UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): July 24, 2025~~1934

Date of Report (Date of earliest event reported): September 18, 2025

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13175

74-1828067

~~001-13175~~

~~74-1828067~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

~~(Commission File Number)~~

~~(I.R.S. Employer Identification No.)~~

One Valero Way

San Antonio, Texas

78249

(Address of principal executive offices)

(Zip Code)

San Antonio, Texas 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

VLO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 ~~of this chapter~~). ~~Emerging growth company ☐~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On ~~July~~September 2418, 2025, the board of directors (the “Board”) of Valero Energy Corporation (~~the~~ “~~Company~~Valero”) ~~issued~~increased aits ~~press~~size ~~release~~to ~~announcing~~10 members and elected Robert L. Reymond as a member of the ~~Company~~Board, with an initial term beginning immediately and expiring at Valero’s ~~financial~~2026 ~~and~~annual ~~operating~~meeting ~~results~~of ~~for~~stockholders (the ~~second~~“2026 ~~quarter~~Annual ~~ended~~Meeting”). ~~June 30~~Additionally, ~~2025~~the Board appointed Mr. Reymond Ato ~~copy~~serve ofon the ~~press~~Nominating ~~release~~and isCorporate ~~furnished~~Governance ~~with~~Committee ~~this~~of ~~report~~the asBoard, ~~Exhibit 99~~effective immediately.01 ~~and~~Mr. Reymond is ~~incorporated~~expected ~~herein~~to bystand for re-election at the ~~reference~~2026 Annual Meeting.

~~The~~Mr. Reymond ~~information~~is entitled to participate in Valero’s non-employee director compensation ~~this~~program, ~~report~~as isdescribed ~~being~~under ~~furnished,~~“Director ~~not~~Compensation” in Valero’s proxy statement filed, ~~pursuant~~with tothe ~~Item~~Securities and Exchange Commission on March 218, 2025.02 ~~of Form~~Mr. 8Reymond is entitled to receive pro-K.rata ~~Accordingly,~~compensation for the ~~information~~period inof ~~this~~his ~~report,~~service ~~including~~on the ~~press~~Board ~~release~~from the date of his election on September 18, ~~will~~2025, ~~not~~to bethe ~~incorporated~~anticipated bydate ~~reference~~of ~~into~~the ~~any~~2026 ~~registration~~Annual ~~statement~~Meeting. ~~filed~~Accordingly, byValero granted Mr. Reymond a pro-rata equity grant of 924 stock units upon his election to the ~~Company~~Board, ~~under~~which are scheduled to vest in full on the ~~Securities~~first ~~Act~~anniversary of ~~1933,~~the asdate ~~amended~~of grant, ~~unless~~and ~~specifically~~Mr. Reymond ~~identified~~is ~~therein~~also asentitled ~~being~~to ~~incorporated~~receive a pro-rata annual cash ~~therein~~retainer byin ~~reference~~the amount of $97,500.

Item 97.01 ~~Financial~~ ~~Statements~~Regulation ~~and~~FD ~~Exhibits~~Disclosure.

We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 19, 2025, announcing Mr. Reymond’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2026 Annual Meeting and expectations that Mr. Reymond will stand for re-election at the 2026 Annual Meeting. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting Valero’s operations and financial performance or the demand for Valero’s products. These factors also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political or regulatory developments that are adverse to or restrict refining and marketing operations, or that impose taxes or penalties on profits, windfalls, or margins above a certain level, tariffs and their effects on trading relationships, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, and the adverse effects the foregoing may have on Valero’s business plan, strategy, operations and financial performance. When considering these forward-looking statements, you should also consider the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the United States Securities and Exchange Commission and available on our website at www.valero.com.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1	Press release dated September 19, 2025
99.01		Press release dated July 24, 2025.
104	The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VALERO ENERGY CORPORATION	~~VALERO ENERGY CORPORATION~~
Date:	July 24, 2025		By:	/s/ Jason W. Fraser
Date: September 19, 2025		by:	/s/ Richard J. Walsh
				Jason W. Fraser
			Richard J. Walsh
				Executive Vice President and
			Executive Vice President and General Counsel
				Chief Financial Officer

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