Every material Form 8-K Valero Energy has filed with the SEC since February 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Valero Energy agreed to acquire LYB Houston Hub Holdings, which owns an approximately 700-acre facility next to Valero's Houston refinery, from a LyondellBasell subsidiary for $320.5 million, subject to closing adjustments. Valero expects to initially restart 165,000 barrels per day of light sweet crude processing capacity by year-end 2027, and the deal is expected to close by the end of 2026.
Purchase price is $320.5 million, subject to closing adjustments; agreement signed October 29, 2026
Closing depends on customary conditions, including expiration or termination of the Hart-Scott-Rodino antitrust waiting period
Valero expects to initially restart 165,000 barrels per day of light sweet crude capacity by year-end 2027
Company says the acquisition may later support investment in high-complexity, heavy sour crude processing
Valero Energy reported third-quarter 2026 net income attributable to stockholders of $6.8 billion, or $23.89 per share, up from $1.1 billion, or $3.53 per share, a year earlier. Refining operating income of $8.8 billion, up from $1.6 billion, drove the increase, and the company said it repaid $526 million of debt maturities and completed its St. Charles FCC Unit optimization project.
Q3 2026 net income attributable to stockholders was $6.8 billion, or $23.89 per share, versus $1.1 billion, or $3.53 per share, in Q3 2025
Refining operating income was $8.8 billion, compared with $1.6 billion a year earlier; Refining throughput averaged 3.0 million barrels per day
Q3 2026 revenues were $46.1 billion, compared with $32.2 billion in Q3 2025
Repaid $100 million of 7.65% Debentures matured in July and $426 million of 3.400% Senior Notes matured in September
Valero Energy's board increased its size to 11 members on September 17, 2026, and elected Matthew Audette as a director with a term ending at the 2027 annual meeting. Audette, who is President and CFO of LPL Financial Holdings, also joined the board's Audit Committee, and the board approved a $10,000 increase to both the cash retainer and equity grant components of director pay beginning in 2027. The filing covers a board appointment and does not report financial results or changes to operations.
Matt Audette elected to the board on September 17, 2026; board size increased to 11 members
Audette appointed to the Audit Committee, effective immediately
Audette received a pro-rata grant of 372 stock units and a pro-rata annual cash retainer of $101,667
Board approved a $10,000 increase to annual cash retainer and equity grant components beginning in 2027
Valero reported second-quarter 2026 net income attributable to stockholders of $3.7 billion, or $12.62 per share, up from $714 million, or $2.28 per share, a year earlier. Revenue rose to $44.5 billion from $29.9 billion, and the company returned $2.6 billion to stockholders, which matters to shareholders because it shows higher earnings and continued cash returns.
Q2 2026 operating income was $5.2 billion, compared with $997 million in Q2 2025; Refining operating income was $4.5 billion.
Renewable Diesel segment (Diamond Green Diesel joint venture) posted $717 million of operating income, compared with an operating loss of $79 million a year earlier.
Adjusted earnings per share were $12.54, and a regular quarterly dividend of $1.20 per share was declared on July 16, 2026.
Stockholder cash returns totaled $2.6 billion, and the St. Charles FCC Unit optimization project is still expected to begin operations in Q3 2026.
At its May 7, 2026 annual meeting, Valero stockholders re-elected all 10 director nominees, approved the advisory vote on 2025 executive compensation with 92.23% of votes cast for, and ratified KPMG LLP as auditor for 2026. Separately, Senior Vice President Eric A. Fisher told the company he intends to retire on or about July 1, 2026, as part of a succession plan.
Fisher, Senior Vice President Product Supply, Trading and Wholesale, plans to retire on or about July 1, 2026, and will help transition his duties internally.
Each re-elected director received more than 50% support; Deborah P. Majoras had the lowest, at 94.59% of votes cast.
Say-on-pay proposal received 92.23% for; KPMG ratification received 96.54% for.
Non-employee directors received stock unit awards valued at $200,000, vesting at the 2027 annual meeting with a one-year holding period.
Valero reported first-quarter 2026 net income attributable to stockholders of $1.3 billion, or $4.22 per share, compared with a net loss of $595 million, or $1.90 per share, a year earlier, when an asset impairment loss was recorded. Revenues rose to $32.4 billion from $30.3 billion, and stockholder cash returns totaled $938 million. The quarterly dividend was raised 6 percent to $1.20 per share.
Net income attributable to Valero stockholders was $1.263 billion, or $4.22 per share, versus a net loss of $595 million, or $1.90 per share, in Q1 2025.
Revenues were $32.4 billion, up from $30.3 billion in Q1 2025.
Refining operating income was $1.8 billion, compared with an operating loss of $530 million in Q1 2025, which included a $1.131 billion asset impairment loss.
The quarterly cash dividend rose from $1.13 to $1.20 per share on January 22, 2026; Valero issued $850 million of 5.150% Senior Notes due 2036 on March 10, 2026.
On March 5, 2026, Valero Energy entered into an underwriting agreement to issue $850 million of 5.150% Senior Notes due 2036, with closing expected on March 10, 2026. The notes are issued under a 2015 indenture with U.S. Bank Trust Company, National Association, as trustee, and the offering was made under the company's Form S-3 registration statement and a March 5, 2026 prospectus supplement. The filing is a routine debt financing and does not state how the proceeds will be used.
Principal amount of $850 million of 5.150% Senior Notes due 2036
Underwriting agreement dated March 5, 2026, with SMBC Nikko Securities America, Citigroup Global Markets, MUFG Securities Americas and Wells Fargo Securities as representatives
Valero reported fourth-quarter 2025 net income attributable to stockholders of $1.1 billion, or $3.73 per share, up from $281 million, or $0.88 per share, a year earlier. For the full year, net income fell to $2.3 billion, or $7.57 per share, from $2.8 billion, or $8.58 per share, in 2024. The company also raised its quarterly dividend by 6 percent to $1.20 per share.
Q4 2025 adjusted net income was $1.2 billion, or $3.82 per share, versus $207 million, or $0.64 per share, in Q4 2024.
Q4 2025 revenues were $30.4 billion, compared with $30.8 billion in Q4 2024.
Full-year 2025 adjusted net income was $3.3 billion, or $10.61 per share, versus $2.7 billion, or $8.48 per share, in 2024.
Stockholder cash returns totaled $1.4 billion in Q4 2025 and $4.0 billion for the year; the dividend increase took effect after the January 22, 2026 announcement.
Valero Energy's board appointed Homer Bhullar, its Vice President of Investor Relations and Finance, as Senior Vice President and Chief Financial Officer effective January 1, 2026. Jason Fraser, the current CFO, is retiring at the close of business on December 31, 2025, and will leave the company as an employee in the first quarter of 2026. The filing reports no change to financial results, but a CFO transition is a significant leadership change for shareholders to track.
Homer Bhullar, age 44, succeeds Jason Fraser as CFO effective January 1, 2026, and becomes principal financial and accounting officer
Jason Fraser's retirement as CFO takes effect at the close of business on December 31, 2025; he leaves as an employee in Q1 2026
Bhullar's base salary rises from $500,000 to $770,000, with bonus target at 85% of base (from 75%) and long-term incentive target at 350% of base (from 220%), effective January 1, 2026
Valero reported third-quarter 2025 net income attributable to stockholders of $1.1 billion, or $3.53 per share, compared with $364 million, or $1.14 per share, a year earlier. Revenues were $32.2 billion, down from $32.9 billion, while the company returned $1.3 billion to stockholders through dividends and buybacks.
Net income attributable to Valero stockholders: $1.1 billion ($3.53 per share) vs. $364 million ($1.14 per share) in Q3 2024
Adjusted net income: $1.1 billion ($3.66 per share) vs. $371 million ($1.16 per share)
Refining operating income was $1.6 billion vs. $565 million; Renewable Diesel posted a $28 million operating loss vs. $35 million of income
Returned $1.3 billion to stockholders, including $931 million for buybacks of about 5.7 million shares
Valero amended and restated its existing revolving credit agreement, extending the maturity from November 22, 2027 to October 16, 2030. The facility provides up to $4 billion of revolving credit, with a $2.4 billion letter of credit subfacility and an option to increase commitments by $1.5 billion to $5.5 billion total. The filing describes the change as a longer-dated source of liquidity for general corporate purposes, and does not report any drawn amount or new financial results.
Maturity extended from November 22, 2027 to October 16, 2030
Aggregate principal of up to $4 billion, with a $2.4 billion letter of credit subfacility
Commitments can be increased by up to $1.5 billion, for a total of $5.5 billion
Borrowings priced at Term SOFR plus 0.9% to 1.5%, or base rate plus 0.0% to 0.5%, based on credit ratings
Valero Energy's board increased its size to 10 members and elected Robert L. Reymond as a director on September 18, 2025, with a term running to the 2026 annual meeting. Reymond also joined the Nominating and Corporate Governance Committee, and he will receive pro-rata director compensation, including a $97,500 cash retainer and 924 stock units. The filing describes a board appointment and does not report any financial results.
Board elected Robert L. Reymond on September 18, 2025; the board expanded to 10 members
Reymond was appointed to the Nominating and Corporate Governance Committee, effective immediately
Pro-rata compensation includes a $97,500 annual cash retainer and a grant of 924 stock units vesting on the first anniversary of the grant
Reymond most recently served as Chief Operating Officer of the Energy Group at Burns & McDonnell
Valero reported second-quarter 2025 net income attributable to stockholders of $714 million, or $2.28 per share, down from $880 million, or $2.71 per share, a year earlier, on revenue of $29.9 billion versus $34.5 billion. The renewable diesel segment swung to an operating loss, which weighed on results even as refining operating income rose, and the company declared a $1.13 quarterly dividend and returned $695 million to stockholders.
Net income attributable to stockholders was $714 million, or $2.28 per share, versus $880 million, or $2.71 per share, in Q2 2024.
Refining operating income was $1.3 billion, up from $1.2 billion a year earlier.
Renewable Diesel posted an operating loss of $79 million, compared with operating income of $112 million in Q2 2024.
Valero returned $695 million to stockholders, including $354 million in dividends, and declared a quarterly dividend of $1.13 per share payable September 2, 2025.
At its 2025 annual meeting on May 6, 2025, Valero stockholders re-elected all nine director nominees, approved the advisory vote on 2024 executive pay, and ratified KPMG LLP as auditor for 2025. Director Robert A. Profusek retired from the board effective May 6, 2025 under the company's retirement policy.
Each director nominee received more than 50% of votes cast; the lowest support was 92.82% for Deborah P. Majoras and the highest was 99.25% for Marie A. Ffolkes.
Advisory vote on 2024 named executive officer compensation was approved with 74.78% of votes for, compared with 60,721,523 votes against.
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 96.03% for.
Non-employee directors re-elected at the meeting received stock unit awards valued at $200,000, vesting at the 2026 annual meeting.
Valero Energy reported a first-quarter 2025 net loss attributable to stockholders of $595 million, or $1.90 per share, compared with net income of $1.2 billion, or $3.75 per share, a year earlier. The loss reflects a pre-tax $1.1 billion asset impairment tied to its West Coast assets; excluding that charge, adjusted net income was $282 million, or $0.89 per share, down from $1.3 billion, or $3.84 per share.
Net loss of $595 million, or $1.90 per share, versus net income of $1.2 billion, or $3.75 per share, in Q1 2024
Adjusted net income of $282 million, or $0.89 per share, versus $1.3 billion, or $3.84 per share, in Q1 2024
Pre-tax asset impairment loss of $1.1 billion related to West Coast assets, or $877 million after tax
Revenues of $30.3 billion versus $31.8 billion, and $633 million returned to stockholders through dividends and buybacks
Valero said its subsidiary has notified California regulators it intends to idle, restructure, or cease operations at the Benicia Refinery by the end of April 2026. Valero also recorded a combined pre-tax impairment charge of $1.1 billion on the Benicia and Wilmington refineries, which it expects to exclude from first quarter 2025 adjusted earnings.
Benicia Refinery: intent to idle, restructure, or cease refining operations by end of April 2026
Combined pre-tax impairment charge of $1.1 billion for Benicia and Wilmington refineries, as of March 31, 2025
Included in the charge: expected asset retirement obligations of $337 million
Valero continues to evaluate strategic alternatives for its remaining California operations
Valero Energy entered into an underwriting agreement on February 4, 2025, to issue $650 million of 5.150% senior notes due 2030 under a registered shelf. The sale is expected to close on February 7, 2025. The filing adds debt to the company's balance sheet, but it does not disclose how the proceeds will be used.
Principal amount: $650 million of 5.150% senior notes due 2030
Underwriters include Citigroup, BofA Securities, J.P. Morgan and Mizuho Securities as representatives
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