VLO Valero Energy Corporation

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): January 30, 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. ☐

Item 8.01. Other Events.

On January 30, 2025, Valero Energy Corporation (together with its consolidated subsidiaries, “Valero” or the “Company”) announced the Company’s preliminary financial and operating results for the fourth quarter and year ended December 31, 2024.

Presented below are certain preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2024. The Company has not yet finalized its financial information as of or for the quarter and year ended December 31, 2024 and the actual results may vary from the preliminary results presented here as a result of the completion of the Company’s financial closing procedures or any adjustments that may result from the completion of management’s review of the Company’s consolidated financial statements.

The preliminary financial data included below has been prepared by, and is the responsibility of, the Company’s management. KPMG LLP has not audited, reviewed or performed any procedures with respect to the preliminary financial data. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The Company’s annual report on Form 10-K for the year ended December 31, 2024 will include the Company’s audited financial statements for the full year ended December 31, 2024, as well as management’s report on internal control over financial reporting and the Company’s auditors’ audit reports thereon. You should note that additional information on a number of matters will be included in the Company’s annual report on Form 10-K, such as a comprehensive statement of the Company’s financial condition and results of operations and footnote disclosures associated with the Company’s final year-end financial results, as well as management’s discussion and analysis of financial condition and results of operations.

The preliminary unaudited financial results are forward-looking statements and may differ materially from actual results. These estimates should not be viewed as a substitute for the Company’s full interim or annual financial statements prepared in accordance with United States generally accepted accounting principles. Accordingly, you should not place undue reliance on these preliminary unaudited results. The preliminary unaudited financial results should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s historical consolidated financial statements and the notes thereto in its annual report on Form 10-K for the year ended December 31, 2023 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024.

The tables below present highlights of the Company’s preliminary unaudited condensed consolidated financial results.

In December 2024, the IRS approved the Company’s application for registration as a producer of second-generation biofuels with respect to the cellulosic ethanol produced at the Company’s ethanol plants. As a result, “income tax expense (benefit)” for the three months and year ended December 31, 2024 includes a current income tax benefit of $79 million for the tax credit attributable to volumes of cellulosic ethanol produced and sold by the Company in the U.S. from 2020 through 2024.

Safe Harbor Statement

Statements contained in this Current Report on Form 8-K 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 of 1933 and the Securities Exchange Act of 1934. The forward-looking statements in this Current Report on Form 8-K include preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2024. Valero has not yet finalized its financial information as of or for the quarter and year ended December 31, 2024, and Valero’s actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including as a result of the completion of Valero’s financial closing procedures or any adjustments that may result from management’s review of Valero’s consolidated financial statements, and other factors outside of Valero’s control. For more information concerning factors that could cause actual results to differ from those expressed, suggested, or forecasted, see Valero’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.

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.