8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

VALERO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (210) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(d) On September 18, 2025, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 10 members and elected Robert L. Reymond as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Additionally, the Board appointed Mr. Reymond to serve on the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Reymond is expected to stand for re-election at the 2026 Annual Meeting.

Mr. Reymond is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 18, 2025. Mr. Reymond is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 18, 2025, to the anticipated date of the 2026 Annual Meeting. Accordingly, Valero granted Mr. Reymond a pro-rata equity grant of 924 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Reymond is also entitled to receive a pro-rata annual cash retainer in the amount of $97,500.

We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 19, 2025, announcing Mr. Reymond’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment or voting decision with respect to any security of Valero or any of its affiliates.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this Current Report on Form 8-K and the exhibit hereto include the expected timing of the 2026 Annual Meeting and expectations that Mr. Reymond will stand for re-election at the 2026 Annual Meeting. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in such forward-looking statements based on numerous factors, including those outside of Valero’s control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting Valero’s operations and financial performance or the demand for Valero’s products. These factors also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political or regulatory developments that are adverse to or restrict refining and marketing operations, or that impose taxes or penalties on profits, windfalls, or margins above a certain level, tariffs and their effects on trading relationships, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, and the adverse effects the foregoing may have on Valero’s business plan, strategy, operations and financial performance. When considering these forward-looking statements, you should also consider the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the United States Securities and Exchange Commission and available on our website at www.valero.com.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Valero Energy Corporation Elects Robert L. Reymond to Board of Directors

SAN ANTONIO, September 19, 2025 – Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that Robert L. Reymond has been elected as an independent director to Valero’s board of directors (the “Board”) and has joined the Board’s Nominating and Corporate Governance Committee, effective immediately.

Mr. Reymond most recently served as Chief Operating Officer of the Energy Group and as a member of the board of directors of Burns & McDonnell, Inc., a privately held full-service engineering, architecture, construction, environmental and consulting solutions firm. As Chief Operating Officer of Burns & McDonnell’s Energy Group, Mr. Reymond oversaw the firm’s oil, gas and chemicals and power businesses. He has extensive experience in managing complex engineering and construction projects across multiple segments of the energy industry, including refining, low-carbon fuels, midstream and logistics, chemicals, and power. Mr. Reymond also previously served in various other executive and senior management roles at Burns & McDonnell, where he led some of the firm’s largest and most complex energy projects and founded its nuclear business.

“We are very pleased to welcome Bob to our board. He brings a wealth of experience in refining and the broader energy industry and adds to the already deep expertise our board has in these areas” said Lane Riggs, Valero’s Chairman, Chief Executive Officer and President.

Mr. Reymond received his bachelor’s degree in mechanical engineering from the University of Missouri. He previously served as an officer in the United States Navy’s nuclear power program.

About Valero

Valero Energy Corporation, through its subsidiaries (collectively, Valero), is a multinational manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and sells its products primarily in the United States (U.S.), Canada, the United Kingdom (U.K.), Ireland and Latin America. Valero owns 15 petroleum refineries located in the U.S., Canada and the U.K. with a combined throughput capacity of approximately 3.2 million barrels per day. Valero is a joint venture member in Diamond Green Diesel Holdings LLC, which produces low-carbon fuels including renewable diesel and sustainable aviation fuel (SAF),

with a production capacity of approximately 1.2 billion gallons per year in the U.S. Gulf Coast region. See the annual report on Form 10-K for more information on SAF. Valero also owns 12 ethanol plants located in the U.S. Mid-Continent region with a combined production capacity of approximately 1.7 billion gallons per year. Valero manages its operations through its Refining, Renewable Diesel, and Ethanol segments. Please visit investorvalero.com for more information.

Valero Contacts

Investors:

Homer Bhullar, Vice President – Investor Relations and Finance, 210-345-1982

Eric Herbort, Director – Investor Relations and Finance, 210-345-3331

Gautam Srivastava, Director – Investor Relations, 210-345-3992

Media:

Lillian Riojas, Executive Director – Media Relations and Communications, 210-345-5002