Walsh Richard Joe 4

What Happened
Richard Joe Walsh, EVP and General Counsel of Valero Energy (VLO), received equity awards on February 25, 2026 and had 3,463 shares withheld to cover tax liabilities. The filing shows two grant entries (each 8,800 shares) reported as awards at $0.00 (i.e., granted, not purchased). To satisfy tax withholding, 3,463 shares were disposed at $198.03 per share for a total tax payment of $685,761.

Key Details

• Transaction date(s): 2026-02-25 (reported on Form 4 filed 2026-02-27).
• Grants: two awards of 8,800 shares each reported as acquisitions at $0.00. One award is restricted common stock subject to time vesting (F1); the other is reported as a derivative/performance-based award (F3).
• Tax withholding: 3,463 shares surrendered/withheld at $198.03 per share = $685,761 (code F).
• Shares reported after the transactions: beneficial ownership reported as 100,195 shares (this amount does not include 19,019.259 shares indirectly held in a thrift plan) (F2).
• Filing timeliness: Filed two days after the transaction date; not indicated as late.

Context

• The awards include time-vested restricted stock and performance shares; performance shares vest annually in one-third increments beginning in 2027 and can pay out from 0% to 200% based on performance (F3).
• The 3,463-share disposition was a tax withholding/payment, a routine administrative step and not a market-sale signal about sentiment.