Riggs R. Lane 4

What Happened

• Riggs R. Lane, CEO & President and a director of Valero Energy (VLO), had previously granted performance shares settle on Jan 21, 2026. A total of 112,039 derivative/award shares were converted/issued to him (multiple performance-share settlements shown at $0 acquisition price).
• To cover tax and exercise obligations, about 90,150 of those shares were withheld or surrendered to the issuer at $190.33 per share, generating cash proceeds of $5,416,221 (28,457 shares) and $4,165,562 (21,886 shares) — combined proceeds ≈ $9,581,783. Net result: Lane increased his holding by 21,889 shares (112,039 issued − 90,150 surrendered).

Key Details

• Transaction date: 2026-01-21; Filing date: 2026-01-23 (filed within the SEC two-business-day window).
• Prices: awards issued at $0 (performance share settlement); shares surrendered/withheld at $190.33 per share.
• Cash proceeds from surrendered/withheld shares ≈ $9.58M (28,457 shares → $5,416,221; 21,886 shares → $4,165,562).
• Net shares acquired on the date: 21,889 (112,039 total conversion − 90,150 total dispositions).
• Footnotes: settlements reflect performance-share payouts at different achievement levels (F1 = 175% of base; F2 = 200% of base; F3 = 150% of base).
• No indication in this filing of a 10b5-1 plan or a gift; the disposals are routine tax withholding / surrender to issuer (codes F and D).

Context

• This was primarily a performance-share settlement (not an open-market purchase). Many performance awards were converted and then shares were immediately withheld/surrendered to cover taxes/exercise — effectively a cashless/sell-to-cover result for the tax/exercise obligations.
• Such transactions are common when executives receive performance-based equity and do not necessarily indicate a change in sentiment; the net increase (about 21.9k shares) is the only actual incremental ownership from this event.