Form 4: Valero SVP Fisher Awarded Restricted Stock, Sells for Tax

Valero Energy's SVP Eric A. Fisher received restricted common stock and performance shares, while also selling shares to cover tax obligations.

Summary

• Eric A. Fisher, SVP of Valero Energy Corp/TX (VLO), was awarded 5,990 shares of restricted common stock on February 25, 2026, subject to time vesting.
• Fisher also disposed of 2,358 shares of common stock on February 25, 2026, at a price of $198.025 per share, to cover tax withholding obligations.
• Following these transactions, Fisher beneficially owns 50,553 shares of common stock directly.
• Additionally, Fisher was awarded 5,990 performance shares on February 25, 2026, which vest annually in one-third increments starting in 2027.
• These performance shares are payable in common stock, with amounts ranging from zero to 200 percent of the performance shares, based on a Performance Share Agreement.
• The reported beneficial ownership of 50,553 shares does not include 1,083.877 shares indirectly held by Fisher in a thrift plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting standard executive compensation practices with an award of equity, offset by a routine tax-related share disposition.

Positives

• SVP Eric A. Fisher was awarded 5,990 shares of restricted common stock, indicating ongoing compensation and alignment with company performance.
• Fisher also received 5,990 performance shares, which offer potential for additional equity compensation based on future performance metrics.

Negatives

• A disposition of 2,358 shares of common stock occurred to satisfy tax withholding requirements, which is a common but non-discretionary reduction in direct holdings.

Future Outlook

The performance shares awarded to Eric A. Fisher are set to vest annually in one-third increments beginning in 2027, with payouts in common stock ranging from zero to 200 percent based on the terms of a Performance Share Agreement.

Industry Context

StockSavvy.ai notes that executive compensation packages often include a mix of restricted stock and performance-based awards, aligning management incentives with long-term shareholder value. The disposition of shares for tax withholding is a standard practice following equity awards and does not typically reflect a discretionary sale or change in management's outlook on the company.

Comparison to Industry Standards

• The structure of executive compensation, including restricted stock and performance shares, is consistent with common practices in the energy sector, where companies like ExxonMobil and Chevron also utilize similar equity-based incentives to retain and motivate key executives.
• The tax-related disposition of shares is a routine event, comparable to similar transactions observed across publicly traded companies when equity awards vest or are exercised, ensuring compliance with tax obligations.

Stakeholder Impact

• Shareholders: The award of restricted stock and performance shares aligns executive incentives with shareholder interests, potentially fostering long-term value creation. The tax-related sale is a minor, non-discretionary event.

Next Steps

• Performance shares will begin vesting annually in one-third increments starting in 2027, with subsequent payouts in common stock based on performance.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation, including an equity award and a tax-related share disposition. Such transactions are standard and generally do not indicate a significant shift in company fundamentals or management's outlook, thus warranting a 'hold' recommendation for seasoned investors.

Keywords

Valero Energy, VLO, Insider Transaction, Form 4, Restricted Stock, Performance Shares, Executive Compensation, Stock Award, Tax Withholding