Simmons Gary K. 4

What Happened

• Gary K. Simmons, EVP & COO of Valero Energy (VLO), had previously awarded performance-based shares settle on Jan 21, 2026 and converted/exercised multiple lots of derivatives/performance awards. The filing shows 27,546 shares acquired via conversion/exercise (reported at $0 exercise price) and a series of dispositions including 10,882 shares withheld/used to cover tax liability (reported value $2,071,171) and 8,330 shares surrendered/disposed to the issuer (reported value $1,585,449). Additional converted lots of 15,215 shares were reported as derivative dispositions with $0 cash reported. Combined reported dispositions to satisfy tax and issuer obligations equal approximately $3,656,620.
• This activity reflects award settlement and net-share withholding/surrender rather than an open-market purchase; such tax/settlement-driven sales are often routine.

Key Details

• Transaction date: 2026-01-21; Form 4 filed 2026-01-23 (appears timely within SEC reporting window).
• Prices/values shown: tax withholding 10,882 shares @ $190.33 = $2,071,171; disposition to issuer 8,330 shares @ $190.33 = $1,585,449. Other exercised/conversion items reported at $0 for derivative accounting.
• Shares owned after the transactions: 227,057 reported (does not include 13,122.018 shares indirectly held in a thrift plan per footnote).
• Footnotes: settlements reflect performance-share payouts above base — reported at 175%, 200% and 150% of base under Performance Share Agreements (F2, F3, F4). Tax withholding and shares surrendered to issuer are noted (F).
• No indication in the filing that this was a 10% owner transaction; treatment appears to be award settlement and withholding rather than a discretionary open-market sale.

Context

• These entries represent conversion/settlement of performance awards and net-share withholding/surrender to meet tax obligations and issuer requirements (i.e., a cashless/net settlement), not a voluntary open-market buy or sell driven by a trading decision.
• For retail investors: award settlements and tax-withholding dispositions are common for executives receiving equity compensation and do not necessarily signal a change in the insider’s view of the company.