Walsh Richard Joe 4

What Happened
Richard J. Walsh, EVP & General Counsel of Valero Energy (VLO), settled a set of performance-based equity awards on Jan 21, 2026. Multiple award tranches were converted into 14,941 newly issued shares (reported as exercises/conversions at $0.00). As part of the settlement, 5,923 shares were surrendered to cover tax liabilities (payment of tax liability at $190.33/share = $1,127,325) and 4,507 shares were disposed to the issuer at $190.33/share (proceeds = $857,817). The filing also reports additional derivative share conversions of 8,313 shares that were immediately delivered/used in the settlement process (reported at $0.00).

Key Details

• Transaction date: 2026-01-21; Form 4 filed 2026-01-23 (timely).
• Prices reported: converted/awarded shares shown at $0.00; tax withholding and issuer disposition at $190.33/share.
• Cash/values: tax withholding $1,127,325; disposition to issuer $857,817; combined ≈ $1,985,142.
• Shares owned after transaction: 94,858 reported (plus 19,014.339 shares indirectly held in a thrift plan per footnote).
• Footnotes: settlements reflect performance-share payouts at varying levels (150% / 175% / 200% of base per awards). Transaction codes: M = exercise/conversion of derivative, F = payment of tax liability, D = disposition to issuer.

Context
This was a settlement of performance-based equity awards (not an open-market purchase). Some awarded shares were withheld or returned to the company to satisfy tax obligations and issuer payments — a common, routine outcome when restricted/performance shares vest. The filing is informational and does not by itself indicate personal bullish or bearish intent.