Simmons Gary K. 4

What Happened
Gary K. Simmons, EVP & COO of Valero Energy (VLO), received awards of company stock and had shares withheld to satisfy tax obligations. On Feb 25, 2026 he was granted two awards of 13,320 shares each (acquired at $0.00). On the same date 5,242 shares were surrendered/disposed at $198.03 per share to cover taxes, totaling $1,038,047. The awards include restricted stock and performance-based/derivative awards.

Key Details

• Transaction date: 2026-02-25; Form 4 filed 2026-02-27 (filed two days after the transactions).
• Grants: two awards of 13,320 shares each (price $0.00) — one is restricted stock subject to time vesting (F1), the other is a derivative/performance-based award.
• Tax withholding/disposition: 5,242 shares disposed at $198.03/share, proceeds equivalent $1,038,047 (code F indicates tax withholding).
• Shares owned after transaction: reported beneficial ownership 234,367 shares (this excludes 13,122.018 shares indirectly held in a thrift plan per footnote F2).
• Performance award terms: performance shares vest annually in one-third increments beginning in 2027 and pay out in shares from 0%–200% of target (F3).

Context

• The grants are awards (not open-market purchases) and one is time-vested restricted stock; the derivative award is performance-based and will vest/settle later per the performance agreement.
• The 5,242-share disposition was a tax-withholding action (common when restricted/awarded shares vest), not an open-market sale that necessarily signals a change in insider sentiment.