Fisher Eric A 4

Accession 0001628280-26-003270

CIK 0001035002other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:02 PM ET

Size

20.0 KB

Accession

0001628280-26-003270

AI-generated summary of this filing

Updated Jan 23, 2026

Valero (VLO) SVP Eric Fisher Exercises Awards; Shares Withheld

What Happened

Eric A. Fisher, Senior Vice President at Valero Energy (VLO), settled multiple performance-based awards on Jan 21, 2026. He received a series of shares (13,073 shares reported as acquired at $0.00) from those settlements and also reported several derivative conversions that were treated as dispositions (7,203 shares).
To cover tax and related obligations, 5,190 shares were surrendered (code F) at $190.33 per share for $987,813 and 3,941 shares were returned/disposed to the issuer (code D) at $190.33 per share for $750,091 — a combined value of about $1.74 million. The filings show the transactions were reported on Jan 23, 2026.

Key Details

Transaction date: January 21, 2026. Form 4 filed January 23, 2026 (timely).
Reported share receipts (no cash exercise price): 3,861; 262; 4,792; 4,158 (total 13,073).
Reported derivative dispositions (zero-price conversions): 2,066; 140; 2,290; 2,707 (total 7,203).
Shares surrendered/returned for taxes/costs to issuer: 5,190 shares ($987,813) + 3,941 shares ($750,091) = 9,131 shares (~$1.74M).
Shares beneficially owned after the transactions: 46,921 (does not include 1,083.877 shares in a thrift plan or 400 shares held via family trusts) — per filing footnote.
Footnotes indicate these were settlements of previously awarded performance shares paid out at above-target levels (some awards settled at 175%, 200% and 150% of target).

Context

These filings reflect settlement of performance awards and net share withholding/return to cover tax obligations — common after award payouts. The withheld/returned shares were not open-market sales but were surrendered to the issuer as part of tax/exercise-cost handling (a cashless/net settlement mechanism). This is routine for executive award settlements and does not by itself indicate a change in investment view.

Form 4

Period: 2026-01-21

SVP

Transactions

Exercise/Conversion
Common Stock
2026-01-21+3,861→ 46,840 total
Exercise/Conversion
Common Stock
2026-01-21+262→ 47,102 total
Exercise/Conversion
Common Stock
2026-01-21+4,792→ 51,894 total
Exercise/Conversion
Common Stock
2026-01-21+4,158→ 56,052 total
Tax Payment
Common Stock
2026-01-21$190.33/sh−5,190$987,813→ 50,862 total
Disposition to Issuer
Common Stock
[F1]
2026-01-21$190.33/sh−3,941$750,091→ 46,921 total
Exercise/Conversion
Performance Shares
[F2]
2026-01-21−2,066→ 0 total
Exercise: $0.00→ Common Stock (3,861 underlying)
Exercise/Conversion
Performance Shares
[F2]
2026-01-21−140→ 0 total
Exercise: $0.00→ Common Stock (262 underlying)
Exercise/Conversion
Performance Shares
[F3]
2026-01-21−2,290→ 2,290 total
Exercise: $0.00→ Common Stock (4,792 underlying)
Exercise/Conversion
Performance Shares
[F4]
2026-01-21−2,707→ 5,413 total
Exercise: $0.00→ Common Stock (4,158 underlying)

Footnotes (4)

[F1]The 46,921 amount does not include 1,083.877 shares indirectly held by the reporting person in a thrift plan or 400 shares indirectly held by the reporting person by family trusts.
[F2]Settlement of previously awarded performance shares at 175% of base pursuant to terms of a Performance Share Agreement.
[F3]Settlement of previously awarded performance shares at 200% of base pursuant to terms of a Performance Share Agreement.
[F4]Settlement of previously awarded performance shares at 150% of base pursuant to terms of a Performance Share Agreement.

Signature

/s/ Ethan A. Jones as Attorney-in-Fact for Eric A. Fisher|2026-01-23

1 file

VALERO ENERGY CORP/TX

CIK 0001035002

Entity typeother