Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report, including without limitation our disclosures below under “OVERVIEW AND OUTLOOK,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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,” “could,” “would,” “should,” “may,” “strive,” “seek,” “pursue,” “potential,” “opportunity,” “aimed,” “considering,” “continue,” “evaluate,” and similar expressions.

These forward-looking statements include, among other things, statements regarding:

• the effect, impact, potential duration or timing, or other implications of global geopolitical and other conflicts and tensions, and government and other responses thereto;

• future Refining segment margins, including gasoline and distillate margins, and differentials;

• future Renewable Diesel segment margins;

• future Ethanol segment margins;

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

• anticipated levels of crude oil and liquid transportation fuel inventories, storage capacity, and production;

• expectations with respect to third-party refining, logistics, and low-carbon fuels projects and operations, and the effect and implications thereof on industry and market dynamics;

• expectations regarding the levels of, and costs and timing with respect to, the production and operations at our existing refineries and plants, projects under evaluation, construction, or development, and former projects;

• our plans, actions, assets, and operations in California and expected timing and cost of obligations and other financial statement, operational, or strategic impacts;

• our anticipated level of capital investments, including deferred turnaround and catalyst cost and other capital 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, as well as any insurance proceeds related thereto, and the effect of those capital investments on our business, financial condition, results of operations, and liquidity;

• our anticipated level of cash distributions or contributions, such as our dividend payment rate and contributions to our pension plans and other postretirement benefit plans;

• our ability to meet future cash and credit requirements, whether from funds generated from our operations or our ability to access financial markets effectively, and expectations regarding our liquidity and future sources and uses of cash;

• our evaluation of, and expectations regarding, any future activity under our share purchase program or transactions involving our debt securities, including the use of proceeds from any debt offering;

• anticipated trends in the supply of, and demand for, crude oil and other feedstocks, refined petroleum products, renewable diesel, SAF, ethanol, and corn-related co-products in the regions where we operate, as well as globally;

• expectations regarding environmental, tax, and other legal or regulatory matters, including the matters discussed in Note 2 of Condensed Notes to Consolidated Financial Statements, the anticipated amounts and timing of payment with respect to our deferred tax liabilities, unrecognized tax benefits, matters impacting our ability to repatriate cash held by our foreign subsidiaries, tariffs and refund claims, and the anticipated or potential effects thereof on our business, financial condition, results of operations, and liquidity;

• the effect of general economic and other conditions, including inflation and economic activity levels, on refining, renewable diesel, SAF, and ethanol industry fundamentals, as well as our capital allocation;

• expectations regarding our risk management activities, including the anticipated effects of our hedge transactions;

• expectations regarding the matters discussed in Note 5 of Condensed Notes to Consolidated Financial Statements;

• expectations regarding our counterparties and VIEs, including our ability to pass on increased compliance costs and timely collect receivables, and the credit risk within our accounts receivable or accounts payable;

• expectations regarding adoptions of new, or changes to existing, low-carbon fuel regulations, policies, and standards issued by governments across the world to address greenhouse gas (GHG) emissions and the percentage of low-carbon fuels in the transportation fuel mix, including, but not limited to, the Renewable and Low-Carbon Fuel Programs, blending and tax credits, efficiency standards, or other waivers, benefits, or incentives that impact the demand for low-carbon fuels; and

• expectations regarding our low-carbon fuels strategy, publicly disclosed GHG emissions reductions/displacements target, and our current, former, and any future low-carbon projects.

We based our forward-looking statements on our current expectations, estimates, and projections about ourselves, current and potential counterparties, our industry, and the global economy and financial markets generally. We caution that these statements are not guarantees of future performance or results and involve known and unknown risks and uncertainties, the ultimate outcomes of which we cannot predict with certainty. In addition, we based many of these forward-looking statements on assumptions about future events, the ultimate outcomes of which we cannot predict with certainty and which may prove to be inaccurate. Accordingly, actual performance or results may differ materially from the future performance or results that we have expressed, suggested, or forecast in the forward-looking statements. Differences between actual performance or results and any future performance or results expressed, suggested, or forecast in these forward-looking statements could result from a variety of factors, including the following:

• the effects arising out of global geopolitical and other conflicts and tensions, including with respect to changes in trade flows and impacts to crude oil and other markets, as well as actions in response to supply and demand imbalances for refined petroleum products;

• demand for, and supplies of, refined petroleum products (such as gasoline, diesel, jet fuel, and petrochemicals), renewable diesel, SAF, ethanol, and corn-related co-products;

• demand for, and supplies of, crude oil and other feedstocks, as well as other critical materials and supplies;

• the effects of public health threats, pandemics, and epidemics, governmental and societal responses thereto, and the adverse impacts of the foregoing on our business, financial condition, results of operations, and liquidity, and the global economy and financial markets generally;

• acts of terrorism or other third-party actions affecting either our refineries and plants or third-party facilities that could impair our ability to produce or transport refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products, to receive feedstocks, or otherwise operate efficiently;

• the effects of war or hostilities, and political and economic conditions, in or affecting geographic areas that produce crude oil or other feedstocks, are key areas for crude oil and refined petroleum product transportation, or consume refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products;

• the ability of the members of the Organization of Petroleum Exporting Countries (OPEC), and other petroleum-producing nations that collectively make up OPEC+, to agree on and to maintain crude oil price and production controls;

• the level of consumer demand, consumption, and overall economic activity, including the effects from seasonal fluctuations and market prices;

• refinery, renewable diesel plant, or ethanol plant overcapacity or undercapacity;

• the risk that any transactions or capital decisions may not provide the anticipated benefits or may result in unforeseen detriments;

• the actions taken by competitors, including both pricing and adjustments to refining capacity or low-carbon fuels production, as well as changes in the geographic markets where they operate, in response to market conditions;

• the level of competitors’ imports into markets that we supply;

• accidents, unscheduled shutdowns, weather events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, societal, or political events or developments, terrorism, cyberattacks, or other catastrophes or disruptions affecting our operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of our suppliers, customers, or third-party service providers;

• changes in the cost or availability of transportation or storage capacity for feedstocks and our products;

• pressure and influence of environmental groups and other stakeholders upon policies and decisions related to the production, transportation, storage, refining, processing, marketing, and sales of crude oil or other feedstocks, refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products;

• the price, availability, technology related to, and acceptance of alternative fuels and alternative-fuel vehicles, as well as sentiment and perceptions with respect to low-carbon projects and GHG emissions more generally;

• 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 sequestration, carbon capture and storage, and low-carbon fuels, including ethanol blending levels, or affecting the price of natural gas, electricity, and/or water;

• the volatility in the market price of compliance credits (primarily RINs needed to comply with the RFS) under the Renewable and Low-Carbon Fuel Programs;

• delay of, cancellation of, or failure to implement planned capital or other strategic projects and realize the various assumptions and benefits projected for such projects or cost overruns in executing such planned projects;

• natural disasters/acts of nature and severe weather events, such as earthquakes, storms, hurricanes, droughts, floods, wildfires, and other 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;

• rulings, judgments, or settlements in litigation or other legal or regulatory matters, such as unexpected environmental remediation or enforcement costs, including those in excess of any reserves or insurance coverage;

• legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, profits, 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 tariffs, duties, and other trade restrictions, including any refunds related thereto, 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 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, government shutdowns, and other actions, policies, and initiatives by federal, state, local, and other jurisdictions applicable to us;

• changes in the credit ratings assigned to our debt securities and trade credit;

• the operating, financing, and distribution decisions of our joint ventures, other joint venture members, and other consolidated VIEs that we do not control;

• changes in currency exchange rates, including the value of the Canadian dollar, the pound sterling, the euro, the Mexican peso, and the Peruvian sol relative to the U.S. dollar;

• the adequacy of capital resources and liquidity, including availability, timing, and amounts of cash flow, cash requirements, or our ability to borrow or access financial markets;

• the costs, disruption, and diversion of resources associated with lawsuits, proceedings, demands, or investigations, or campaigns and negative publicity commenced by government authorities, investors, stakeholders, or other interested parties;

• overall economic conditions, including the stability and liquidity of financial markets, and the effect thereof on consumer demand; and

• other factors generally described in the “RISK FACTORS” section included in our annual report on Form 10-K for the year ended December 31, 2025.

Any one of these factors, or a combination of these factors, could materially affect our future business, financial condition, results of operations, and liquidity and whether any forward-looking statements ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those expressed, suggested, or forecast in any forward-looking statements. Such forward-looking statements speak only as of the date of this quarterly report on Form 10-Q and we do not intend to update these statements unless we are required by applicable securities laws to do so.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing, as it may be updated or modified by our future filings with the U.S. Securities and Exchange Commission (SEC). We undertake no obligation to publicly release any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events unless we are required by applicable securities laws to do so.

NON-GAAP FINANCIAL MEASURES

The following discussions in “OVERVIEW AND OUTLOOK,” “RESULTS OF OPERATIONS,” and “LIQUIDITY AND CAPITAL RESOURCES” include references to financial measures that are not defined under GAAP. These non-GAAP financial measures include Refining, Renewable Diesel, and Ethanol segment margin; adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable); and capital investments attributable to Valero. We have included these non-GAAP financial measures to help facilitate the comparison of operating results between periods, to help assess our cash flows, and because we believe they provide useful information as discussed further below. Refer to the tables in note (b), beginning on page 44, for the reconciliations of Refining, Renewable Diesel, and Ethanol segment margin and adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable) to their most directly comparable GAAP financial measures. Also in note (b), we disclose the reasons why we believe our use of such non-GAAP financial measures provides useful information. See the table on page 49 for a reconciliation of capital investments attributable to Valero to its most directly comparable GAAP financial measure. Beginning on page 48, we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

OVERVIEW AND OUTLOOK

Overview

Business Operations Update

Our results for the first quarter of 2026 benefited from strong global demand for petroleum-based transportation fuels amid constrained worldwide supply. Geopolitical developments disrupted global commodity markets and further limited refining capacity, exacerbating the imbalance between supply and demand. These conditions led to higher market prices for petroleum-based transportation fuels, as well as increased prices for crude oil and other feedstocks used in their production. Despite higher feedstock costs, the spread between product prices and input costs resulted in strong refining margins during the first quarter of 2026. However, refining margins remain sensitive to changes in global supply and demand dynamics, feedstock costs, and geopolitical developments, and sustained price volatility or shifts in these factors could impact future results.

Our results for the first quarter of 2026 were also impacted by actions taken under our plan with respect to the operations of our Benicia Refinery. During the quarter, we began idling the processing units through a phased approach and ceased operation of the fuel production units. In accordance with our plan, full idling of all processing units was completed in April 2026. See Note 2 of Condensed Notes to Consolidated Financial Statements for additional information related to our Benicia Refinery.

In addition, on March 23, 2026, our Port Arthur Refinery experienced a fire in one of its distillate hydrotreater units, which prompted a full shut-down of the refinery. As of the date of this quarterly report on Form 10-Q, the refinery has resumed operations at reduced capacity. This incident did not have a

material effect on our results of operations for the first quarter of 2026. See Note 5 of Condensed Notes to Consolidated Financial Statements for additional information related to this event.

The strong demand for our products and continued strength in refining margins are the primary contributors to us reporting $1.3 billion of net income attributable to Valero stockholders for the first quarter of 2026. Our operating results, including operating results by segment, are described in the following summary under “First Quarter Results” and detailed descriptions can be found under “RESULTS OF OPERATIONS” beginning on page 37.

Our operations generated $1.4 billion of cash during the first quarter of 2026. Also, we issued $850 million of 5.150 percent Senior Notes due March 10, 2036 during the first quarter of 2026, as described in Note 4 of Condensed Notes to Consolidated Financial Statements. The cash generated by our operations was used to make $448 million of capital investments in our business and return $932 million to our stockholders through purchases of common stock for treasury and dividend payments. As a result of these items, along with the net proceeds from our debt issuance and other activities, our cash, cash equivalents, and restricted cash increased by $1.0 billion during the first quarter of 2026 to $5.9 billion as of March 31, 2026. We had $10.8 billion in liquidity as of March 31, 2026. 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 46.

First Quarter Results

For the first quarter of 2026, we reported net income attributable to Valero stockholders of $1.3 billion compared to a net loss of $595 million for the first quarter of 2025. The increase of $1.9 billion was primarily due to an increase in operating income of $2.6 billion, partially offset by an increase in income tax expense of $666 million. The details of our operating income (loss) and adjusted operating income, where applicable, by segment and in total are reflected below (in millions). Adjusted operating income excludes the adjustments reflected in the tables in note (b) beginning on page 44.

						Three Months Ended March 31,
						2026						2025						Change
Refining segment:
Operating income (loss)						$	1,806					$	(530)					$	2,336
Adjusted operating income						1,830						605						1,225
Renewable Diesel segment:
Operating income (loss)						139						(141)						280
Ethanol segment:
Operating income						90						20						70
Total company:
Operating income (loss)						1,731						(900)						2,631
Adjusted operating income						1,755						235						1,520

While our operating income increased by $2.6 billion in the first quarter of 2026 compared to the first quarter of 2025, adjusted operating income increased by $1.5 billion primarily due to the following:

• Refining segment. Refining segment adjusted operating income increased by $1.2 billion primarily due to higher distillate (primarily diesel) margins, an increase in crude oil differentials,

and an increase in throughput volumes, partially offset by lower gasoline margins and an increase in depreciation and amortization expense.

• Renewable Diesel segment. Renewable Diesel segment operating income increased by $280 million primarily due to higher product prices (primarily renewable diesel) and an increase in clean fuel production credits recognized on qualifying sales, partially offset by higher feedstock prices.

• Ethanol segment. Ethanol segment operating income increased by $70 million primarily due to lower corn prices, the recognition of clean fuel production credits in 2026, and an increase in production volumes.

Outlook

Many uncertainties exist with respect to the supply and demand balances in petroleum-based product markets worldwide. While it is difficult to predict future worldwide economic and geopolitical activity and the resulting impact on product supply and demand, we have noted several factors below that have impacted or may impact our results of operations during the second quarter of 2026.

• Global demand for gasoline, diesel, and jet fuel remains strong; however, demand growth has moderated amid market disruptions related to conflict in the Middle East.

• Continued disruption to global refining capacity is expected due to unplanned outages at refineries and export infrastructure in the Middle East and Russia resulting from ongoing conflicts in those regions as well as reduced production in other regions driven by crude supply constraints. As a result, global refined product inventories are expected to remain low.

• Crude oil differentials are expected to remain volatile as reductions in Middle Eastern sour crude oil production are expected to be only partially offset by incremental crude oil supply from other regions. In addition, ongoing conflict in the Middle East continues to disrupt global transportation routes, resulting in higher freight costs that could contribute to further volatility in the crude oil market.

• Renewable diesel demand is expected to rise driven by an increase in the renewable volume obligations (RVOs) imposed by the EPA for 2026 and 2027, particularly with respect to biomass-based diesel.

• Ethanol demand is expected to follow typical seasonal patterns.

• On March 23, 2026, our Port Arthur Refinery experienced a fire in one of the refinery’s distillate hydrotreater units, which is more fully discussed in Note 5 of Condensed Notes to Consolidated Financial Statements. As of the date of this quarterly report on Form 10-Q, the Port Arthur Refinery has resumed operations at reduced capacity. For the second quarter of 2026, we expect throughput volumes for our Gulf Coast region to range between 1.690 to 1.740 million barrels per day, which reflects the anticipated reduction in volumes for our Port Arthur Refinery.

RESULTS OF OPERATIONS

The following tables, including the reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures in note (b) beginning on page 44, highlight our results of operations, our operating performance, and market reference prices that directly impact our operations. Note references in this section can be found on pages 44 through 46.

First Quarter Results -

Financial Highlights by Segment and Total Company

(millions of dollars)

						Three Months Ended March 31, 2026
						Refining						Renewable Diesel						Ethanol						Corporate and Other						Total
Revenues:
Revenues from external customers						$	30,805					$	711					$	865					$	—					$	32,381
Intersegment revenues						2						703						302						(1,007)						—
Total revenues						30,807						1,414						1,167						(1,007)						32,381
Cost of sales:
Cost of materials and other						25,178						1,112						894						(999)						26,185
Taxes other than income taxes						1,721						—						—						—						1,721
Operating expenses (excluding depreciation and amortization expense reflected below)						1,346						85						164						—						1,595
Depreciation and amortization expense						732						78						19						(1)						828
Total cost of sales						28,977						1,275						1,077						(1,000)						30,329
Other operating expenses						24						—						—						—						24
General and administrative expenses (excluding depreciation and amortization expense reflected below)						—						—						—						285						285
Depreciation and amortization expense						—						—						—						12						12
Operating income by segment						$	1,806					$	139					$	90					$	(304)					1,731
Other income, net																														132
Interest and debt expense, net of capitalized interest																														(140)
Income before income tax expense																														1,723
Income tax expense																														401
Net income																														1,322
Less: Net income attributable to noncontrolling interests																														59
Net income attributable to Valero Energy Corporation stockholders																														$	1,263

First Quarter Results -

Financial Highlights by Segment and Total Company (continued)

(millions of dollars)

						Three Months Ended March 31, 2025
						Refining						Renewable Diesel						Ethanol						Corporate and Other						Total
Revenues:
Revenues from external customers						$	28,757					$	493					$	1,008					$	—					$	30,258
Intersegment revenues						2						407						217						(626)						—
Total revenues						28,759						900						1,225						(626)						30,258
Cost of sales:
Cost of materials and other						24,769						895						1,032						(648)						26,048
Taxes other than income taxes						1,500						—						—						—						1,500
Operating expenses (excluding depreciation and amortization expense reflected below)						1,291						78						154						—						1,523
Depreciation and amortization expense						594						68						19						(1)						680
Total cost of sales						28,154						1,041						1,205						(649)						29,751
Asset impairment loss (a)						1,131						—						—						—						1,131
Other operating expenses						4						—						—						—						4
General and administrative expenses (excluding depreciation and amortization expense reflected below)						—						—						—						261						261
Depreciation and amortization expense						—						—						—						11						11
Operating income (loss) by segment						$	(530)					$	(141)					$	20					$	(249)					(900)
Other income, net																														120
Interest and debt expense, net of capitalized interest																														(137)
Loss before income tax benefit																														(917)
Income tax benefit																														(265)
Net loss																														(652)
Less: Net loss attributable to noncontrolling interests																														(57)
Net loss attributable to Valero Energy Corporation stockholders																														$	(595)

First Quarter Results -

Average Market Reference Prices and Differentials

			Three Months Ended March 31,
			2026						2025
Refining
Feedstocks (dollars per barrel)
Brent crude oil			$	77.92					$	74.89
Brent less West Texas Intermediate (WTI) crude oil			5.94						3.43
Brent less WTI Houston crude oil			4.33						2.08
Brent less Dated Brent crude oil			(2.68)						(0.75)
Brent less Argus Sour Crude Index crude oil			4.95						2.56
Brent less Maya crude oil			11.48						9.79
Brent less Western Canadian Select Houston crude oil			13.57						7.24
WTI crude oil			71.98						71.46
Natural gas (dollars per million British thermal units)			3.11						3.38
RVO (dollars per barrel) (c)			9.41						4.76
Product margins (RVO adjusted unless otherwise noted) (dollars per barrel)
U.S. Gulf Coast:
Conventional Blendstock for Oxygenate Blending (CBOB) gasoline less Brent			0.45						3.58
Ultra-low-sulfur (ULS) diesel less Brent			27.60						16.69
Polymer Grade Propylene less Brent (not RVO adjusted)			(12.03)						1.24
U.S. Mid-Continent:
CBOB gasoline less WTI			(0.69)						9.26
ULS diesel less WTI			24.46						16.50
North Atlantic:
CBOB gasoline less Brent			3.16						4.90
ULS diesel less Brent			36.54						20.88
U.S. West Coast:
California Reformulated Gasoline Blendstock for Oxygenate Blending 87 gasoline less Brent			24.29						23.14
California Air Resources Board diesel less Brent			33.00						20.37

First Quarter Results -

Average Market Reference Prices and Differentials (continued)

			Three Months Ended March 31,
			2026						2025
Renewable Diesel
New York Mercantile Exchange ULS diesel (dollars per gallon)			$	2.91					$	2.38
Biodiesel RIN (dollars per RIN)			1.44						0.79
California LCFS carbon credit (dollars per metric ton)			65.36						66.17
U.S. Gulf Coast (USGC) used cooking oil (dollars per pound)			0.63						0.50
USGC DCO (dollars per pound)			0.65						0.52
USGC fancy bleachable tallow (dollars per pound)			0.60						0.50
Ethanol
Chicago Board of Trade corn (dollars per bushel)			4.37						4.73
New York Harbor ethanol (dollars per gallon)			1.81						1.82

Total Company, Corporate, and Other

The following table includes selected financial data for the total company, corporate, and other for the first quarter of 2026 and 2025. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

						Three Months Ended March 31,
						2026						2025						Change
Revenues						$	32,381					$	30,258					$	2,123
Cost of sales						30,329						29,751						578
Asset impairment loss (see note (a))						—						1,131						(1,131)
Operating income (loss)						1,731						(900)						2,631
Adjusted operating income (see note (b))						1,755						235						1,520
Income tax expense (benefit)						401						(265)						666

Revenues increased by $2.1 billion in the first quarter of 2026 compared to the first quarter of 2025 primarily due to increases in product prices for the petroleum-based transportation fuels (primarily diesel) associated with sales made by our Refining segment. This increase in revenues, along with the effect of an asset impairment loss of $1.1 billion in the first quarter of 2025 (see note (a)), was partially offset by an increase in cost of sales of $578 million primarily due to increases in crude oil and other feedstock costs.

Operating income increased by $2.6 billion in the first quarter of 2026; however, adjusted operating income, which excludes the adjustments in the table in note (b), increased by $1.5 billion, from $235 million in the first quarter of 2025 to $1.8 billion in the first quarter of 2026. The primary components of this $1.5 billion increase in adjusted operating income are discussed by segment in the segment analyses that follow.

Income tax expense increased by $666 million in the first quarter of 2026 compared to the first quarter of 2025 primarily as a result of higher income before income tax expense.

Refining Segment Results

The following table includes selected financial and operating data of our Refining segment for the first quarter of 2026 and 2025. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

						Three Months Ended March 31,
						2026						2025						Change
Operating income (loss)						$	1,806					$	(530)					$	2,336
Adjusted operating income (see note (b))						1,830						605						1,225
Refining margin (see note (b))						3,908						2,490						1,418
Operating expenses (excluding depreciation and amortization expense reflected below)						1,346						1,291						55
Depreciation and amortization expense						732						594						138
Asset impairment loss (see note (a))						—						1,131						(1,131)
Throughput volumes (thousand barrels per day) (see note (d))						2,914						2,828						86

Refining segment operating income increased by $2.3 billion in the first quarter of 2026; however, Refining segment adjusted operating income, which excludes the adjustments in the table in note (b), increased by $1.2 billion in the first quarter of 2026 compared to the first quarter of 2025. The primary components of this increase in the adjusted results, along with the reasons for the changes in those components, are outlined below.

• Refining segment margin increased by $1.4 billion in the first quarter of 2026 compared to the first quarter of 2025.

Refining segment margin is primarily affected by the prices for the petroleum-based transportation fuels that we sell and the cost of crude oil and other feedstocks that we process. The table on page 39 reflects market reference prices and differentials that we believe impacted our Refining segment margin in the first quarter of 2026 compared to the first quarter of 2025.

The increase in Refining segment margin was primarily due to the following:

◦An increase in distillate (primarily diesel) margins had a favorable impact of approximately $1.1 billion.

◦An increase in crude oil differentials had a favorable impact of approximately $390 million.

◦An increase in throughput volumes of 86,000 barrels per day had a favorable impact of approximately $120 million. As discussed in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” beginning on page 34 and in Note 2 of Condensed Notes to Consolidated Financial Statements, we began idling the processing units through a phased approach and ceased operation of the fuel production units at our Benicia Refinery during the first quarter of 2026. While these actions resulted in lower volumes at our Benicia Refinery, the overall impact was more than offset by increased

volumes at our other refineries, resulting in higher aggregate volumes in the first quarter of 2026 compared to the first quarter of 2025.

◦A decrease in gasoline margins had an unfavorable impact of approximately $340 million.

• Refining segment depreciation and amortization expense increased by $138 million primarily due to incremental depreciation expense of approximately $100 million related to our plan to idle the processing units and cease refining operations at our Benicia Refinery by the end of April 2026, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Renewable Diesel Segment Results

The following table includes selected financial and operating data of our Renewable Diesel segment for the first quarter of 2026 and 2025. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

						Three Months Ended March 31,
						2026						2025						Change
Operating income (loss)						$	139					$	(141)					$	280
Renewable Diesel margin (see note (b))						302						5						297
Operating expenses (excluding depreciation and amortization expense reflected below)						85						78						7
Depreciation and amortization expense						78						68						10
Sales volumes (thousand gallons per day) (see note (d))						3,027						2,435						592

Renewable Diesel segment operating income increased by $280 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to an increase in Renewable Diesel segment margin of $297 million.

Renewable Diesel segment margin is primarily affected by the prices for the renewable fuels that we sell, the recognition of clean fuel production credits on qualifying sales, and the cost of the feedstocks that we process. The table on page 40 reflects market reference prices that we believe impacted our Renewable Diesel segment margin in the first quarter of 2026 compared to the first quarter of 2025.

The increase in Renewable Diesel segment margin was primarily due to the following:

• An increase in product prices, primarily renewable diesel, had a favorable impact of approximately $380 million.

• An increase in clean fuel production credits recognized on qualifying sales had a favorable impact of $127 million.

• An increase in the cost of the feedstocks we process had an unfavorable impact of approximately $190 million.

Ethanol Segment Results

The following table includes selected financial and operating data of our Ethanol segment for the first quarter of 2026 and 2025. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

						Three Months Ended March 31,
						2026						2025						Change
Operating income						$	90					$	20					$	70
Ethanol margin (see note (b))						273						193						80
Operating expenses (excluding depreciation and amortization expense reflected below)						164						154						10
Depreciation and amortization expense						19						19						—
Production volumes (thousand gallons per day) (see note (d))						4,619						4,466						153

Ethanol segment operating income increased by $70 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to an increase in Ethanol segment margin of $80 million.

Ethanol segment margin is primarily affected by prices for the ethanol and corn-related co-products that we sell, the recognition of clean fuel production credits on qualifying sales, and the cost of corn that we process. The table on page 40 reflects market reference prices that we believe impacted our Ethanol segment margin in the first quarter of 2026 compared to the first quarter of 2025.

The increase in Ethanol segment margin was primarily due to the following:

• A decrease in corn prices had a favorable impact of approximately $40 million.

• The recognition of clean fuel production credits had a favorable impact of $20 million. Provisions of the One Big Beautiful Bill Act became effective on January 1, 2026, making certain ethanol produced and sold by us eligible for the clean fuel production credit. Accordingly, we recognized clean fuel production credits on qualifying sales of ethanol during the three months ended March 31, 2026.

• An increase in production volumes of 153,000 gallons per day had a favorable impact of approximately $10 million.

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The following notes relate to references on pages 37 through 43.

(a)In March 2025, we approved a plan to idle the processing units and cease refining operations at our Benicia Refinery by the end of April 2026. In addition, we considered strategic alternatives for our remaining operations in California. As a result, we evaluated the assets of the Benicia and Wilmington refineries for impairment as of March 31, 2025 and concluded that the carrying values of these assets were not recoverable. Therefore, we reduced the carrying values of the Benicia and Wilmington refineries to their estimated fair values and recognized a combined asset impairment loss of $1.1 billion in the three months ended March 31, 2025.

(b)We use certain financial measures (as noted below) that are not defined under GAAP and are considered to be non-GAAP measures.

We have defined these non-GAAP measures and believe they are useful to the external users of our financial statements, including industry analysts, investors, lenders, and rating agencies. We believe these measures are useful to assess our ongoing financial performance because, when reconciled to their most comparable GAAP measures, they provide improved comparability between periods after adjusting for certain items that we believe are not indicative of our core operating performance and that may obscure our underlying business results and trends. These non-GAAP measures should not be considered as alternatives to their most comparable GAAP measures nor should they be considered in isolation or as a substitute for an analysis of our results of operations as reported under GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures used by other companies because we may define them differently, which diminishes their utility.

Non-GAAP measures are as follows (in millions):

**◦**Refining margin is defined as Refining segment operating income (loss) excluding operating expenses (excluding depreciation and amortization expense), depreciation and amortization expense, the asset impairment loss, and other operating expenses, as reflected in the table below.

						Three Months Ended March 31,
						2026						2025
Reconciliation of Refining operating income (loss) to Refining margin
Refining operating income (loss)						$	1,806					$	(530)
Adjustments:
Operating expenses (excluding depreciation and amortization expense)						1,346						1,291
Depreciation and amortization expense						732						594
Asset impairment loss (see note (a))						—						1,131
Other operating expenses						24						4
Refining margin						$	3,908					$	2,490

**◦**Renewable Diesel margin is defined as Renewable Diesel segment operating income (loss) excluding operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense, as reflected in the table below.

						Three Months Ended March 31,
						2026						2025
Reconciliation of Renewable Diesel operating income (loss) to Renewable Diesel margin
Renewable Diesel operating income (loss)						$	139					$	(141)
Adjustments:
Operating expenses (excluding depreciation and amortization expense)						85						78
Depreciation and amortization expense						78						68
Renewable Diesel margin						$	302					$	5

◦Ethanol margin is defined as Ethanol segment operating income excluding operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense, as reflected in the table below.

						Three Months Ended March 31,
						2026						2025
Reconciliation of Ethanol operating income to Ethanol margin
Ethanol operating income						$	90					$	20
Adjustments:
Operating expenses (excluding depreciation and amortization expense)						164						154
Depreciation and amortization expense						19						19
Ethanol margin						$	273					$	193

**◦**Adjusted Refining operating income is defined as Refining segment operating income (loss) excluding the asset impairment loss and other operating expenses, as reflected in the table below.

						Three Months Ended March 31,
						2026						2025
Reconciliation of Refining operating income (loss) to adjusted Refining operating income
Refining operating income (loss)						$	1,806					$	(530)
Adjustments:
Asset impairment loss (see note (a))						—						1,131
Other operating expenses						24						4
Adjusted Refining operating income						$	1,830					$	605

**◦**Adjusted operating income is defined as total company operating income (loss) excluding the asset impairment loss and other operating expenses, as reflected in the table below.

						Three Months Ended March 31,
						2026						2025
Reconciliation of total company operating income (loss) to adjusted operating income
Total company operating income (loss)						$	1,731					$	(900)
Adjustments:
Asset impairment loss (see note (a))						—						1,131
Other operating expenses						24						4
Adjusted operating income						$	1,755					$	235

(c)The RVO cost represents the average market cost on a per barrel basis to comply with the RFS program. The RVO cost is calculated by multiplying (i) the average market price during the applicable period for the RINs associated with each class of renewable fuel (i.e., biomass-based diesel, cellulosic biofuel, advanced biofuel, and total renewable fuel) by (ii) the quotas for the volume of each class of renewable fuel that must be blended into petroleum-based transportation fuels consumed in the U.S., as set or proposed by the EPA, on a percentage basis for each class of renewable fuel and adding together the results of each calculation.

(d)We use throughput volumes, sales volumes, and production volumes for the Refining segment, Renewable Diesel segment, and Ethanol segment, respectively, due to their general use by others who operate facilities similar to those included in our segments.

LIQUIDITY AND CAPITAL RESOURCES

Our Liquidity

Our liquidity consisted of the following as of March 31, 2026 (in millions):

Available capacity from our committed facilities (a):
Valero Revolver																								$	3,998
Accounts receivable sales facility																								1,300
Total available capacity																								5,298
Cash and cash equivalents (b)																								5,538
Total liquidity																								$	10,836

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(a)Excludes the committed facilities of the consolidated VIEs.

(b)Excludes $195 million of cash and cash equivalents related to the consolidated VIEs that is for their use only.

Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 4 of Condensed Notes to Consolidated Financial Statements.

On March 10, 2026, we issued $850 million of 5.150 percent Senior Notes due March 10, 2036. Proceeds from this debt issuance totaled $850 million before deducting the underwriting discount and other debt issuance costs. The net proceeds from this debt issuance are expected to be used for general corporate purposes, including the repayment, repurchase, or redemption of the remaining $100 million aggregate principal amount of our 7.65 percent Debentures due July 1, 2026, the remaining $426 million aggregate principal amount of our 3.400 percent Senior Notes due September 15, 2026, and the remaining

$146 million aggregate principal amount of the 4.375 percent Senior Notes due December 15, 2026 issued by Valero Energy Partners LP and guaranteed by us.

We believe we have sufficient funds from operations and from available capacity under our credit facilities to fund our ongoing operating requirements and other commitments over the next 12 months and thereafter for the foreseeable future. We expect that, to the extent necessary, we can raise additional cash through equity or debt financings in the public and private capital markets or the arrangement of additional credit facilities. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us.

Cash Flows

Components of our cash flows are set forth below (in millions):

			Three Months Ended March 31,
			2026						2025
Cash flows provided by (used in):
Operating activities			$	1,390					$	952
Investing activities			(400)						(635)
Financing activities:
Debt issuances and borrowings			3,050						2,499
Repayments of debt and finance lease obligations			(2,175)						(2,116)
Return to stockholders:
Purchases of common stock for treasury			(573)						(274)
Common stock dividend payments			(359)						(356)
Return to stockholders			(932)						(630)
Other financing activities			181						(135)
Financing activities			124						(382)
Effect of foreign exchange rate changes on cash			(67)						43
Net increase (decrease) in cash, cash equivalents, and restricted cash			$	1,047					$	(22)

Cash Flows for the Three Months Ended March 31, 2026

In the first quarter of 2026, we used the $1.4 billion of cash generated by our operations and the $3.1 billion from our debt issuance and borrowings to make $400 million of investments in our business, repay $2.2 billion of debt and finance lease obligations, return $932 million to our stockholders through purchases of our common stock for treasury and dividend payments, and increase our available cash on hand by $1.0 billion. The debt issuance, borrowings, and repayments are described in Note 4 of Condensed Notes to Consolidated Financial Statements.

As previously noted, our operations generated $1.4 billion of cash in the first quarter of 2026, driven by net income of $1.3 billion and noncash charges to income of $371 million, partially offset by a negative change in working capital of $303 million. Noncash charges primarily included $840 million of depreciation and amortization expense, partially offset by a $397 million deferred income tax benefit. Details regarding the components of the change in working capital, along with the reasons for the changes in those components, are described in Note 11 of Condensed Notes to Consolidated Financial Statements. In addition, see “RESULTS OF OPERATIONS” for an analysis of the significant components of our net income.

Our investing activities of $400 million primarily consisted of $448 million in capital investments, as defined below under “Capital Investments,” of which $33 million related to capital investments made by DGD.

Cash Flows for the Three Months Ended March 31, 2025

In the first quarter of 2025, we used the $952 million of cash generated by our operations, $2.5 billion from our debt issuance and borrowings, and $22 million of cash on hand to make $635 million of investments in our business, repay $2.1 billion of debt and finance lease obligations, and return $630 million to our stockholders through purchases of our common stock for treasury and dividend payments. The debt issuance, borrowings, and repayments are described in Note 4 of Condensed Notes to Consolidated Financial Statements.

As previously noted, our operations generated $952 million of cash in the first quarter of 2025, resulting from noncash charges to income of $1.4 billion and a positive change in working capital of $157 million. Noncash charges primarily included a $1.1 billion asset impairment loss associated with our operations in California, as described in Note 2 of Condensed Notes to Consolidated Financial Statements, and $691 million of depreciation and amortization expense, partially offset by a $324 million deferred income tax benefit. Details regarding the components of the change in working capital, along with the reasons for the changes in those components, are described in Note 11 of Condensed Notes to Consolidated Financial Statements. In addition, see “RESULTS OF OPERATIONS” for an analysis of the significant components of our net loss.

Our investing activities of $635 million primarily consisted of $660 million in capital investments, of which $95 million related to capital investments made by DGD.

Our Capital Resources

Our material cash requirements as of March 31, 2026 primarily consisted of working capital requirements, capital investments, contractual obligations, and other matters, as described below. Our operations have historically generated positive cash flows to fulfill our working capital requirements and other uses of cash as discussed below.

Capital Investments

Capital investments consist of our capital expenditures, deferred turnaround and catalyst cost expenditures, and investments in nonconsolidated joint ventures, as reflected in our statements of cash flows on page 5. Capital investments exclude acquisitions, if any.

We have developed an extensive multi-year capital investment program, which we update and revise based on changing internal and external factors. For additional information, see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—LIQUIDITY AND CAPITAL RESOURCES—Our Capital Resources—Capital Investments” and the “RISK FACTORS” section included in our annual report on Form 10-K for the year ended December 31, 2025.

Capital Investments Attributable to Valero

Capital investments attributable to Valero is a non-GAAP financial measure that reflects our net share of capital investments and is defined as all capital expenditures, deferred turnaround and catalyst cost expenditures, and investments in nonconsolidated joint ventures, excluding the portion of DGD’s capital investments attributable to the other joint venture member and all of the capital expenditures of other consolidated VIEs.

We are a 50 percent joint venture member in DGD and consolidate its financial statements, and DGD’s operations compose our Renewable Diesel segment. As a result, all of DGD’s net cash provided by operating activities (or operating cash flow) is included in our consolidated net cash provided by operating activities. In general, DGD’s members use DGD’s operating cash flow (excluding changes in its current assets and current liabilities) to fund its capital investments rather than distribute all of that cash to themselves. Because DGD’s operating cash flow is effectively attributable to each member, only 50 percent of DGD’s capital investments should be attributed to our net share of capital investments. We also exclude all of the capital expenditures of other VIEs that we consolidate because we do not operate those VIEs. See Note 7 of Condensed Notes to Consolidated Financial Statements for more information about the VIEs that we consolidate. We believe capital investments attributable to Valero is an important measure because it more accurately reflects our capital investments.

Capital investments attributable to Valero should not be considered as an alternative to capital investments, which is the most comparable GAAP measure, nor should it be considered in isolation or as a substitute for an analysis of our cash flows as reported under GAAP. In addition, this non-GAAP measure may not be comparable to similarly titled measures used by other companies because we may define it differently, which may diminish its utility.

The following table (in millions) reconciles our capital investments to capital investments attributable to Valero for the three months ended March 31, 2026 and 2025.

									Three Months Ended March 31,
						2026						2025
Reconciliation of capital investments to capital investments attributable to Valero
Capital expenditures (excluding VIEs)									$	160					$	189
Capital expenditures of VIEs:
DGD									4						59
Other VIEs									1						1
Deferred turnaround and catalyst cost expenditures (excluding VIEs)									254						374
Deferred turnaround and catalyst cost expenditures of DGD									29						36
Investments in nonconsolidated joint ventures									—						1
Capital investments									448						660
Adjustments:
DGD’s capital investments attributable to the other joint venture member									(17)						(48)
Capital expenditures of other VIEs									(1)						(1)
Capital investments attributable to Valero									$	430					$	611

See Note 5 of Condensed Notes to Consolidated Financial Statements for information regarding the potential impact to our capital expenditures resulting from an incident at the Port Arthur Refinery during the first quarter of 2026, as well as the related potential effect on capital investments attributable to Valero during 2026.

Contractual Obligations

As of March 31, 2026, our contractual obligations included debt obligations, interest payments related to debt obligations, operating lease liabilities, finance lease obligations, other long-term liabilities, and purchase obligations. In the ordinary course of business, we had debt-related activities during the three months ended March 31, 2026, as described in Note 4 of Condensed Notes to Consolidated Financial Statements. There were no material changes outside the ordinary course of business with respect to our contractual obligations during the three months ended March 31, 2026. See Note 2 of Condensed Notes to Consolidated Financial Statements for additional information regarding contractual obligations for our Benicia Refinery.

Other Matters Impacting Liquidity and Capital Resources

Stock Purchase Programs

During the three months ended March 31, 2026, we purchased for treasury 2,327,023 of our shares for a total cost of $564 million. See Note 6 of Condensed Notes to Consolidated Financial Statements for additional information related to our stock purchase programs. As of March 31, 2026, we had $1.2 billion remaining available for purchase under the September 2024 Program. On 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 date, which is in addition to the amount remaining under the September 2024 Program. We will continue to evaluate the timing of purchases when appropriate. We have no obligation to make purchases under these programs.

Pension Plan Funding

As disclosed in our annual report on Form 10-K for the year ended December 31, 2025, we plan to contribute approximately $70 million to our pension plans and $20 million to our other postretirement benefit plans during 2026. No significant contributions were made to these plans during the three months ended March 31, 2026.

Trade and Other Policy Matters

See Note 5 of Condensed Notes to Consolidated Financial Statements for information regarding trade and other policy changes that have impacted our business.

Cash Held by Our Foreign Subsidiaries

As of March 31, 2026, $3.8 billion of our cash and cash equivalents was held by our foreign subsidiaries. Cash held by our foreign subsidiaries can be repatriated to us through dividends without any U.S. federal income tax consequences, but certain other taxes may apply, including, but not limited to, withholding taxes imposed by certain foreign jurisdictions, U.S. state income taxes, and U.S. federal income tax on foreign exchange gains. Therefore, there is a cost to repatriate cash held by certain of our foreign subsidiaries to us.

Asset Retirement Obligations

See Note 2 of Condensed Notes to Consolidated Financial Statements for information regarding our expected asset retirement obligations and settlement activity during the first quarter of 2026.

Environmental Matters

Our operations are subject to extensive environmental regulations by government authorities relating to, among other matters, the release or discharge of materials into the environment, climate, waste management, pollution prevention measures, GHG and other emissions, our facilities and operations, and characteristics and composition of many of our products. Because environmental laws and regulations have become more complex and stringent and new or revised environmental laws and regulations are

continuously being enacted or proposed, the level of future costs and expenditures required for environmental matters could increase.

Concentration of Customers

Our operations have a concentration of customers in the refining industry and customers who are refined petroleum product wholesalers and retailers. These concentrations of customers may impact our overall exposure to credit risk, either positively or negatively, in that these customers may be similarly affected by changes in economic or other conditions, including the uncertainties concerning worldwide events causing volatility in the global crude oil markets. However, we believe that our portfolio of accounts receivable is sufficiently diversified to the extent necessary to minimize potential credit risk. Historically, we have not had any significant problems collecting our accounts receivable.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. There have been no changes to the critical accounting policies that involve critical accounting estimates disclosed in our annual report on Form 10-K for the year ended December 31, 2025.