actions, [removed: similar events] [added: as well as the impact of litigation and consequent court orders, such actions] have in [removed: the past] [added: certain instances] had, and could again have, an adverse effect on our ability to obtain optimal or adequate volumes of feedstocks and other critical supplies at favorable prices and costs.

[removed: Any such disruption to DGD’s feedstock supply] [added: Such events] could [removed: adversely impact its] [added: result in changes in our financial] and [added: accounting estimates and assumptions and adversely affect] our business, financial condition, results of operations, and liquidity.

and other countries.

We actively manage these risks through contracting and, in the case of natural gas and electricity, hedging, as appropriate, and by pursuing projects that reduce our reliance on third parties and fortify the resilience of our assets and supplies.

Certain of our refineries in Texas have also recently experienced various water supply challenges that remain ongoing to various degrees and in certain instances have resulted in, or are

expected to result in, additional capital expenditures and/or ongoing costs.

We could experience additional water supply challenges in the future.

There is also ongoing uncertainty regarding the ultimate impacts of recent events involving Venezuela, including with respect to foreign trade and product margins, among others.

Feedstock sourcing has also been the subject of scrutiny for certain crude oils we process, and shifting legislative, regulatory, and market sentiment regarding various sources of crude oil supply has previously resulted in adverse consequences with respect to our refineries, such as the denial or delay of permits to construct refinery projects that facilitate the processing of crude oil from particular sources.

Similar events may occur in the future.

Comparable scrutiny and shifting sentiment have occurred with respect to certain feedstocks for our low-carbon fuels business as described in the paragraph below and in the cross-reference therein.

Our Refining and Ethanol segments have not been significantly impacted to date by recent U.S. tariffs and foreign duties.

However, DGD’s foreign feedstock supplies have recently been impacted, and could continue to be impacted, by U.S. tariffs, as well as by many of the other developments discussed in “*We are subject to risks arising from the Renewable and Low-Carbon Fuel Programs, and other regulations, policies, international certifications, and standards impacting low-carbon fuels.*” The impacts thereof have been compounded by the fact that U.S.-produced renewable diesel and SAF have recently been subject to duties in several foreign jurisdictions, while similar duties have not been broadly applied to

imports into the U.S. of foreign renewable diesel and SAF (as finished products), nor have foreign jurisdictions broadly levied tariffs similar to the U.S. on feedstocks that foreign renewable diesel and SAF producers may import and use to produce such products outside the U.S. These events have at times made DGD’s use of certain feedstocks (particularly foreign feedstocks) economically impractical, and resulted in reduced margins, curtailed production, and potentially reduced access to certain product markets due to competitive cost disadvantages, which have had, and could continue to have, an adverse impact on its and our business, financial condition, results of operations, and liquidity.

it could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Differences in competitors’ businesses or resources may at times provide them a competitive advantage.

Our pursuit of capital and other strategic projects and actions exposes us to various risks.

costs and charges related thereto, a decreased market outlook, and/or impacts under our capital allocation framework.

We also regularly assess our facilities and operations in light of market dynamics and the regulatory environment and have taken, and may in the future take, strategic actions to optimize our portfolio of assets, including those described in Note 2 of Notes to Consolidated Financial Statements with respect to our operations in California.

While we expect overall positive results from these strategic actions, there is no assurance that the anticipated benefits will materialize or continue.

Unforeseen delays, costs, negative publicity, litigation, enforcement, and other difficulties may arise, including in adapting our other operations and fulfilling our contractual obligations, that negatively impact the actual results and execution of such strategic actions compared to our expectations.

Any such developments could increase consumer acceptance and result in greater

Competition within the global ethanol industry also continues to grow.

The demand for many of our low-carbon fuels may significantly decline without sufficient and continued government support and incentives therefor, and if our competitors are able to capture the benefits from such government support and incentives to a greater degree than we are it may place us at a competitive disadvantage.

We may also be pressured or compelled to disclose information that may not be feasible or obtainable.

Such laws, regulations, policies, and actions have in certain instances included increases in fuel economy or efficiency standards; stricter tailpipe emissions standards; low-carbon fuel standards; restrictions and bans on vehicles using internal combustion engines; limitations on using certain petroleum-based products and biofuel feedstocks; and tariffs, duties, and incentives.

Under the current administration in the U.S., a number of legal, regulatory, and political actions have been taken or proposed that have resulted in, or may result in, many of these laws, regulations, policies, and actions being modified, rescinded, invalidated, revoked, or eliminated, and others have been delayed or relaxed across the world.

However, the ultimate timing and outcome of many such actions are currently unknown and are subject to uncertainty due to pending or future legal, regulatory, and political actions.

Mexico has also implemented an informal, nationwide retail price cap on regular gasoline that could be expanded to other fuels, or could become legally binding.

Such risks remain particularly acute in California.

regulation, or policy, as noted above, and it is not currently possible to predict the ultimate effects thereof on us.

A significant portion of our low-carbon fuels are sold in California, Canada, the U.K., and the European Union (EU).

Regarding the RFS, in June 2025, the EPA announced proposed rules (RFS Set II) that would, among other things, impose increased RVOs for 2026 and 2027, particularly with respect to biomass-based diesel, while also proposing to (i) reduce by 50 percent the number of RINs that may be generated for U.S. domestically produced renewable fuels made from foreign feedstocks, as well as for imports into the U.S. of finished renewable fuel; (ii) reduce the equivalency values for biomass-based diesel and renewable diesel produced through hydrogenation, which is used by DGD for renewable diesel and SAF production, resulting in fewer RINs generated for each gallon produced; and (iii) partially waive cellulosic biofuel volumes for 2025.

In 2025, the EPA also issued decisions on hundreds of small refinery exemption (SRE) petitions that were pending, and granted full or partial exemptions on a majority of such petitions spanning RFS compliance years 2016-2024, which remain subject to ongoing litigation.

As part of this action, the EPA also outlined a process for refineries granted SREs that had already retired RINs for compliance to have their RINs un-retired and returned.

While RINs for compliance years prior to 2023 have expired and are expected to have little to no value, RINs for compliance years 2023 and thereafter can be used by small refineries granted SREs to update previous compliance filings, which is expected to allow up to approximately 20 percent per compliance year of a particular refinery’s RINs to be carried forward into subsequent years.

In September 2025, the EPA also issued a supplemental notice of proposed rulemaking for the proposed 2026 and 2027 RFS Set II rules that co-proposes to reallocate to RFS obligated parties (such as us) either 100 percent or 50 percent of the SRE exempted volumes that were granted for 2023 and 2024, as well as those projected to be granted for 2025 as part of the ongoing RFS Set II rulemaking (which would increase our 2026-2027 RVO obligations even further).

While the final RFS Set II rules have not been finalized, the EPA’s proposals present considerable risks that the final RFS Set II rules could require RVOs for 2026-2027 that are infeasible, significantly impact RIN prices and availability, and adversely impact both our Refining and Renewable Diesel segments.

The EPA has indicated it intends to finalize these rules in the first quarter of 2026, but this may be further delayed and subject to litigation, which could also delay the 2025 RFS compliance deadlines and result in additional risks and uncertainty.

The risks and uncertainties with respect to the final RFS Set II rules are also interrelated with and compounded by U.S. tariffs impacting DGD’s foreign feedstock supplies and several other low-carbon fuels policies, standards, and incentives; and vice versa.

For example, for fuel produced on or after January 1, 2026, the OBBB restricts eligibility for the clean fuel production credit to fuels that are derived

exclusively from feedstock that was produced or grown in the U.S., Mexico, or Canada, and important guidance with respect to certain aspects of such credits has yet to be finalized.

The longer-term effects of these and other factors on product margins are uncertain.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

Other companies have made, or announced interest in making, investments in renewable diesel, SAF, and other low-carbon projects.

As a result, our low-carbon fuels businesses have faced, and will likely continue to face, increased competition for feedstocks and customers.

These activities have included promoting the divestment of securities of fossil fuel companies, pressuring such companies to commit to future output reductions, to align with net-zero commitments, or to implement costly practices or technology to reduce GHG emissions, and pressuring lenders, insurers, investors, and other market participants to otherwise limit or curtail activities with or involving fossil fuel companies.

As a result, we believe some parties have reduced or ceased lending to, investing in, or insuring fossil fuel companies.

If these or similar efforts are continued or increased, it could negatively impact our operating costs and capital allocation decisions, as well as our ability to access capital markets, obtain new investment or financing, or to adequately insure our business and operations.

These activities have also contributed to increasing societal, investor, and legislative focus and pressure on additional actions and disclosures related to, among others, climate-related matters, GHG emissions and reduction targets, business resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, alignment with third-party frameworks, human capital management, political activities, environmental justice, and racial equity audits.

This has included more frequent attempts to effect business or governance changes through mechanisms such as stockholder proposals, vote-no campaigns, exempt proxy solicitations, and other public pressure.

As a result, we have faced, and expect to continue

Sentiment towards many environmental, social, and governance (ESG)-related practices has also become increasingly politically charged, and scrutiny and skepticism thereof and “anti-ESG” sentiment has caused, and could continue to cause, additional demands on companies.

Responding to such focus and pressure has been, and will likely continue to be, costly and time-consuming.

Increased

For example, U.S. sanctions targeting Russia, Iran, and Venezuela limit or ban the ability of most U.S. companies to engage in petroleum-related transactions involving these countries.

Although the other joint venture member in DGD supplies some of DGD’s waste feedstock at competitive pricing, DGD must still secure a significant amount of its waste and renewable feedstock requirements from other sources.

If DGD’s traditional feedstock supplies are disrupted, or become limited or only available on unfavorable terms, or if U.S. policies (such as recent IRS guidance regarding the 45Z tax credit under the IRA) disfavor foreign feedstock supplies making their use economically impracticable, DGD could be required to develop alternate sources of supply and increase its use of certain feedstocks that result in lower-margin products or curtail production.

As the production of renewable diesel and other low-carbon fuels has increased, as well as the competition for feedstocks, DGD has increasingly been required to source a greater amount of its feedstocks from international sources, which intensifies its

exposure to political, geographic, regulatory, tax, and economic risks associated with international sourcing of supplies.

As noted above, various governments across the world have implemented or indicated the potential for new or revised tariffs, duties, sanctions and other actions with respect to U.S. and foreign trade, manufacturing, and investment.

While there is currently a lack of certainty around the likelihood, timing, and details of many such actions, similar events have in the past had, and could again have, an adverse effect on our foreign operations and investments, and the competitiveness of our products globally.

Competitors that produce their own supply of feedstocks, own their own retail sites, operate in different regions, or have greater financial resources may have a competitive advantage.

Large capital and other strategic projects can take many years to complete, and the legal regulatory, and political environments or other market conditions may change or deteriorate over time.

Despite various government and third-party support for and acknowledgement of the importance of certain low-carbon fuels and technologies, such as carbon capture and sequestration, there has also been growing regional political, environmental, and other opposition to many such projects.

Such opposition may affect grants of the relevant permits or authorizations by government or judicial officials, or grants of easements or rights-of-way by land owners, and has previously resulted in, and could again result in, permits and other authorizations being challenged, delayed, denied, revoked, appealed, or granted subject to onerous conditions.

In certain

For example, CARB’s current Scoping Plan identifies strategies to reduce liquid petroleum consumption in California by 94 percent by 2045, and CARB has approved a series of related rulemakings discussed below.

The European Union (EU), the U.K., Canada, and Quebec have each adopted what they refer to as “zero-emissions vehicle” mandates and other government authorities across the world, such as Mexico, Quebec,

and other U.S. states have also announced, adopted, or are considering, restrictions on the sale of new internal combustion engine vehicles, stricter tailpipe emissions standards, and/or limitations on or penalties on the use of certain petroleum-based products and biofuel feedstocks.

The U.S. federal government under the previous presidential administration was also aggressive in the scope, magnitude, and number of actions it took for the stated purpose of addressing GHG emissions and other environmental matters, including efforts to limit or eliminate petroleum-dependent modes of transportation.

For example, the previous administration utilized a “whole of government” approach to climate-related initiatives that sought to organize and deploy the full capacity of the U.S. federal government in novel and coordinated ways to limit or eliminate the use of most petroleum-based products.

The previous administration also issued a number of related executive orders seeking to limit or eliminate petroleum-based fuels by imposing mandates of so-called 100 percent zero-emission vehicle acquisitions and setting ambitious decarbonization goals.

These actions contributed to a number of U.S. federal rulemakings and other actions, as well as similar actions by U.S. state and local governments, that disfavor petroleum-dependent modes of transportation and in many cases ignore or downplay the full life cycle carbon footprint of EVs, and thereby seek to inappropriately advantage EVs over internal combustion engine vehicles.

For example, the EPA issued its “Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse Gas Emission Standards,” revising the GHG emissions standards for light-duty vehicles for 2023 and later model years at a level that cannot be achieved by internal combustion engine vehicles through improvements in combustion efficiency.

The National Highway Traffic Safety Administration (NHTSA) also similarly issued its “CAFE Standards for MY 2024-26 Passenger Cars and Light Trucks,” increasing the corporate average fuel economy and carbon dioxide standards for certain passenger cars and light-duty trucks such that automakers cannot demonstrate compliance without increasing the sales of EVs.

Together, these federal regulations seek to significantly increase the market penetration of EVs and other alternative fuel vehicles and reduce U.S. gasoline consumption.

The IRA also includes substantial subsidies to promote EVs and other alternative fuel vehicles.

Additionally, in November 2023, the Federal Highway Administration finalized rules that require certain U.S. state departments of transportation and metropolitan planning organizations to establish declining tailpipe carbon dioxide emissions targets for motor vehicles.

Moreover, in March 2024, the EPA announced new, more ambitious emissions standards for light-, medium-, and heavy-duty vehicles for model years 2027 to 2032 that the agency expects will drive a significant increase in the percentage of new vehicles sold in the U.S. to be EVs or other alternative fuel vehicles.

In May 2024, the EPA published final rules intended to sharply reduce emissions of methane and other air pollution from oil and gas operations, and within such rules, the EPA nearly quadrupled its estimate of the “social cost” of carbon dioxide, a measure that is often used by certain U.S. federal agencies as part of their analyses of the costs and benefits of more stringent regulations on GHG emissions.

In June 2024, NHTSA also issued final rules increasing both the fuel economy standard for passenger cars and light trucks for model years 2027 to 2031 and the fuel efficiency standards for heavy-duty pickup trucks and vans for model years 2030 to 2035.

This discussion and analysis includes the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and comparison between such years.

The discussion for the year ended December 31, [removed: 2022] [added: 2023] and comparison between the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] have been omitted from this annual report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] as such information can be found in “ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in our annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] which was filed on February [removed: 22, 2024.][added: 26, 2025.]

You can identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” [removed: “ambition,”] “could,” “would,” “should,” “may,” “strive,” “seek,” “pursue,” “potential,” “opportunity,” “aimed,” “considering,” “continue,” “evaluate,” and similar expressions.

- expectations regarding feedstock costs, including crude oil differentials, product prices for each of our segments, transportation costs, and operating [removed: expenses;][added: expenses (including natural gas, electricity, and water availability and prices);]

[removed: - our anticipated level of capital investments, including deferred turnaround and catalyst cost expenditures, our expected allocation between, and/or within, growth capital expenditures and sustaining capital expenditures, capital expenditures for environmental and other purposes, and] joint venture investments, the expected costs and timing applicable to such capital investments and any related projects, and the effect of those capital investments on our business, financial condition, results of operations, and liquidity;

- expectations regarding environmental, tax, and other regulatory matters, including the matters discussed in [removed: Note] [added: Notes] 2 [added: and 15] of Notes to Consolidated Financial Statements and under “ITEM 3.

- the effect of general economic and other conditions, including inflation and economic activity levels, on refining, renewable diesel, SAF, and ethanol industry [removed: fundamentals;][added: fundamentals, as well as our capital allocation;]

- expectations regarding our low-carbon fuels strategy, publicly [removed: announced] [added: disclosed] GHG emissions [removed: reduction/displacement targets and long-term ambition,] [added: reductions/displacements target,] and our current, former, and any future low-carbon projects.

- demand for, and supplies of, crude oil and other feedstocks, as well as other critical [added: materials and] supplies;

- the levels of government subsidies for, and executive orders, mandates, or other policies with respect to, alternative fuels, alternative-fuel vehicles, and other low-carbon technologies or initiatives, including those related to carbon [removed: capture, carbon] sequestration, [added: carbon capture] and [added: storage, and] low-carbon fuels, or affecting the price of natural [removed: gas] [added: gas, electricity,] and/or [removed: electricity;][added: water;]

- [added: natural disasters/acts of nature and] severe weather events, such as [added: earthquakes,] storms, hurricanes, droughts, floods, wildfires, and other [removed: weather] [added: similar] events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, waste and renewable feedstocks, corn, and other feedstocks, critical supplies, refined petroleum products, renewable diesel, SAF, ethanol, and corn-related co-products;

- legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, [removed: introduction of a global minimum tax,] profits, [added: procedures,] windfall, margin, or other taxes or penalties, tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under SBx 1-2 and related regulation, actions implemented under the Renewable and Low-Carbon Fuel Programs, including changes to volume requirements or other obligations or exemptions under the RFS, and actions arising from the EPA’s or other government agencies’ regulations, policies, or initiatives concerning GHGs, including mandates for or bans of specific technology, which may adversely affect our business, financial condition, results of operations, and liquidity;

- changing economic, regulatory, and political environments and related events in the various countries in which we operate or otherwise do business, including [added: tariffs, duties, and other] trade restrictions, [added: de-globalized supply chains or the diversification of historic trade patterns,] expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, economic instability, restrictions on the transfer of funds, duties and [removed: tariffs,] [added: tariffs and their effects on trading relationships,] transportation delays, import and export controls, labor unrest, security issues involving key personnel, and decisions, investigations, regulations, issuances or revocations of permits and other authorizations, [added: government shutdowns,] and other actions, policies, and initiatives by federal, state, local, and other jurisdictions applicable to us;

- the operating, financing, and distribution decisions of our joint [removed: ventures or] [added: ventures,] other joint venture members, and other consolidated [removed: VIEs,] [added: VIEs] that we do not control;

These non-GAAP financial measures include [added: Refining, Renewable Diesel, and Ethanol segment margin;] adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable); [removed: Refining, Renewable Diesel, and Ethanol] [added: Refining] segment [removed: margin;] [added: adjusted operating expenses (excluding depreciation] and [added: amortization expense); and] capital investments attributable to Valero.

[removed: See] [added: Refer to] the tables in note [removed: (b)] [added: (f),] beginning on page [removed: [52](#ia3a1c704b79a49cc8a57c7863570741c_6602)] [added: [53](#ic58b2e9a75b0411cb2e3cc5a0a9ecdf2_4092),] for [added: the] reconciliations of [added: Refining, Renewable Diesel, and Ethanol segment margin;] adjusted operating income (including adjusted operating income for each of our reportable segments, as [removed: applicable)] [added: applicable);] and [removed: Refining, Renewable Diesel,] [added: adjusted Refining operating expenses (excluding depreciation] and [removed: Ethanol segment margin] [added: amortization expense)] to their most directly comparable GAAP financial measures.

Also in note [removed: (b),] [added: (f),] we disclose the reasons why we believe our use of such non-GAAP financial measures provides useful information.

See the table on page [removed: [59](#i8d634bb7bdad4980b729cac790b38388_0-0-15-4-496624)] [added: [61](#iefd84a23708b486f8ebf10bbb4450e37_0-0-15-4-628353)] for a reconciliation of capital investments attributable to Valero to its most directly comparable GAAP financial [removed: measure.][added: measure, and also on page [61](#ia53b23982fe845ab82c5b0b2d6c2df46_17745), we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.]

Our results for the year ended December 31, [removed: 2024] [added: 2025] were supported by [removed: stable] [added: strong] worldwide demand for petroleum-based transportation [removed: fuels.][added: fuels, while worldwide supply of those products remained constrained.]

[removed: We] [added: For 2025, we] reported [removed: $2.8 billion of] net income attributable to Valero stockholders [added: of $2.3 billion compared to $2.8 billion] for [removed: the year ended December 31,] 2024.

Our operating results for [removed: 2024,] [added: 2025,] including operating results by segment, are described in the summary on the following page, and detailed descriptions can be found under “RESULTS OF OPERATIONS” beginning on page [removed: [46](#i6c483f34cc394db0a1546d7a4379d72b_97).][added: [46](#i76d50a7c72eb4f6a8ea4a9ed425977c8_91).]

Our operations generated [removed: $6.7] [added: $5.8] billion of cash in [removed: 2024.][added: 2025.]

[removed: This cash,] [added: The cash generated by our operations,] along with [removed: cash on hand,] [added: the net proceeds from our debt issuance,] was used to make [removed: $2.1] [added: $1.9] billion of capital investments in our [removed: business and] [added: business,] return [removed: $4.3] [added: $4.0] billion to our stockholders through purchases of common stock for treasury and dividend [removed: payments.][added: payments, and repay $440 million of our public debt that matured in 2025.]

As a result of this and other [removed: activity,] [added: activity during the year,] our cash, cash equivalents, and restricted cash [removed: decreased] [added: increased] by [removed: $595] [added: $36] million [removed: during 2024] to [removed: $4.8] [added: $4.9] billion as of December 31, [removed: 2024.][added: 2025.]

We had [removed: $9.6] [added: $9.8] billion in liquidity as of December 31, [removed: 2024.][added: 2025.]

[removed: The components of our liquidity and] descriptions of our cash flows, capital investments, and other matters impacting our liquidity and capital resources can be found under “LIQUIDITY AND CAPITAL RESOURCES” beginning on page [removed: [55](#i6c483f34cc394db0a1546d7a4379d72b_109).][added: [57](#i76d50a7c72eb4f6a8ea4a9ed425977c8_100).]

Results for the Year Ended December 31, [removed: 2024][added: 2025]

The details of our operating income [added: (loss)] and adjusted operating income, where applicable, by segment and in total are reflected below (in millions).

Adjusted operating income excludes the [removed: adjustment] [added: adjustments] reflected in the tables in note [removed: (b)] [added: (f)] beginning on page [removed: [52](#ia3a1c704b79a49cc8a57c7863570741c_6602).][added: [53](#ic58b2e9a75b0411cb2e3cc5a0a9ecdf2_4092).]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Operating income | | | | | | $ | [removed: 3,971] [added: 4,040] | | | | | $ | [removed: 11,511] [added: 3,971] | | | | | $ | [removed: (7,540)] [added: 69] | |

| Adjusted operating income | | | | | | [removed: 3,988] [added: 5,273] | | | | | | [removed: 11,528] [added: 3,988] | | | | | | [removed: (7,540)] [added: 1,285] | | |

| Operating income | | | | | | [removed: 288] [added: 374] | | | | | | [removed: 553] [added: 288] | | | | | | [removed: (265)] [added: 86] | | |

| Adjusted operating income | | | | | | [removed: 315] [added: 374] | | | | | | [removed: 569] [added: 315] | | | | | | [removed: (254)] [added: 59] | | |

| Operating income | | | | | | [removed: 3,755] [added: 3,181] | | | | | | [removed: 11,858] [added: 3,755] | | | | | | [removed: (8,103)] [added: (574)] | | |

| Adjusted operating income | | | | | | [removed: 3,799 | | | | | | 11,891] [added: $] | [added: 4,414] | | | | | [removed: (8,092)] [added: $] | [added: 3,799] | |

While our operating income decreased by [removed: $8.1 billion] [added: $574 million] in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] adjusted operating income [removed: also decreased] [added: increased] by [removed: $8.1 billion] [added: $615 million] primarily due to the following:

[removed: - *Refining segment.*] Refining segment adjusted operating income [removed: decreased] [added: increased] by [removed: $7.5] [added: $1.3] billion primarily due to [removed: lower gasoline and] [added: higher gasoline,] distillate (primarily [removed: diesel) margins, a decline in crude oil differentials,] [added: diesel),] and [removed: a decrease] [added: other product margins and an increase] in throughput volumes, partially offset by a [removed: decrease] [added: decline] in [added: crude oil and other feedstock differentials and increases in adjusted] operating expenses (excluding depreciation and amortization [removed: expense).][added: expense) and depreciation and amortization expense.]

[removed: - *Ethanol segment.*] Ethanol segment adjusted operating income [removed: decreased] [added: increased] by [removed: $254] [added: $59] million primarily due to [removed: lower] [added: higher] ethanol [added: prices] and [removed: corn-related co-product prices,] [added: an increase in production volumes,] partially offset by [removed: lower] [added: higher] corn prices and an increase in [removed: production volumes.][added: operating expenses (excluding depreciation and amortization expense).]

- our plans, actions, assets, and operations in California and expected timing and cost of obligations and other financial statement impacts;

- our anticipated level of capital investments, including deferred turnaround and catalyst cost expenditures, our expected allocation between, and/or within, growth capital expenditures and sustaining capital expenditures, capital expenditures for environmental and other purposes, and

However, our results were also impacted by the asset impairment loss of $1.1 billion ($877 million after taxes) associated with our operations in California, as described in Note 2 of Notes to Consolidated Financial Statements.

Our results, particularly for our Renewable Diesel segment, were also negatively impacted by trade and other policy changes during 2025.

For instance, the U.S. federal government implemented new or revised tariffs, duties, and other actions with respect to U.S. and foreign trade, manufacturing, and investment that impacted our business operations during 2025.

Although energy commodities, including crude oil and refined petroleum products, are generally exempt from the recently effective U.S. tariffs, our Renewable Diesel segment was subject to new tariffs on renewable feedstocks imported into the U.S. These tariffs have at times made the use of certain feedstocks, particularly foreign-sourced feedstocks, economically impractical and resulted in reduced margins.

We have taken actions to mitigate the impact of tariffs and duties on our business, including utilizing established free-trade zones, adjusting our feedstock slates, and optimizing our supply chain.

Also, a significant portion of the new tariffs and existing duties we incurred are eligible for recovery through duty drawback claims, and we have implemented processes that allow us to file such claims in an efficient and timely manner.

In addition, effective January 1, 2025, the blender’s tax credit, which offered a tax incentive of $1.00 per gallon to blenders of certain renewable fuels, was replaced by the clean fuel production credit.

The clean fuel production credit is a tax credit available for qualifying sales of certain low-carbon transportation fuels produced in the U.S. and the value of the credit is dependent on the CI of the fuel, among other factors.

The transition to the clean fuel production credit has resulted in fewer volumes being eligible for a tax credit as well as lower credit values for fuels that were previously incentivized under the blender’s tax credit, which had a negative impact on our Renewable Diesel segment margins.

For a discussion on the risks and uncertainties with respect to trade and other policy matters discussed above, see “ITEM 1A.

RISK FACTORS—BUSINESS, INDUSTRY, AND OPERATIONS RISKS—*The availability and prices of our feedstocks and other critical supplies expose us to risks*.”

For the year ended December 31, 2025, we reported $2.3 billion of net income attributable to Valero stockholders driven by strong demand for our products and continued strength in refining margins.

The components of our liquidity and

The decrease of $422 million was primarily due to decreases in operating income of $574 million and “other income, net” of $119 million, partially offset by a decrease in net income attributable to noncontrolling interests of $338 million.

| Operating income (loss) | | | | | | (156) | | | | | | 507 | | | | | | (663) | | |

- *Refining segment*.

- *Renewable Diesel segment*.

Renewable Diesel segment operating income decreased by $663 million primarily due to higher feedstock costs and a decline in the value of low-carbon fuel tax incentives, partially offset by higher product prices (primarily renewable diesel) and a decrease in operating expenses (excluding depreciation and amortization expense).

- Global demand for gasoline, diesel, and jet fuel continues to rise, with growth in demand for jet fuel outpacing growth of other primary petroleum-based transportation fuels.

In addition, colder temperatures across the North Atlantic and moderation in biofuel consumption growth are expected to support petroleum-based diesel demand.

- Expected reductions in refining capacity in the U.S. and Europe, unplanned outages at Russian refineries due to the Russia-Ukraine conflict, and a prolonged ramp-up of new capacity in emerging markets continue to support utilization of remaining global refining capacity.

- Crude oil differentials are expected to widen as a result of an increase in sour crude oil production from OPEC+ suppliers and recent developments involving the Venezuelan government and associated sanctions.

| Revenues from external customers | | | | | | $ | 116,158 | | | | | $ | 2,508 | | | | | $ | 4,021 | | | | | $ | — | | | | | $ | 122,687 | |

| Intersegment revenues | | | | | | 8 | | | | | | 2,089 | | | | | | 956 | | | | | | (3,053) | | | | | | — | | |

| Total revenues | | | | | | 116,166 | | | | | | 4,597 | | | | | | 4,977 | | | | | | (3,053) | | | | | | 122,687 | | |

| Cost of materials and other (a) | | | | | | 96,080 | | | | | | 4,178 | | | | | | 3,913 | | | | | | (3,075) | | | | | | 101,096 | | |

| Taxes other than income taxes (b) | | | | | | 6,720 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,720 | | |

| Operating expenses (excluding depreciation and amortization expense reflected below) (c) | | | | | | 5,426 | | | | | | 308 | | | | | | 611 | | | | | | (1) | | | | | | 6,344 | | |

| Total cost of sales | | | | | | 110,980 | | | | | | 4,753 | | | | | | 4,603 | | | | | | (3,081) | | | | | | 117,255 | | |

| Asset impairment loss (d) | | | | | | 1,131 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,131 | | |

| Operating income (loss) by segment | | | | | | $ | 4,040 | | | | | $ | (156) | | | | | $ | 374 | | | | | $ | (1,077) | | | | | 3,181 | | |

| Taxes other than income taxes (b) | | | | | | 5,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,900 | | |

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | Change | | |

| Revenues | | | | | | $ | 122,687 | | | | | $ | 129,881 | | | | | $ | (7,194) | |

| Cost of sales (see notes (a) and (c)) | | | | | | 117,255 | | | | | | 125,076 | | | | | | (7,821) | | |

| Asset impairment loss (see note (d)) | | | | | | 1,131 | | | | | | — | | | | | | 1,131 | | |

Also on page [59](#i6559ed2279c4410ea826a0a9e0ad9908_16343), we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

In addition, our focus on reliable, low-cost operations favorably impacted our results despite a weaker margin environment in 2024.

In addition, we reduced our outstanding debt during 2024 through the repayment of the $167 million outstanding principal balance of our 1.200 percent Senior Notes that matured in March 2024.

For 2024, we reported net income attributable to Valero stockholders of $2.8 billion compared to $8.8 billion for 2023.

The decrease of $6.1 billion was primarily due to a decrease in operating income of $8.1 billion, partially offset by a decrease in income tax expense of $1.9 billion.

| | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | | | | 507 | | | | | | 852 | | | | | | (345) | | |

- *Renewable Diesel segment.* Renewable Diesel segment operating income decreased by $345 million primarily due to lower product prices (primarily renewable diesel), partially offset by lower feedstock costs.

- Gasoline and diesel demand have exceeded pre-pandemic levels and are expected to follow typical seasonal patterns.

Jet fuel demand continues to improve, outpacing gasoline and diesel demand growth, and is approaching pre-pandemic levels in the U.S.

- Combined light product (gasoline, diesel, and jet fuel) inventories across the U.S. and Europe remain comparable to recent historical levels.

Expected reductions in refining capacity in 2025 should support high utilization of refining capacity.

- Crude oil differentials are expected to remain relatively stable.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues from external customers | | | | | | $ | 136,470 | | | | | $ | 3,823 | | | | | $ | 4,473 | | | | | $ | — | | | | | $ | 144,766 | |

| Intersegment revenues | | | | | | 18 | | | | | | 3,168 | | | | | | 1,086 | | | | | | (4,272) | | | | | | — | | |

| Total revenues | | | | | | 136,488 | | | | | | 6,991 | | | | | | 5,559 | | | | | | (4,272) | | | | | | 144,766 | | |

| Cost of materials and other | | | | | | 117,401 | | | | | | 5,550 | | | | | | 4,395 | | | | | | (4,259) | | | | | | 123,087 | | |

| Total cost of sales | | | | | | 124,960 | | | | | | 6,139 | | | | | | 4,990 | | | | | | (4,255) | | | | | | 131,834 | | |

| Operating income by segment | | | | | | $ | 11,511 | | | | | $ | 852 | | | | | $ | 553 | | | | | $ | (1,058) | | | | | 11,858 | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| Revenues | | | | | | $ | 129,881 | | | | | $ | 144,766 | | | | | $ | (14,885) | |

| Cost of sales | | | | | | 125,076 | | | | | | 131,834 | | | | | | (6,758) | | |

| Income tax expense (see note (a)) | | | | | | 692 | | | | | | 2,619 | | | | | | (1,927) | | |

These changes resulted in an $8.1 billion decrease in operating income, from $11.9 billion in 2023 to $3.8 billion in 2024.

Adjusted operating income also decreased by $8.1 billion, from $11.9 billion in 2023 to $3.8 billion in 2024.

Income tax expense decreased by $1.9 billion in 2024 compared to 2023 primarily as a result of a decrease in income before income tax expense.

Refining segment operating income decreased by $7.5 billion in 2024 compared to 2023.

- Refining segment margin decreased by $7.8 billion in 2024 compared to 2023.

◦A decrease in gasoline margins had an unfavorable impact of approximately $2.4 billion.

| Operating income | | | | | | $ | 507 | | | | | $ | 852 | | | | | $ | (345) | |

- A decrease in the cost of the feedstocks that we process had a favorable impact of approximately $1.7 billion.

- A decrease in prices for the co-products that we produce, primarily DDGs and inedible DCOs, had an unfavorable impact of approximately $300 million.

(a)Under current tax law, producers of second-generation biofuels that are registered with the IRS are eligible for an income tax credit of up to $1.01 per gallon of qualified biofuel that was produced and sold in the U.S. through December 31, 2024.

The benefit of the tax credit is recognized as a reduction of the producer’s income tax expense.

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | 2024 | | | | | | 2023 | | |

Proceeds from this debt issuance totaled $649 million before deducting the underwriting discount and other debt issuance costs.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the amount of gain or loss that would have resulted from a 10 percent increase or decrease in the underlying price for all of our commodity derivative instruments entered into for purposes other than trading with which we have market risk was not material.

See Note 20 of Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the amount of gain or loss in the fair value of derivative instruments that would have resulted from a 10 percent increase or decrease in the underlying price of the contracts was not material.

| | | | December [removed: 31, 2024] [added: 31, 2024] (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] | | | | | | [removed: 2028] [added: 2030] | | | | | | There- after | | | | | | Total | | | | | | Fair Value | | |

| Fixed rate | | | $ | [removed: 167] [added: 672] | | | | | $ | [removed: 441] [added: 564] | | | | | $ | [removed: 672] [added: 1,047] | | | | | $ | [removed: 564] [added: 439] | | | | | $ | [removed: 1,047] [added: 850] | | | | | $ | [removed: 5,374] [added: 4,736] | | | | | $ | [removed: 8,265] [added: 8,308] | | | | | $ | [removed: 8,079] [added: 8,167] | |

| Average interest rate | | | [removed: 1.2] [added: 4.2] | | % | | | | [removed: 3.2] [added: 2.2] | | % | | | | [removed: 4.2] [added: 4.4] | | % | | | | [removed: 2.2] [added: 4.0] | | % | | | | [removed: 4.4] [added: 6.0] | | % | | | | 5.5 | | % | | | | [removed: 4.8] [added: 5.0] | | % | | | | | | |

| Floating rate | | | $ | [removed: 1,030] [added: 23] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,030] [added: 23] | | | | | $ | [removed: 1,030] [added: 23] | |

| Average interest rate | | | [removed: 8.7] [added: 7.8] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 8.7] [added: 7.8] | | % | | | | | | |

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the fair value of our foreign currency contracts was not material.

| | | | December 31, 2025 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | December 31, 2023 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: We are reporting the following proceedings to comply with] SEC [removed: regulations, which] [added: regulations] require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment if a governmental authority is a party to such proceeding and we reasonably believe that such proceeding will result in monetary sanctions that exceed a specified threshold.

Pursuant to SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure of any such [removed: proceeding] [added: proceedings] is required.

We believe [added: any such] proceedings less than this threshold are not material to our business and financial condition.

There were no proceedings required to be disclosed in this item under SEC regulations.

*Bay Area Air District (BAAD)* (formerly known as Bay Area Air Quality Management District) (Benicia Refinery).

In our annual report on Form 10-K for the year ended December 31, 2023, we reported that (i) we had received a Notice of Violation (NOV) from the BAAD on March 21, 2019 related to atmospheric emissions of hydrogen commingled with non-methane organic compounds at our Benicia Refinery (the 2019 Atmospheric Emissions NOV), (ii) on December 1, 2020, we had received an NOV from the BAAD related to pressure relief devices in the Benicia Refinery’s Hydrogen Unit (the 2020 Pressure Relief Device NOV), and (iii) on June 17, 2021, October 11, 2021, and January 26, 2022, we had received certain other compliance-related NOVs related to the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV.

We resolved the 2019 Atmospheric Emissions NOV, the 2020 Pressure Relief Device NOV, and the related 2021 and 2022 NOVs discussed above with the BAAD in the fourth quarter of 2024.

*BAAD* (Benicia Refinery).

In our annual report on Form 10-K for the year ended December 31, 2023, we reported that on May 1, 2023, the BAAD issued a compliance-related NOV to our Benicia Refinery related to a pressure relief device.

We resolved this NOV in the fourth quarter of 2024, along with the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV discussed above.

In our annual report on Form 10-K for the year ended December 31, 2023, we reported that we were in the process of working with the BAAD to resolve several other NOVs issued by the BAAD to our Benicia Refinery in 2019 and 2020, which primarily relate to various emissions and related compliance issues.

We continue to work with the BAAD to resolve these matters; however, the 2019 and 2020 NOVs discussed above have now been determined to be below the $1 million materiality threshold.

In our quarterly report on Form 10-Q for the quarter ended June 30, 2024, we reported that on May 29, 2024, we received an NOV from the BAAD related to leak detection and repair violations at our Benicia Refinery.

We resolved the majority of the violations in this NOV in the fourth quarter of 2024, along with the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV discussed above.

As a result, this NOV no longer meets the $1 million materiality threshold.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

*Texas Attorney General (Texas AG)* (Port Arthur Refinery).

In our annual report on Form 10-K for the year ended December 31, 2023, we reported that the Texas AG had filed suit against our Port Arthur Refinery in the 419th Judicial District Court of Travis County, Texas, Cause No. D-1-GN-19-004121, for alleged violations of the Clean Air Act seeking injunctive relief and penalties.

This suit was filed on July 19, 2019, and we continue to work with the Texas AG to resolve this matter.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/vlo-20251231_g1.jpg)]

The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately [removed: $50.2] [added: $41.8] billion based on the last sales price quoted as of June [removed: 28, 2024] [added: 30, 2025] on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.

As of February [removed: 21, 2025, 314,977,519] [added: 20, 2026, 299,026,226] shares of the registrant’s common stock were outstanding.

We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for May [removed: 6, 2025,] [added: 7, 2026,] at which directors will be elected.

Portions of the [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference in PART III of this Form 10-K and are deemed to be a part of this report.

[removed: CONTENTS][added: TABLE OF CONTENTS]

| [Items 1. and [removed: 2.](#i6c483f34cc394db0a1546d7a4379d72b_19)] [added: 2.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_19)] | | | [Business and [removed: Properties](#i6c483f34cc394db0a1546d7a4379d72b_19)] [added: Properties](#i76d50a7c72eb4f6a8ea4a9ed425977c8_19)] | | | [removed: [1](#i6c483f34cc394db0a1546d7a4379d72b_19)] [added: [1](#i76d50a7c72eb4f6a8ea4a9ed425977c8_19)] | | |

| | | | [Our [removed: Business](#i6c483f34cc394db0a1546d7a4379d72b_22)] [added: Business](#i76d50a7c72eb4f6a8ea4a9ed425977c8_22)] | | | [removed: [1](#i6c483f34cc394db0a1546d7a4379d72b_22)] [added: [1](#i76d50a7c72eb4f6a8ea4a9ed425977c8_22)] | | |

| | | | [Our Comprehensive Liquid Fuels [removed: Strategy](#i6c483f34cc394db0a1546d7a4379d72b_25)] [added: Strategy](#i76d50a7c72eb4f6a8ea4a9ed425977c8_25)] | | | [removed: [1](#i6c483f34cc394db0a1546d7a4379d72b_25)] [added: [1](#i76d50a7c72eb4f6a8ea4a9ed425977c8_25)] | | |

| | | | [Environmental Management [removed: Systems](#i6c483f34cc394db0a1546d7a4379d72b_28)] [added: Systems](#i76d50a7c72eb4f6a8ea4a9ed425977c8_28)] | | | [removed: [6](#i6c483f34cc394db0a1546d7a4379d72b_28)] [added: [5](#i76d50a7c72eb4f6a8ea4a9ed425977c8_28)] | | |

| | | | [Our [removed: Operations](#i6c483f34cc394db0a1546d7a4379d72b_31)] [added: Operations](#i76d50a7c72eb4f6a8ea4a9ed425977c8_31)] | | | [removed: [6](#i6c483f34cc394db0a1546d7a4379d72b_31)] [added: [6](#i76d50a7c72eb4f6a8ea4a9ed425977c8_31)] | | |

| | | | [Government [removed: Regulations](#i6c483f34cc394db0a1546d7a4379d72b_34)] [added: Regulations](#i76d50a7c72eb4f6a8ea4a9ed425977c8_34)] | | | [removed: [13](#i6c483f34cc394db0a1546d7a4379d72b_34)] [added: [13](#i76d50a7c72eb4f6a8ea4a9ed425977c8_34)] | | |

| | | | [Human [removed: Capital](#i6c483f34cc394db0a1546d7a4379d72b_37)] [added: Capital](#i76d50a7c72eb4f6a8ea4a9ed425977c8_37)] | | | [removed: [13](#i6c483f34cc394db0a1546d7a4379d72b_37)] [added: [13](#i76d50a7c72eb4f6a8ea4a9ed425977c8_37)] | | |

| | | | [Available [removed: Information](#i6c483f34cc394db0a1546d7a4379d72b_43)] [added: Information](#i76d50a7c72eb4f6a8ea4a9ed425977c8_43)] | | | [removed: [16](#i6c483f34cc394db0a1546d7a4379d72b_43)] [added: [16](#i76d50a7c72eb4f6a8ea4a9ed425977c8_43)] | | |

| [Item [removed: 1A.](#i6c483f34cc394db0a1546d7a4379d72b_46)] [added: 1A.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_46)] | | | [Risk [removed: Factors](#i6c483f34cc394db0a1546d7a4379d72b_46)] [added: Factors](#i76d50a7c72eb4f6a8ea4a9ed425977c8_46)] | | | [removed: [17](#i6c483f34cc394db0a1546d7a4379d72b_46)] [added: [17](#i76d50a7c72eb4f6a8ea4a9ed425977c8_46)] | | |

| [Item [removed: 1B.](#i6c483f34cc394db0a1546d7a4379d72b_49)] [added: 1B.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_49)] | | | [Unresolved Staff [removed: Comments](#i6c483f34cc394db0a1546d7a4379d72b_49)] [added: Comments](#i76d50a7c72eb4f6a8ea4a9ed425977c8_49)] | | | [removed: [32](#i6c483f34cc394db0a1546d7a4379d72b_49)] [added: [32](#i76d50a7c72eb4f6a8ea4a9ed425977c8_49)] | | |

| [Item [removed: 1C.](#i6c483f34cc394db0a1546d7a4379d72b_52)] [added: 1C.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_52)] | | | [removed: [Cybersecurity](#i6c483f34cc394db0a1546d7a4379d72b_52)] [added: [Cybersecurity](#i76d50a7c72eb4f6a8ea4a9ed425977c8_52)] | | | [removed: [32](#i6c483f34cc394db0a1546d7a4379d72b_52)] [added: [32](#i76d50a7c72eb4f6a8ea4a9ed425977c8_52)] | | |

| [Item [removed: 3.](#i6c483f34cc394db0a1546d7a4379d72b_58)] [added: 3.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_55)] | | | [Legal [removed: Proceedings](#i6c483f34cc394db0a1546d7a4379d72b_58)] [added: Proceedings](#i76d50a7c72eb4f6a8ea4a9ed425977c8_55)] | | | [removed: [34](#i6c483f34cc394db0a1546d7a4379d72b_58)] [added: [34](#i76d50a7c72eb4f6a8ea4a9ed425977c8_55)] | | |

| [Item [removed: 4.](#i6c483f34cc394db0a1546d7a4379d72b_61)] [added: 4.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_58)] | | | [Mine Safety [removed: Disclosures](#i6c483f34cc394db0a1546d7a4379d72b_61)] [added: Disclosures](#i76d50a7c72eb4f6a8ea4a9ed425977c8_58)] | | | [removed: [35](#i6c483f34cc394db0a1546d7a4379d72b_61)] [added: [34](#i76d50a7c72eb4f6a8ea4a9ed425977c8_58)] | | |

| | | | [Information About Our Executive [removed: Officers](#i6c483f34cc394db0a1546d7a4379d72b_64)] [added: Officers](#i76d50a7c72eb4f6a8ea4a9ed425977c8_61)] | | | [removed: [35](#i6c483f34cc394db0a1546d7a4379d72b_64)] [added: [34](#i76d50a7c72eb4f6a8ea4a9ed425977c8_61)] | | |

| [Item [removed: 5.](#i6c483f34cc394db0a1546d7a4379d72b_70)] [added: 5.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_67)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#i6c483f34cc394db0a1546d7a4379d72b_70)[ ](#i6c483f34cc394db0a1546d7a4379d72b_70)[Issuer] [added: and](#i76d50a7c72eb4f6a8ea4a9ed425977c8_67)[ ](#i76d50a7c72eb4f6a8ea4a9ed425977c8_67)[Issuer] Purchases of Equity [removed: Securities](#i6c483f34cc394db0a1546d7a4379d72b_70)] [added: Securities](#i76d50a7c72eb4f6a8ea4a9ed425977c8_67)] | | | [removed: [37](#i6c483f34cc394db0a1546d7a4379d72b_70)] [added: [36](#i76d50a7c72eb4f6a8ea4a9ed425977c8_67)] | | |

| [Item [removed: 6.](#i6c483f34cc394db0a1546d7a4379d72b_76)] [added: 6.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_70)] | | | [removed: [\[Reserved\]](#i6c483f34cc394db0a1546d7a4379d72b_76)] [added: [\[Reserved\]](#i76d50a7c72eb4f6a8ea4a9ed425977c8_70)] | | | [removed: [39](#i6c483f34cc394db0a1546d7a4379d72b_76)] [added: [38](#i76d50a7c72eb4f6a8ea4a9ed425977c8_70)] | | |

| [Item [removed: 7.](#i6c483f34cc394db0a1546d7a4379d72b_79)] [added: 7.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_73)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#i6c483f34cc394db0a1546d7a4379d72b_79)[ ](#i6c483f34cc394db0a1546d7a4379d72b_79)[Results] [added: and](#i76d50a7c72eb4f6a8ea4a9ed425977c8_73)[ ](#i76d50a7c72eb4f6a8ea4a9ed425977c8_73)[Results] of [removed: Operations](#i6c483f34cc394db0a1546d7a4379d72b_79)] [added: Operations](#i76d50a7c72eb4f6a8ea4a9ed425977c8_73)] | | | [removed: [39](#i6c483f34cc394db0a1546d7a4379d72b_79)] [added: [38](#i76d50a7c72eb4f6a8ea4a9ed425977c8_73)] | | |

| [Item [removed: 7A.](#i6c483f34cc394db0a1546d7a4379d72b_118)] [added: 7A.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_106)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6c483f34cc394db0a1546d7a4379d72b_118)] [added: Risk](#i76d50a7c72eb4f6a8ea4a9ed425977c8_106)] | | | [removed: [63](#i6c483f34cc394db0a1546d7a4379d72b_118)] [added: [66](#i76d50a7c72eb4f6a8ea4a9ed425977c8_106)] | | |

| [Item [removed: 8.](#i6c483f34cc394db0a1546d7a4379d72b_124)] [added: 8.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)] | | | [Financial Statements and Supplementary [removed: Data](#i6c483f34cc394db0a1546d7a4379d72b_124)] [added: Data](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)] | | | [removed: [65](#i6c483f34cc394db0a1546d7a4379d72b_124)] [added: [68](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)] | | |

| [Item [removed: 9.](#i6c483f34cc394db0a1546d7a4379d72b_223)] [added: 9.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_202)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#i6c483f34cc394db0a1546d7a4379d72b_223)] [added: and](#i76d50a7c72eb4f6a8ea4a9ed425977c8_202)] [Financial [removed: Disclosure](#i6c483f34cc394db0a1546d7a4379d72b_223)] [added: Disclosure](#i76d50a7c72eb4f6a8ea4a9ed425977c8_202)] | | | [removed: [139](#i6c483f34cc394db0a1546d7a4379d72b_223)] [added: [143](#i76d50a7c72eb4f6a8ea4a9ed425977c8_202)] | | |

| [Item [removed: 9A.](#i6c483f34cc394db0a1546d7a4379d72b_226)] [added: 9A.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_205)] | | | [Controls and [removed: Procedures](#i6c483f34cc394db0a1546d7a4379d72b_226)] [added: Procedures](#i76d50a7c72eb4f6a8ea4a9ed425977c8_205)] | | | [removed: [139](#i6c483f34cc394db0a1546d7a4379d72b_226)] [added: [143](#i76d50a7c72eb4f6a8ea4a9ed425977c8_205)] | | |

| [Item [removed: 9B.](#i6c483f34cc394db0a1546d7a4379d72b_229)] [added: 9B.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_208)] | | | [Other [removed: Information](#i6c483f34cc394db0a1546d7a4379d72b_229)] [added: Information](#i76d50a7c72eb4f6a8ea4a9ed425977c8_208)] | | | [removed: [139](#i6c483f34cc394db0a1546d7a4379d72b_229)] [added: [143](#i76d50a7c72eb4f6a8ea4a9ed425977c8_208)] | | |

| [Item [removed: 9C.](#i6c483f34cc394db0a1546d7a4379d72b_232)] [added: 9C.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_211)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6c483f34cc394db0a1546d7a4379d72b_232)] [added: Inspections](#i76d50a7c72eb4f6a8ea4a9ed425977c8_211)] | | | [removed: [139](#i6c483f34cc394db0a1546d7a4379d72b_232)] [added: [143](#i76d50a7c72eb4f6a8ea4a9ed425977c8_211)] | | |

| [Item [removed: 10.](#i6c483f34cc394db0a1546d7a4379d72b_238)] [added: 10.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_217)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6c483f34cc394db0a1546d7a4379d72b_238)] [added: Governance](#i76d50a7c72eb4f6a8ea4a9ed425977c8_217)] | | | [removed: [140](#i6c483f34cc394db0a1546d7a4379d72b_238)] [added: [144](#i76d50a7c72eb4f6a8ea4a9ed425977c8_217)] | | |

| [Item [removed: 11.](#i6c483f34cc394db0a1546d7a4379d72b_241)] [added: 11.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_220)] | | | [Executive [removed: Compensation](#i6c483f34cc394db0a1546d7a4379d72b_241)] [added: Compensation](#i76d50a7c72eb4f6a8ea4a9ed425977c8_220)] | | | [removed: [140](#i6c483f34cc394db0a1546d7a4379d72b_241)] [added: [144](#i76d50a7c72eb4f6a8ea4a9ed425977c8_220)] | | |

| [Item [removed: 12.](#i6c483f34cc394db0a1546d7a4379d72b_244)] [added: 12.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_223)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#i6c483f34cc394db0a1546d7a4379d72b_244)] [added: and](#i76d50a7c72eb4f6a8ea4a9ed425977c8_223)] [Related Stockholder [removed: Matters](#i6c483f34cc394db0a1546d7a4379d72b_244)] [added: Matters](#i76d50a7c72eb4f6a8ea4a9ed425977c8_223)] | | | [removed: [141](#i6c483f34cc394db0a1546d7a4379d72b_244)] [added: [145](#i76d50a7c72eb4f6a8ea4a9ed425977c8_223)] | | |

| [Item [removed: 13.](#i6c483f34cc394db0a1546d7a4379d72b_247)] [added: 13.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_226)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6c483f34cc394db0a1546d7a4379d72b_247)] [added: Independence](#i76d50a7c72eb4f6a8ea4a9ed425977c8_226)] | | | [removed: [141](#i6c483f34cc394db0a1546d7a4379d72b_247)] [added: [145](#i76d50a7c72eb4f6a8ea4a9ed425977c8_226)] | | |

| [Item [removed: 14.](#i6c483f34cc394db0a1546d7a4379d72b_250)] [added: 14.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_229)] | | | [Principal Accountant Fees and [removed: Services](#i6c483f34cc394db0a1546d7a4379d72b_250)] [added: Services](#i76d50a7c72eb4f6a8ea4a9ed425977c8_229)] | | | [removed: [141](#i6c483f34cc394db0a1546d7a4379d72b_250)] [added: [145](#i76d50a7c72eb4f6a8ea4a9ed425977c8_229)] | | |

| [Item [removed: 15.](#i6c483f34cc394db0a1546d7a4379d72b_256)] [added: 15.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_235)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6c483f34cc394db0a1546d7a4379d72b_256)] [added: Schedules](#i76d50a7c72eb4f6a8ea4a9ed425977c8_235)] | | | [removed: [142](#i6c483f34cc394db0a1546d7a4379d72b_256)] [added: [146](#i76d50a7c72eb4f6a8ea4a9ed425977c8_235)] | | |

| [Item [removed: 16.](#i6c483f34cc394db0a1546d7a4379d72b_259)] [added: 16.](#i76d50a7c72eb4f6a8ea4a9ed425977c8_238)] | | | [Form 10-K [removed: Summary](#i6c483f34cc394db0a1546d7a4379d72b_259)] [added: Summary](#i76d50a7c72eb4f6a8ea4a9ed425977c8_238)] | | | [removed: [145](#i6c483f34cc394db0a1546d7a4379d72b_259)] [added: [149](#i76d50a7c72eb4f6a8ea4a9ed425977c8_238)] | | |

You should read our forward-looking statements together with our disclosures beginning on page [removed: [39](#i6c483f34cc394db0a1546d7a4379d72b_82)] [added: [38](#i76d50a7c72eb4f6a8ea4a9ed425977c8_76)] of this report under the heading “CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.” Note references in this report to Notes to Consolidated Financial Statements can be found beginning on page [removed: [75](#i6c483f34cc394db0a1546d7a4379d72b_154),] [added: [79](#i76d50a7c72eb4f6a8ea4a9ed425977c8_139),] under “ITEM 8.

Most of our petroleum refineries [removed: operate] [added: are located] in [removed: locations with current] [added: areas that offer favorable] operating [removed: cost and/or] [added: costs and] other [added: strategic] advantages, as described below under “OUR OPERATIONS—*Refining*,” and we believe our refineries are positioned to meet the strong [removed: worldwide] [added: global] demand for petroleum-based products.

Through our refining business, we believe that we have developed expertise in liquid fuels manufacturing and a platform for the marketing and distribution of liquid fuels, and we seek to leverage this expertise and platform to [removed: expand and] optimize our low-carbon fuels businesses.

VALERO ENERGY CORPORATION

| [PART I](#i76d50a7c72eb4f6a8ea4a9ed425977c8_16) | | | | | | [1](#i76d50a7c72eb4f6a8ea4a9ed425977c8_16) | | |

| | | | [Properties](#i76d50a7c72eb4f6a8ea4a9ed425977c8_40) | | | [16](#i76d50a7c72eb4f6a8ea4a9ed425977c8_40) | | |

| [PART II](#i76d50a7c72eb4f6a8ea4a9ed425977c8_64) | | | | | | [36](#i76d50a7c72eb4f6a8ea4a9ed425977c8_64) | | |

| [PART III](#i76d50a7c72eb4f6a8ea4a9ed425977c8_214) | | | | | | [144](#i76d50a7c72eb4f6a8ea4a9ed425977c8_214) | | |

| [PART IV](#i76d50a7c72eb4f6a8ea4a9ed425977c8_232) | | | | | | [146](#i76d50a7c72eb4f6a8ea4a9ed425977c8_232) | | |

| [Signatures](#i76d50a7c72eb4f6a8ea4a9ed425977c8_241) | | | | | | [150](#i76d50a7c72eb4f6a8ea4a9ed425977c8_241) | | |

While many of the Renewable and Low-Carbon Fuel Programs result in additional costs to our refining business, they have created opportunities for us to develop our low-carbon fuel businesses, and they should continue to help drive the demand for our low-carbon fuels such as renewable diesel, ethanol, and neat sustainable aviation fuel (SAF)2.

In addition, see Note 1 of Notes to Consolidated Financial Statements regarding our accounting for the costs of the blending programs under *“*Costs of Renewable and Low-Carbon Fuel Programs” and Note 20 for disclosure of the costs of the blending programs under “Renewable and Low-Carbon Fuel Programs Price Risk.”

associated with each class of renewable fuel to satisfy their RVO.

RINs are generated through the production of qualifying renewable fuels.

Under the RTFO program, suppliers of relevant transportation

Until recently, renewable diesel that was produced, blended, and sold by us qualified for a refundable tax credit (generally referred to as the blender’s tax credit) of $1.00 per gallon under Section 6426 of the U.S. Internal Revenue Code of 1986, as amended (the Code).

On July 4, 2025, legislation commonly known as the One Big Beautiful Bill Act (OBBB) was enacted, which resulted in a broad range of changes to the Code, including the extension of the clean fuel production credit through December 31, 2029.

Under the OBBB, fuel produced on or after January 1, 2026 must be exclusively derived from feedstocks produced or grown in the U.S., Mexico, or Canada in order to be eligible for this credit.

Also, for fuel produced on or after January 1, 2026, this credit generally is limited to $1.00 per gallon for all eligible fuels under the OBBB.

Finally, the OBBB provides for GHG emissions attributed to indirect land use change to be excluded in determining the GHG emissions rate for transportation fuel produced after December 31, 2025.

We expect this will allow much of our corn ethanol to meet the emissions reduction threshold to qualify for the clean fuel production credit.

See Notes 1, 15, and 17 of Notes to Consolidated Financial Statements for additional information about these U.S. federal tax incentives.

As of December 31, 2025, we have invested $6.0 billion3 in our low-carbon fuels businesses.

Qualifying sales of this low-carbon jet fuel have generated, and should continue to generate, clean fuel production credits.

We continue to evaluate additional carbon sequestration and carbon capture and storage projects.

Within each element, we have identified multiple expectations to achieve our commitment to excellence.

(b)In March 2025, we approved a plan with respect to the operations at our Benicia Refinery and currently intend to idle the processing units and cease refining operations by the end of April 2026.

See Note 2 of Notes to Consolidated Financial Statements for additional information related to this matter.

We are progressing with a Fluid Catalytic Cracking Unit optimization project at the refinery that will enhance its ability to produce high-value products.

This project is expected to begin operations in the second half of 2026.

Renewable naphtha can be used as a gasoline blendstock to produce renewable gasoline or as a feedstock for producing low-carbon petrochemicals that then can be used to produce renewable plastics.

| | | | | | | Lakota | | | | | | 120 | | | | | | 315,000 | | | | | | 42 | | |

| Total | | | | | | | | | | | | 1,700 | | | | | | 4,468,000 | | | | | | 592 | | |

| U.S. | | | | | | 8,182 | | |

| Canada | | | | | | 638 | | |

| Total | | | | | | 9,811 | | |

RISK FACTORS—GENERAL RISK FACTORS*—We are exposed to risks arising from various labor-related matters*.”

A decrease in the number of employee and process safety events should generally reduce unplanned shutdowns and increase the operational reliability of our refineries and plants.

Under this program, our employees’ well-being is prioritized through comprehensive resources and subsidized services.

In this same location, we also publish our 2025 Valero Report on Guiding Principles, which features our disclosures related to safety, environment, community, employees, and governance initiatives.

| [PART I](#i6c483f34cc394db0a1546d7a4379d72b_16) | | | | | | [1](#i6c483f34cc394db0a1546d7a4379d72b_16) | | |

| | | | [Properties](#i6c483f34cc394db0a1546d7a4379d72b_40) | | | [16](#i6c483f34cc394db0a1546d7a4379d72b_40) | | |

| [PART II](#i6c483f34cc394db0a1546d7a4379d72b_67) | | | | | | [37](#i6c483f34cc394db0a1546d7a4379d72b_67) | | |

| [PART III](#i6c483f34cc394db0a1546d7a4379d72b_235) | | | | | | [140](#i6c483f34cc394db0a1546d7a4379d72b_235) | | |

| [PART IV](#i6c483f34cc394db0a1546d7a4379d72b_253) | | | | | | [142](#i6c483f34cc394db0a1546d7a4379d72b_253) | | |

| [Signature](#i6c483f34cc394db0a1546d7a4379d72b_262) | | | | | | [146](#i6c483f34cc394db0a1546d7a4379d72b_262) | | |

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

These regulations, policies, and standards include, but are not limited to, the RFS, LCFS, CFR, RTFO, and similar programs (collectively, the Renewable and Low-Carbon Fuel Programs).

The U.S., California, Canada, and the U.K. low-carbon fuel regulations, policies, and standards discussed below currently have the most significant impact on our business.

A RIN is effectively a compliance credit that is assigned to each gallon of qualifying renewable fuel produced in, or

Under California’s Global Warming Solutions Act of 2006, the California Air Resources Board (CARB) was required to undertake a statewide effort to reduce GHG emissions.

One of the programs designed to help achieve those reductions is the LCFS program.

CIs are determined using a CARB-developed life cycle GHG emissions analysis model, and CI pathways are certified by the CARB after low-carbon fuel producers submit operational data to demonstrate the life cycle GHG emissions.

In addition, the demand for some of these low-carbon transportation fuels tends to drive higher values for those fuels compared to petroleum-based transportation fuels due to their lower CI scores.

We seek to pursue opportunities to further lower the CI of many of our products, including our low-carbon fuels.

See “*Our Low-Carbon Projects*” below.

Annual CI reduction requirements prescribed by the CFR program can be satisfied by using compliance credits that a primary supplier creates (through blending low-CI fuels) or that are purchased by them.

annual CI reduction requirements.

The RTFO program has two components, the main obligation and the development fuel obligation target.

The main obligation can be satisfied through the supply of established low-carbon fuels, such as biofuels, while the development fuel obligation target can be satisfied through the supply of advanced low-carbon fuels, such as complex waste fuels or low-carbon fuels of non-biological origin.

Section 6426 of the Internal Revenue Code of 1986, as amended, (the Code) provided a tax credit (generally referred to as the blender’s tax credit) to blenders of certain renewable fuels to encourage the production and blending of those fuels with traditional petroleum-based transportation fuels.

Only blenders that produced a mixture and either sold or used the fuel mixture as fuel were eligible for the blender’s tax credit.

The renewable diesel produced by our Renewable Diesel segment is liquid fuel derived from biomass that meets the EPA’s fuel registration requirements; therefore, renewable diesel that we produced and blended qualified for this refundable tax credit of $1.00 per gallon.

In addition, Section 40(b) of the Code provided an income tax credit to registered producers of second-generation biofuels that were produced and sold in the U.S. for use in a fuel mixture.

In December 2024, the Internal Revenue Service (IRS) approved our application for registration as a producer of second-generation biofuels with respect to the cellulosic ethanol produced at our ethanol plants.

Also, the recently completed SAF project provides DGD the optionality to produce low-carbon jet fuel, which should generate Section 45Z tax credits and increase the value of that product.

As of December 31, 2024, we have invested $5.8 billion3 in our low-carbon fuels businesses, and we expect additional growth opportunities in this area.

See “OUR OPERATIONS—*Renewable Diesel*” below for additional information about our renewable diesel business.

We also continue to evaluate various other projects to sequester carbon dioxide.

See “ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—LIQUIDITY AND CAPITAL RESOURCES—*Our Capital Resources*—Capital Investments” for further discussion of our capital investments associated with low-carbon projects.

*joint ventures and other entities decrease our ability to manage risk*,” and —“Legal, Government, and Regulatory Risks—*We are subject to risks arising from the Renewable and Low-Carbon Fuel Programs, and other regulations, policies, international certifications, and standards impacting low-carbon fuels*,” which are incorporated by reference into this item.

Renewable naphtha is used to produce renewable gasoline and renewable plastics.

DGD distributes its neat SAF via ship and barge to domestic markets.

In 2025, DGD expects to also distribute neat SAF via ship and barge to international markets.

| | | | | | | Lakota | | | | | | 110 | | | | | | 289,000 | | | | | | 38 | | |

| Total | | | | | | | | | | | | 1,675 | | | | | | 4,402,000 | | | | | | 583 | | |

| U.S. | | | | | | 8,273 | | |

| Canada | | | | | | 647 | | |

| Total | | | | | | 9,922 | | |

Our information security program and framework comprise processes, policies, practices, systems, and technologies that are designed to identify, assess, prioritize, manage, and monitor risks to our information systems, including risks from cybersecurity threats and [removed: events and] risks associated with the use of third-party service providers.

Specific technical and legal playbooks have also been developed for data breaches, malware, unauthorized remote access, [added: ransomware,] and [removed: ransomware.][added: ransom-related incidents.]

Typically, we (i) perform periodic tabletop exercises with a company-wide cross-functional team that are facilitated by a third-party expert and are intended to simulate a real-life security incident, (ii) conduct penetration testing as needed and annually conduct Payment Card Industry Data Security Standard testing and firewall reviews, and have periodically engaged a third-party expert to help therewith, (iii) hold annual cybersecurity awareness trainings, and (iv) periodically engage a third-party expert to conduct a review of our information security framework, which is designed to help identify existing and emerging risks, and mitigate [removed: against] such risks.

In 2024, we established a company-wide cross-functional team to [removed: preliminarily] assess the risks and opportunities from conventional and generative [removed: AI and will continue these assessments in 2025.][added: AI.]

We have an Information Security Committee (Infosec Committee) consisting of refining, [removed: renewable diesel, ethanol,] [added: renewables,] logistics, [added: human resources,] and information services personnel that [added: typically] meets weekly to evaluate third-party exchange of data and collaborate on strategy for dealing with information security risks and other related matters.

Our Infosec Oversight Committee consists of information services, refining, and internal audit personnel and [added: typically] meets quarterly to discuss network threats and the overall security landscape.

Our Executive Steering Committee consists of management within our information services, internal audit, refining, renewable diesel, ethanol, legal, and logistics teams, and [added: typically] meets twice per year to review and discuss information security metrics and results of security assessments, among other items.

On a monthly basis, our Vice President-Information Services and Technology provides executive management with an Information Security Scorecard, which includes any cybersecurity [removed: events] [added: incidents] that have occurred.

If a cybersecurity incident is declared under the IRP, we will evaluate whether such incident might have a material adverse impact on our business, financial condition, results of operations, or reputation, among other considerations, and communicate that discussion to executive management, who will then determine if escalation to the Board is warranted and if further disclosure is required to the [removed: SEC and/or] [added: SEC,] other government [removed: agencies.][added: agencies, and/or other parties.]

We continued these assessments in 2025 and expect to continue these efforts going forward.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

| Name | | | | | | Current Position | | | | | | | | | | | | Age as of December 31, [removed: 2024] [added: 2025] | | |

| R. Lane Riggs | | | | | | Chairman of the Board, Chief Executive Officer and President | | | | | | | | | | | | [removed: 59] [added: 60] | | |

| [removed: Jason W. Fraser] [added: Gary K. Simmons] | | | | | | Executive Vice President and Chief [removed: Financial] [added: Operating] Officer | | | | | | | | | | | | [removed: 56] [added: 61] | | |

| Richard J. Walsh | | | | | | Executive Vice President and General Counsel | | | | | | | | | | | | [removed: 59] [added: 60] | | |

| Eric A. Fisher | | | | | | Senior Vice President Product Supply, Trading and Wholesale | | | | | | | | | | | | [removed: 56] [added: 57] | | |

He has held several leadership positions [removed: with] [added: within] Valero overseeing refining operations, supply optimization and crude and feedstock supply, and planning and economics.

[removed: Mr. Fraser] [added: Mr. Bhullar] was elected [removed: Executive] [added: to serve as Senior] Vice President and Chief Financial Officer [added: on October 28, 2025,] effective [removed: July 15, 2020.][added: January 1, 2026.]

Mr. Walsh has responsibility for our legal and governmental affairs, health, safety, and environmental, fuels compliance, risk [removed: management, ESG,] [added: management] and compliance/ethics [removed: teams.][added: teams, and public policy and engagement.]

| Harminder S. “Homer” Bhullar | | | | | | Senior Vice President and Chief Financial Officer | | | | | | | | | | | | 45 | | |

He previously served as Vice President-Investor Relations and Finance (beginning April 29, 2021) and was responsible for overseeing our investor relations and finance functions, as well as strategic communications, public relations, advertising, and community engagement.

Prior to that he served as Vice President Investor Relations (from January 2019 to April 29, 2021) and as Vice President Business Development (from July 2018 through December 2018).

Prior to joining Valero in 2014, Mr. Bhullar was an investment banker focused on the energy sector.

| Gary K. Simmons | | | | | | Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 60 | | |

Prior to that he served as Executive Vice President and General Counsel (beginning January 1, 2019).

In 2018, he served as Senior Vice President overseeing Valero’s Public Policy & Strategic Planning, Governmental Affairs, Investor Relations, and External Communications functions.

From November 2016 to May 2018, Mr. Fraser served as Vice President Public Policy & Strategic Planning, and from May 2015 to November 2016, he served in London as Vice President Europe, overseeing our European commercial businesses.

Prior to his service in London, he held various leadership positions at our San Antonio headquarters, including Senior Vice President & Deputy General Counsel and Senior Vice President Specialty Products in the Valero family of companies.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 4,196] [added: 3,996] holders of record of our common stock.

The following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of [removed: 2024.][added: 2025.]

(a)The shares reported in this column include [removed: 101,602] [added: 102,682] shares related to our purchases of shares from participants in our stock-based compensation plans in connection with the vesting of restricted stock and other stock compensation transactions in accordance with the terms of our stock-based compensation plans.

[removed: (c)On February 22,] [added: On October 29,] 2024, we announced that our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration date (the [removed: February] [added: September] 2024 Program).

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $1.8] [added: $1.7] billion remaining available for purchase under the [removed: February] [added: September] 2024 Program.

On [removed: October 29, 2024, we announced that] [added: February 25, 2026,] our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration [removed: date (the September 2024 Program),] [added: date,] which is in addition to the amount remaining under the [removed: February] [added: September] 2024 Program.

The following line graph compares the cumulative total return4 on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peers (that we selected) for the five-year period commencing December 31, [removed: 2019] [added: 2020] and ending December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

4 Assumes that an investment in Valero common stock, the S&P 500 index, and our peer group was $100 on December 31, [removed: 2019.][added: 2020.]

Cumulative total return is based on share price appreciation plus reinvestment of dividends from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024.][added: 2025.]

| October 2025 | | | | | | 73,565 | | | | | | $ | 171.14 | | | | | | | | | | | — | | | | | | $2.8 billion | | |

| November 2025 | | | | | | 1,612,991 | | | | | | $ | 175.92 | | | | | | | | | | | 1,588,344 | | | | | | $2.5 billion | | |

| December 2025 | | | | | | 4,663,575 | | | | | | $ | 167.86 | | | | | | | | | | | 4,659,105 | | | | | | $1.7 billion | | |

| Total | | | | | | 6,350,131 | | | | | | $ | 169.94 | | | | | | | | | | | 6,247,449 | | | | | | $1.7 billion | | |

(c)On February 22, 2024, we announced that our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration date, and we completed all authorized share purchases under that program during the fourth quarter of 2025.

| Valero common stock | | | $ | 100.00 | | | | | $ | 140.33 | | | | | $ | 245.61 | | | | | $ | 260.04 | | | | | $ | 252.46 | | | | | $ | 346.01 | |

| S&P 500 Index | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| Peer Group | | | 100.00 | | | | | | 153.44 | | | | | | 256.82 | | | | | | 278.17 | | | | | | 253.25 | | | | | | 251.49 | | |

| October 2024 | | | | | | 216,412 | | | | | | $ | 129.98 | | | | | | | | | | | 139,400 | | | | | | $4.6 billion | | |

| November 2024 | | | | | | 373,161 | | | | | | $ | 138.48 | | | | | | | | | | | 349,308 | | | | | | $4.5 billion | | |

| December 2024 | | | | | | 1,471,278 | | | | | | $ | 125.00 | | | | | | | | | | | 1,470,541 | | | | | | $4.3 billion | | |

| Total | | | | | | 2,060,851 | | | | | | $ | 127.96 | | | | | | | | | | | 1,959,249 | | | | | | $4.3 billion | | |

| Valero common stock | | | $ | 100.00 | | | | | $ | 64.40 | | | | | $ | 90.37 | | | | | $ | 158.16 | | | | | $ | 167.46 | | | | | $ | 162.57 | |

| S&P 500 Index | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Peer Group | | | 100.00 | | | | | | 65.76 | | | | | | 100.91 | | | | | | 168.89 | | | | | | 182.93 | | | | | | 166.54 | | |

Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Management believes that as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which begins on page [removed: [68](#i6c483f34cc394db0a1546d7a4379d72b_133)] [added: [72](#i76d50a7c72eb4f6a8ea4a9ed425977c8_118)] of this report.

We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

We evaluated the design and tested the operating effectiveness of certain internal controls [removed: over] [added: related to] the Company’s [removed: income tax process.][added: impairment assessment process for long-lived assets.]

We have audited Valero Energy Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2025] | | | [added: | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 4,657] [added: 4,688] | | | | | $ | [removed: 5,424] [added: 4,657] | |

| Receivables, net | | | | | | [removed: 10,708] [added: 9,877] | | | | | | [removed: 12,525] [added: 10,708] | | |

| Inventories | | | | | | [removed: 7,761] [added: 7,591] | | | | | | [removed: 7,583] [added: 7,761] | | |

| Prepaid expenses and other | | | | | | [removed: 611] [added: 1,054] | | | | | | [removed: 689] [added: 611] | | |

| Total current assets | | | | | | [removed: 23,737] [added: 23,210] | | | | | | [removed: 26,221] [added: 23,737] | | |

| Property, plant, and equipment, at cost | | | | | | [removed: 52,368] [added: 50,091] | | | | | | [removed: 51,668] [added: 52,368] | | |

| Accumulated depreciation | | | | | | [removed: (23,054)] [added: (22,474)] | | | | | | [removed: (21,459)] [added: (23,054)] | | |

| Property, plant, and equipment, net | | | | | | [removed: 29,314] [added: 27,617] | | | | | | [removed: 30,209] [added: 29,314] | | |

| Deferred charges and other assets, net | | | | | | [removed: 7,092] [added: 7,161] | | | | | | [removed: 6,626] [added: 7,092] | | |

| Total assets | | | | | | $ | [removed: 60,143] [added: 57,988] | | | | | $ | [removed: 63,056] [added: 60,143] | |

| Current portion of debt and finance lease obligations | | | | | | $ | [removed: 743] [added: 949] | | | | | $ | [removed: 1,406] [added: 743] | |

| Accounts payable | | | | | | [removed: 12,092] [added: 10,139] | | | | | | [removed: 12,567] [added: 12,092] | | |

| Accrued expenses | | | | | | [removed: 1,130] [added: 1,403] | | | | | | [removed: 1,240] [added: 1,130] | | |

| Taxes other than income taxes payable | | | | | | [removed: 1,360] [added: 1,550] | | | | | | [removed: 1,452] [added: 1,360] | | |

| Income taxes payable | | | | | | [removed: 170] [added: 68] | | | | | | [removed: 137] [added: 170] | | |

| Total current liabilities | | | | | | [removed: 15,495] [added: 14,109] | | | | | | [removed: 16,802] [added: 15,495] | | |

| Debt and finance lease obligations, less current portion | | | | | | [removed: 9,720] [added: 9,670] | | | | | | [removed: 10,118] [added: 9,720] | | |

| Deferred income tax liabilities | | | | | | [removed: 5,267] [added: 5,146] | | | | | | [removed: 5,349] [added: 5,267] | | |

| Other long-term liabilities | | | | | | [removed: 2,140] [added: 2,458] | | | | | | [removed: 2,263] [added: 2,140] | | |

| Additional paid-in capital | | | | | | [removed: 6,939] [added: 6,981] | | | | | | [removed: 6,901] [added: 6,939] | | |

| Treasury stock, at cost; [removed: 358,637,890] [added: 374,561,457] and [removed: 340,199,677] [added: 358,637,890] common shares | | | | | | [removed: (28,178)] [added: (30,753)] | | | | | | [removed: (25,322)] [added: (28,178)] | | |

| Retained earnings | | | | | | [removed: 47,016] [added: 47,959] | | | | | | [removed: 45,630] [added: 47,016] | | |

| Accumulated other comprehensive loss | | | | | | [removed: (1,272)] [added: (469)] | | | | | | [removed: (870)] [added: (1,272)] | | |

| Total Valero Energy Corporation stockholders’ equity | | | | | | [removed: 24,512] [added: 23,725] | | | | | | [removed: 26,346] [added: 24,512] | | |

| Noncontrolling interests | | | | | | [removed: 3,009] [added: 2,880] | | | | | | [removed: 2,178] [added: 3,009] | | |

*Sufficiency of audit evidence over quantities of inventories*

As discussed in Note 4 to the consolidated financial statements, the Company held $7.6 billion of inventories as of December 31, 2025.

The Company’s inventories are held across its refineries, renewable diesel plants, ethanol plants, and third-party locations.

We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of inventories at the multi-locations as a critical audit matter.

Evaluating the sufficiency of audit evidence over quantities of inventories at the multi-locations required challenging auditor judgment to determine the nature and extent of procedures to be performed.

This included determining the number of locations and which locations to visit.

We applied auditor judgment to determine the nature and extent of procedures to be performed over quantities of inventories at the multi-locations by evaluating:

- homogeneity of the locations

- historical locations visited and results of prior physical counts

- inventory dollars by location.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the quantities of inventories held at multi-locations.

This included certain controls related to the Company's inventory count process and reconciliations of inventories at the multi-locations.

We assessed the recorded quantities of inventories by counting inventory quantities on a selection basis through location visits during the year and comparing counted quantities to the Company’s inventory records.

We also obtained external confirmation of inventory quantities held at certain third-party locations.

We evaluated the overall sufficiency of audit evidence obtained over the quantities of inventories at multi-locations by assessing the results of procedures performed including the appropriateness of the nature and extent of audit evidence.

*Fair value of certain long-lived assets*

As discussed in Note 1 to the consolidated financial statements, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

If a long-lived asset is not deemed recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value.

As discussed in Note 2, as of March 31, 2025, the Company updated their evaluation of potential impairment and concluded that the carrying values of the Benicia and Wilmington refineries were not recoverable.

As a result, the Company reduced the carrying values of these assets to their estimated fair values and recognized a combined asset impairment loss of $1.1 billion.

As discussed in Note 19, the fair values of the refineries were determined using a market approach based on a comparison of recent property sales and other relevant real estate and market data.

We identified the evaluation of fair value of the Benicia and Wilmington refineries as a critical audit matter.

Subjective and challenging auditor judgment was required to assess certain key assumptions used to value the Benicia and Wilmington refineries as changes in these key assumptions could have a significant impact on the fair values.

Key assumptions included identification of comparable transactions and adjustments to the comparable market data based on the specific characteristics of the Benicia and Wilmington refineries.

Additionally, the evaluation of the key assumptions required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

This included controls related to the selection and application of the key assumptions used to estimate the fair value of the Benicia and Wilmington refineries.

We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the reasonableness of the fair values associated with the Benicia and Wilmington refineries by:

- developing independent fair value ranges for the Benicia and Wilmington refineries using the market approach and independently identified comparable market transactions and relevant market data

- comparing the independent fair value estimate ranges to the Company’s fair value estimates for the Benicia and Wilmington refineries that were ultimately used to identify and record impairment.

February 25, 2026

February 25, 2026

| Cost of materials and other | | | 101,096 | | | | | | 110,616 | | | | | | 117,367 | | |

| Taxes other than income taxes | | | 6,720 | | | | | | 5,900 | | | | | | 5,720 | | |

| __________________________ | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 2,348 | | | | | | — | | | | | | 2,348 | | | | | | (102) | | | | | | 2,246 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 803 | | | | | | 803 | | | | | | 14 | | | | | | 817 | | |

| Balance as of December 31, 2025 | | | $ | 7 | | | | | $ | 6,981 | | | | | $ | (30,753) | | | | | $ | 47,959 | | | | | $ | (469) | | | | | $ | 23,725 | | | | | $ | 2,880 | | | | | $ | 26,605 | |

| Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | |

| Deferred charges and other assets | | | | | | (171) | | | | | | (579) | | | | | | (210) | | |

*Assessment of gross unrecognized tax benefits*

As discussed in Note 15 to the consolidated financial statements, as of December 31, 2024, the Company has gross unrecognized tax benefits, excluding related interest and penalties, of $316 million.

The Company’s tax positions are subject to examination by local taxing authorities and resolution of such examinations may span multiple years.

Due to the complexities inherent in the interpretation of income tax laws in domestic and foreign jurisdictions, it is uncertain whether some of the Company’s income tax positions will be sustained upon examination.

We identified the assessment of the Company’s gross unrecognized tax benefits as a critical audit matter.

Complex auditor judgment was required in evaluating the Company’s interpretation of income tax laws and assessing the Company’s determination of the ultimate resolution of its income tax positions.

This included controls to evaluate which of the Company’s income tax positions may not be sustained upon examination and estimate the gross unrecognized tax benefits.

We involved domestic and international income tax professionals with specialized skills and knowledge, who assisted in:

- obtaining an understanding and evaluating the Company’s income tax positions as filed or intended to be filed

- evaluating the Company’s interpretation of income tax laws by developing an independent assessment of the Company’s income tax positions and comparing the results to the Company’s assessment

- inspecting settlements and communications with applicable taxing authorities

- assessing the expiration of applicable statutes of limitations.

In addition, we evaluated the Company’s ability to estimate its gross unrecognized tax benefits by comparing historical uncertain income tax positions, including the gross unrecognized tax benefits, to actual results upon conclusion of tax examinations.

February 26, 2025

| | | | | | | | | | | | | | | | | | | | | |

| Cost of materials and other | | | 116,516 | | | | | | 123,087 | | | | | | 150,770 | | | | | |

| __________________________ | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2021 | | | $ | 7 | | | | | $ | 6,827 | | | | | $ | (15,677) | | | | | $ | 28,281 | | | | | $ | (1,008) | | | | | $ | 18,430 | | | | | $ | 1,387 | | | | | $ | 19,817 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 11,528 | | | | | | — | | | | | | 11,528 | | | | | | 351 | | | | | | 11,879 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (351) | | | | | | (351) | | | | | | (3) | | | | | | (354) | | |

| Changes in deferred charges and credits and other operating activities, net | | | | | | 195 | | | | | | (387) | | | | | | (249) | | |

| Proceeds from sale of assets | | | | | | — | | | | | | — | | | | | | 32 | | |

________________________

but less than one year are classified as short-term investments, which are reflected in prepaid expenses and other in our balance sheets.

information becomes available or circumstances change.

To the degree that we are unable to blend

ASU 2023-07

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, to improve interim and annual disclosures about a public entity’s reportable segments primarily through improved disclosures about significant segment expenses and other segment related items.

We adopted this ASU effective January 1, 2025 and it did not affect our financial position or our results of operations, but will result in additional annual disclosures.

UNCERTAINTY

Significant legislation that has impacted or could impact our operations includes, but is not limited to, the following:

- In September 2022, California adopted Senate Bill No. 1322 (SB 1322), which requires refineries in California to report monthly on the volume and cost of the crude oil they buy, the quantity and price of the wholesale gasoline they sell, and the gross gasoline margin per barrel, among other information.

The provisions of SB 1322 were effective January 2023.

- In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin (max margin) and the imposition of a financial penalty for profits above a max margin, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (CEC) for all participants in the petroleum industry supply chain in California, and (iii) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.

The provisions of SBx 1-2 became effective June 26, 2023.

- In May 2024, the CEC issued resolutions adopting emergency regulations implementing new and expanded refining margin, refinery maintenance, and marine import reporting requirements, all of which became effective in June 2024.

It remains uncertain as to what extent any regulations will address the remaining reporting requirements under SBx 1-2.

- In October 2024, California adopted Assembly Bill No. 1 (ABx 2-1), which among other things, (i) authorizes the CEC to require that refiners maintain minimum levels of inventories of refined transportation fuels, including any feedstocks and blending components for those fuels, and (ii) provides certain requirements for CEC regulations governing the timing of refinery turnarounds and maintenance under existing SBx 1-2 authority, including that the refiner first make resupply plans or other arrangements to the satisfaction of the CEC’s executive director.

We continue to review and analyze the provisions of SBx 1-2 and related legislation, the possible impacts to our refining and marketing operations, and potential impacts on consumers in California.

Any adverse effects on our operations or financial performance in California could indicate that the carrying value of our assets in California is not recoverable, which would result in an impairment loss that could be material.

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] [added: DATA](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)”] on page [removed: [65](#i6c483f34cc394db0a1546d7a4379d72b_127)] [added: [68](#i76d50a7c72eb4f6a8ea4a9ed425977c8_112)] of this report, and is incorporated by reference into this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] [added: DATA](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)”] beginning on page [removed: [68](#i6c483f34cc394db0a1546d7a4379d72b_133)] [added: [72](#i76d50a7c72eb4f6a8ea4a9ed425977c8_118)] of this report, and is incorporated by reference into this item.

(b)During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of Valero adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

(a)None.

(a)In February 2025, the Human Resources and Compensation Committee of our Board approved an amendment to our performance share awards (beginning with 2025 grants and including outstanding tranches of prior awards), such that going forward our performance share awards will vest solely on the basis of relative total shareholder return as set forth in the applicable award agreement.

Information regarding our executive officers appears in PART I of this report under “INFORMATION ABOUT OUR EXECUTIVE OFFICERS.” All other information required by ITEMS 10 through 14 of Form 10-K is incorporated by reference from the discussions under the following anticipated headings in our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders (the [removed: 2025] [added: 2026] Proxy Statement).

We expect to file the [removed: 2025] [added: 2026] Proxy Statement with the SEC on or before March 31, [removed: 2025.][added: 2026.]

No other information other than what is required to satisfy ITEMS 10 through 14 of Form 10-K is incorporated by reference into these items from the [removed: 2025] [added: 2026] Proxy Statement.

In addition to the information regarding our executive officers that appears in PART I of this report under “INFORMATION ABOUT OUR EXECUTIVE OFFICERS,” the disclosures under the following anticipated headings in our [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference herein:

The disclosures under the following anticipated headings in our [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference herein:

The disclosures under the following anticipated headings in our [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference herein:

The disclosures under the following anticipated headings in our [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference herein:

The disclosures under the following anticipated heading in our [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference herein: “*KPMG LLP Fees*.”

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] [added: DATA](#i76d50a7c72eb4f6a8ea4a9ed425977c8_109)”] of this Form 10-K:

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i6c483f34cc394db0a1546d7a4379d72b_127)] [added: Reporting](#i76d50a7c72eb4f6a8ea4a9ed425977c8_112)] | | | [removed: [65](#i6c483f34cc394db0a1546d7a4379d72b_127)] [added: [68](#i76d50a7c72eb4f6a8ea4a9ed425977c8_112)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i6c483f34cc394db0a1546d7a4379d72b_130)] [added: Firm](#i76d50a7c72eb4f6a8ea4a9ed425977c8_115)] (PCAOB ID: 185) | | | [removed: [66](#i6c483f34cc394db0a1546d7a4379d72b_130)] [added: [69](#i76d50a7c72eb4f6a8ea4a9ed425977c8_115)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i6c483f34cc394db0a1546d7a4379d72b_136)] [added: 2024](#i76d50a7c72eb4f6a8ea4a9ed425977c8_121)] | | | [removed: [70](#i6c483f34cc394db0a1546d7a4379d72b_136)] [added: [74](#i76d50a7c72eb4f6a8ea4a9ed425977c8_121)] | | |

| [Consolidated Statements of Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i6c483f34cc394db0a1546d7a4379d72b_139)] [added: 2023](#i76d50a7c72eb4f6a8ea4a9ed425977c8_124)] | | | [removed: [71](#i6c483f34cc394db0a1546d7a4379d72b_139)] [added: [75](#i76d50a7c72eb4f6a8ea4a9ed425977c8_124)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024,](#i6c483f34cc394db0a1546d7a4379d72b_145) [2023,] [added: 2025,](#i76d50a7c72eb4f6a8ea4a9ed425977c8_130) [2024,] and [removed: 2022](#i6c483f34cc394db0a1546d7a4379d72b_145)] [added: 2023](#i76d50a7c72eb4f6a8ea4a9ed425977c8_130)] | | | [removed: [72](#i6c483f34cc394db0a1546d7a4379d72b_145)] [added: [76](#i76d50a7c72eb4f6a8ea4a9ed425977c8_130)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i6c483f34cc394db0a1546d7a4379d72b_148)] [added: 2023](#i76d50a7c72eb4f6a8ea4a9ed425977c8_133)] | | | [removed: [73](#i6c483f34cc394db0a1546d7a4379d72b_148)] [added: [77](#i76d50a7c72eb4f6a8ea4a9ed425977c8_133)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i6c483f34cc394db0a1546d7a4379d72b_151)] [added: 2023](#i76d50a7c72eb4f6a8ea4a9ed425977c8_136)] | | | [removed: [74](#i6c483f34cc394db0a1546d7a4379d72b_151)] [added: [78](#i76d50a7c72eb4f6a8ea4a9ed425977c8_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6c483f34cc394db0a1546d7a4379d72b_154)] [added: Statements](#i76d50a7c72eb4f6a8ea4a9ed425977c8_139)] | | | [removed: [75](#i6c483f34cc394db0a1546d7a4379d72b_154)] [added: [79](#i76d50a7c72eb4f6a8ea4a9ed425977c8_139)] | | |

| [removed: [4.07](https://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt)] [added: [4.08](https://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt)] | | | — | | | [Specimen Certificate of Common Stock–incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004.](https://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt) | | |

| [removed: [4.08](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] [added: [4.09](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] | | | — | | | [Description of Valero Energy Corporation common stock, $0.01 par value–incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[4.09] [added: Exhibit 4.09] to Valero’s annual report on [removed: Form](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[10-K] [added: Form 10-K] for the year ended [removed: December](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[31,] [added: December 31,] 2019 (SEC File [removed: No.](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[001](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[\-](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] [added: No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] | | |

| [+10.02](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) | | | — | | | [Valero Energy Corporation 2020 Omnibus Stock Incentive Plan–incorporated by reference to [removed: Appendix](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[A] [added: Appendix A] to Valero’s Definitive Proxy Statement on [removed: Schedule](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[14A,] [added: Schedule 14A,] filed [removed: March](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[19,] [added: March 19,] 2020 (SEC File [removed: No.](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] [added: No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] | | |

| [removed: [+10.10](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm)] [added: [+10.13](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | | — | | | [Form of Restricted Stock Agreement [removed: (2020] [added: (2022, 2023,] and [removed: 2021 grants)–incorporated] [added: 2024 grants and current)–incorporated] by reference to Exhibit [removed: 10.17] [added: 10.26] to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | |

| [removed: [+10.12](https://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] [added: [+10.12](https://www.sec.gov/Archives/edgar/data/1035002/000119312524142857/d681201dex1001.htm)] | | | — | | | [Form of Stock Unit Award Agreement for Non-Employee Directors (with one-year hold provision)–incorporated by reference to Exhibit [removed: 10.02] [added: 10.01] to Valero’s current report on Form 8-K dated [removed: April 30, 2019,] [added: May 15, 2024,] and filed May [removed: 1, 2019] [added: 20, 2024] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312524142857/d681201dex1001.htm)] | | |

| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1035002/000119312525241519/d40220dex101.htm)] | | | — | | | [removed: [Fifth Amended] [added: [Amended] and Restated Revolving Credit Agreement, dated as of [removed: November 22, 2022,] [added: October 16, 2025,] among Valero Energy Corporation, as [removed: Borrower;] [added: Borrower,] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent;] [added: Agent,] and the [removed: lenders named therein–incorporated] [added: other financial institutions from time to time party thereto–incorporated] by reference to Exhibit [removed: 99.1] [added: 10.1] to Valero’s current report on Form 8-K dated [removed: November 22, 2022,] and filed [removed: November 22, 2022] [added: October 16, 2025] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312525241519/d40220dex101.htm)] | | |

| [removed: [+10.14](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1002.htm)] [added: [+10.14](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1018.htm)] | | | — | | | [Form of Amended and Restated Performance Share Agreement [removed: (2022] [added: (2023] grant–third [removed: tranche)–incorporated] [added: tranche, 2024 grant–second and third tranches, 2025 grant, and current)–incorporated] by reference to Exhibit [removed: 10.02] [added: 10.18] to Valero’s [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2023] [added: 2024] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1002.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1018.htm)] | | |

| [removed: [+10.15](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] [added: [19.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1901.htm)] | | | — | | | [removed: [Form of Restricted Stock Agreement (2022, 2023, and 2024 grants and current)–incorporated] [added: [Securities Trading Policy–incorporated] by reference to Exhibit [removed: 10.26] [added: 19.01] to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2024] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1901.htm)] | | |

| [removed: [+10.16](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1003.htm)] [added: [+10.15](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1004.htm)] | | | — | | | [Form of [removed: Performance Share Agreement (2023 grant–second tranche)–incorporated] [added: Aircraft Time Sharing Agreement–incorporated] by reference to Exhibit [removed: 10.03] [added: 10.04] to Valero’s quarterly report on Form 10-Q for the quarter ended March 31, 2023 (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1003.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1004.htm)] | | |

| [removed: [+10.19](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1004.htm)] [added: [22.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000061/a6302025exh2201.htm)] | | | — | | | [removed: [Form] [added: [Subsidiary Issuer] of [removed: Aircraft Time Sharing Agreement–incorporated] [added: Guaranteed Securities–incorporated] by reference to Exhibit [removed: 10.04] [added: 22.01] to Valero’s quarterly report on Form 10-Q for the quarter ended [removed: March 31, 2023] [added: June 30, 2025] (SEC File No. [removed: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000054/a3312023exh1004.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000061/a6302025exh2201.htm)] | | |

| [removed: [+10.20](https://www.sec.gov/Archives/edgar/data/1035002/000103500214000008/vloexh1016-12312013.htm)] [added: [+10.16](https://www.sec.gov/Archives/edgar/data/1035002/000103500214000008/vloexh1016-12312013.htm)] | | | — | | | [Form of Change of Control Severance Agreement (Tier II) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.16 to Valero’s annual report on Form 10-K for the year ended December 31, 2013 (SEC File No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500214000008/vloexh1016-12312013.htm) | | |

| [removed: [+10.21](https://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] [added: [+10.17](https://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] | | | — | | | [Form of Amendment (dated January 7, 2013) to Change of Control Severance Agreements (to eliminate excise tax gross-up benefit)–incorporated by reference to Exhibit 10.17 to Valero’s annual report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm) | | |

| [removed: [*21.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh2101.htm)] [added: [*21.01](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh2101.htm)] | | | — | | | [Valero Energy Corporation [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh2101.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh2101.htm)] | | |

| [removed: [*23.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh2301.htm)] [added: [*23.01](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh2301.htm)] | | | — | | | [Consent of KPMG LLP dated February [removed: 26, 2025.](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh2301.htm)] [added: 25, 2026.](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh2301.htm)] | | |

| [removed: [*24.01](#i6c483f34cc394db0a1546d7a4379d72b_262)] [added: [*24.01](#i76d50a7c72eb4f6a8ea4a9ed425977c8_241)] | | | — | | | [Power of Attorney dated February [removed: 26, 2025] [added: 25, 2026] (on the [removed: signature] [added: signatures] page of this Form [removed: 10-K).](#i6c483f34cc394db0a1546d7a4379d72b_262)] [added: 10-K).](#i76d50a7c72eb4f6a8ea4a9ed425977c8_241)] | | |

| [removed: [*31.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3101.htm)] [added: [*31.01](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3101.htm)] | | | — | | | [Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive [removed: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3101.htm)] [added: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3101.htm)] | | |

| [removed: [*31.02](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3102.htm)] [added: [*31.02](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3102.htm)] | | | — | | | [Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial [removed: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3102.htm)] [added: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3102.htm)] | | |

| [removed: [32.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3201.htm)] [added: [32.01](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3201.htm)] | | | — | | | [Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of [removed: 2002).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh3201.htm)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/1035002/000162828026011499/a12312025exh3201.htm)] | | |

| [4.07](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000017/a3312025exh401.htm) | | | — | | | [Second Supplemental Indenture, dated as of April 17, 2025, among Valero Energy Partners LP, as issuer; the co-issuers party thereto; Valero Energy Corporation, as parent guarantor; and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.01 to Valero’s quarterly report on Form 10-Q for the quarter ended March 31, 2025 (SEC File No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000017/a3312025exh401.htm) | | |

| | | | | | | | | |

| [*+10.17](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1017.htm) | | | — | | | [Form of Amended and Restated Performance Share Agreement (2024 grant–first tranche).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1017.htm) | | |

| [*+10.18](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1018.htm) | | | — | | | [Form of Amended and Restated Performance Share Agreement (2023 grant–third tranche, 2024 grant–second and third tranches, and current).](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/a12312024exh1018.htm) | | |