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 (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~September 18~~October 16, 2025

VALERO ENERGY CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware

001-13175

74-1828067

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Valero Way San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

One Valero Way

~~Registrant’s~~San ~~telephone number~~Antonio, ~~including~~Texas ~~area code: (210) 345-2000~~78249

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Principal ~~registrant~~Executive ~~under~~Offices ~~any~~and ofZip ~~the following provisions (see General Instruction A.2. below~~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:

☐	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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	Trading Symbol	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(d)~~ On ~~September~~October 1816, 2025, ~~the~~Valero ~~board~~Energy ofCorporation ~~directors~~ (the “~~Board~~Company”) ofamended ~~Valero~~and ~~Energy~~restated ~~Corporation~~its ~~(“Valero”)~~existing ~~increased~~revolving ~~its~~credit ~~size~~agreement todated 10as ~~members~~of ~~and~~November 22, ~~elected~~2022 ~~Robert~~to, L.among ~~Reymond~~other asthings, aextend ~~member~~the ofmaturity ~~the~~from ~~Board~~November 22, ~~with~~2027 anto ~~initial~~October 16, ~~term~~2030. ~~beginning~~The ~~immediately~~amended and ~~expiring~~restated atcredit ~~Valero’s~~agreement ~~2026~~(the ~~annual~~“Credit ~~meeting~~Facility”) ofwas ~~stockholders~~entered (into by and among the ~~“2026~~Company, ~~Annual~~JPMorgan ~~Meeting”).~~Chase ~~Additionally~~Bank, N.A. as Administrative Agent and the ~~Board~~other ~~appointed~~financial Mrinstitutions party thereto. ~~Reymond~~ toThe ~~serve~~Credit onFacility ~~the~~provides ~~Nominating~~for ~~and~~a ~~Corporate~~revolving ~~Governance~~credit ~~Committee~~facility in an aggregate principal amount of ~~the~~up ~~Board~~to $4,000,000,000 ~~effective~~with ~~immediately.~~a Mrletter of credit subfacility of up to $2,400,000,000. ~~Reymond~~ isRevolving ~~expected~~commitments under the Credit Facility may be increased by up to ~~stand~~ $1,500,000,000 for ~~re-election at the~~ ~~2026~~a ~~Annual~~total ~~Meeting~~revolving commitment of $5,500,000,000.

~~Mr. Reymond~~Borrowings isunder ~~entitled~~the toCredit ~~participate~~Facility ~~in Valero’s non-employee director compensation~~bear ~~program~~interest, asat ~~described~~the ~~under “Director Compensation” in Valero~~Company’s ~~proxy~~election, ~~statement~~at ~~filed~~either ~~with~~ (i) the ~~Securities~~Term ~~and~~SOFR ~~Exchange~~Rate ~~Commission~~(as ondefined ~~March 18,~~in ~~2025. Mr. Reymond is entitled to receive pro-rata compensation for~~ the ~~period~~Credit ofFacility) ~~his~~plus ~~service~~a onmargin ~~the~~ranging ~~Board~~ from ~~the~~0.9% ~~date~~to of1.5% ~~his~~per ~~election on September 18~~annum, ~~2025,~~based toupon the ~~anticipated~~Company’s ~~date~~ratings offrom ~~the~~S&P, ~~2026~~Moody’s ~~Annual~~and ~~Meeting. Accordingly~~Fitch, ~~Valero~~or ~~granted Mr.~~(ii) ~~Reymond a pro-rata equity grant of 924 stock units upon his election to~~ the ~~Board,~~Alternate ~~which~~Base ~~are~~Rate ~~scheduled~~(as todefined ~~vest~~ in ~~full on~~ the ~~first~~Credit ~~anniversary~~Facility) ofplus ~~the~~a ~~date~~margin ofranging ~~grant,~~from ~~and Mr~~0. ~~Reymond~~0% isto ~~also~~0.5% ~~entitled~~per toannum, ~~receive a pro-rata annual cash~~based ~~retainer~~upon in the ~~amount~~Company’s ofratings ~~$97~~from S&P,~~500~~ Moody’s and Fitch.

~~Item~~The 7Credit Facility requires the Company to pay a commitment fee accruing on the daily amount of used and unused commitments of the lenders at a rate ranging from 0.011% ~~Regulation~~to FD0.25% ~~Disclosure~~per annum, based upon the Company’s ratings from S&P, Moody’s and Fitch.

WeInterest ~~are~~and ~~furnishing~~commitment fees under the ~~disclosure~~Credit inFacility ~~this~~are ~~Item~~payable ~~7.01~~quarterly in ~~connection~~arrears ~~with~~(or ~~Valero’s~~shorter, ~~issuance~~if ofthe ainterest ~~press~~period ~~release~~elected onby ~~September 19,~~the ~~2025,~~Company ~~announcing~~is Mrshorter than 3 months). ~~Reymond’s~~ ~~election~~In addition to the ~~Board~~commitment ~~and~~fee, ~~disclosing~~the ~~other~~Credit ~~items~~Facility ~~related~~also torequires the ~~disclosure~~Company into ~~Item~~pay ~~5.02~~customary ~~above.~~letter ~~The~~of ~~press~~credit ~~release~~participation isand ~~attached~~fronting fees to ~~this~~the ~~Current~~lenders ~~Report on Form 8-K as Exhibit 99.1~~ and isa ~~hereby~~customary ~~incorporated~~agency byfee ~~reference~~to ~~into~~the ~~this~~Administrative ~~Item 7~~Agent.01

The ~~information~~Credit inFacility ~~Items~~contains ~~7.01~~various ~~and~~customary ~~9.01~~affirmative ofand ~~this~~negative ~~Current~~covenants ~~Report~~and ~~on Form 8-K is being~~events ~~furnished, not “filed,” for purposes~~ of ~~Section 18~~default. ofProceeds ~~the~~under ~~Securities Exchange Act of 1934, as amended (~~the ~~“Exchange~~Credit ~~Act”),~~Facility orwill ~~otherwise subject to the liabilities of that section, nor shall such information~~ be ~~deemed~~used ~~incorporated~~for bygeneral ~~reference~~corporate 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 filingpurposes. 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~~The ~~Harbor~~foregoing ~~Statement~~description is not complete and is qualified in its entirety by reference to the Credit Facility which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

~~Statements~~2 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 92.~~01.~~03 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 regarding the Credit Facility is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release dated September 19, 2025
Exhibit No.
10.1		Amended and Restated Revolving Credit Agreement, dated as of October 16, 2025, among Valero Energy Corporation, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other financial institutions from time to time party thereto.
104		The cover page from the Company’s Current Report on Form 8-K, formatted in 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.

Date: October 16, 2025


VALERO ENERGY CORPORATION

By:		/s/ Richard J. Walsh
		Richard J. Walsh
		Executive Vice President and General Counsel

VALERO ENERGY CORPORATION

Date: September 19, 2025

/s/ Richard J. Walsh

Richard J. Walsh

Executive Vice President and General Counsel

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