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Energy · Oil Refining · NYSE

VLOValero Energy

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The 10-K against last year's

207 changes: 42 added, 27 removed, 136 reworded, 2 quiet changes

10-K Feb 25, 2026 vs Feb 26, 2025
Risk FactorsRedline ↓
40.9%
of the text changed · 9,703 words now
MD&ARedline ↓
23.3%
of the text changed · 10,950 words now
Legal ProceedingsRedline ↓
11.6%
of the text changed · 4,628 words now
Accounting PoliciesRedline ↓
11.6%
of the text changed · 4,628 words now

10-K 0001628280-26-011499 (2026-02-25) vs 10-K 0001035002-25-000005 (2025-02-26)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 341 words changed in this paragraph; it is 59% similar to last year's version.
We source our petroleum-based and low-carbon fuel feedstocks, as well as many other critical supplies, such as catalyst, chemicals, treating materials, and metal-based consumables consumables, from suppliers throughout the world. We are, therefore, subject to the legal, political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, different areas across the world, including global geopolitical and other conflicts and tensions (such as the Russia-Ukraine conflict and turmoil in the Middle East and other producing regions) that have impacted, and may continue to impact, trade flows and transportation costs. world. If one or more of our supply contracts were terminated, or if political legal, government, political, or other events developments (including global geopolitical and other conflicts and tensions) were to disrupt our traditional feedstock and other critical supplies, we believe that adequate alternative supplies would be available, but it is possible that we would be unable to find obtain adequate or optimal alternative sources of supply. supply, or would be able to do so only at unfavorable prices or costs. Our refineries and plants without access to waterborne deliveries or offtake must rely on rail, pipeline, or ground transportation and thus have been, and will likely continue to be, more susceptible to such risks. If we are unable to obtain adequate or optimal volumes, supplies, or are able to obtain such volumes do so only at increased unfavorable prices or costs, our business, financial condition, results of operations, and liquidity could be materially and adversely affected, including from reduced product sales volumes or volumes, curtailed production, lower product margins, and higher operating costs. The U.S. government and other governments can also prevent or restrict us from doing business in or with involving other countries. For example, U.S. sanctions targeting Russia, Iran, and Venezuela limit or ban the ability of most U.S. companies to engage in petroleum-related transactions involving these countries. U.S. and other government sanctions and actions by governments and private market participants parties to refrain from purchasing or transporting crude oil and petroleum-based products from particular countries (such as Russia and Iran) have impacted, and may continue to impact, trade flows, flows and our access to certain business opportunities in various countries. The U.S. federal government under opportunities. There is also ongoing uncertainty regarding the current presidential administration has also implemented and indicated the potential for new or revised tariffs, duties, sanctions, and other actions ultimate impacts of recent events involving Venezuela, including with respect to U.S. foreign trade and foreign trade, manufacturing, product margins, among others. Feedstock sourcing has also been the subject of scrutiny for certain crude oils we process, and investment, shifting legislative, regulatory, and some foreign governments have market sentiment regarding various sources of crude oil supply has previously resulted in turn implemented adverse consequences with respect to our refineries, such as the denial or indicated delay of permits to construct refinery projects that facilitate the potential for similar responses impacting U.S. goods and/or foreign operations and businesses dealings processing of U.S. companies. While there is currently a lack of certainty around the likelihood, timing, and details of many such actions, similar crude oil from particular sources. Similar events have may occur in the past had, future. Comparable scrutiny and could again have, an adverse effect on shifting sentiment have occurred with respect to certain feedstocks for our ability to obtain optimal or adequate volumes of feedstocks low-carbon fuels business as described in the paragraph below and other critical supplies at favorable prices and costs. in the cross-reference therein.

Source: Item 1A, 10-K 0001628280-26-011499 vs Item 1A, 10-K 0001035002-25-000005

MD&A 113 words changed in this paragraph; it is 61% similar to last year's version.
Our operations generated $6.7 $5.8 billion of cash in 2024. This cash, 2025. Also, we issued $650 million of 5.150 percent Senior Notes due February 15, 2030 during 2025, as described in Note 9 of Notes to Consolidated Financial Statements. The cash generated by our operations, along with cash on hand, the net proceeds from our debt issuance, was used to make $2.1 $1.9 billion of capital investments in our business and business, return $4.3 $4.0 billion to our stockholders through purchases of common stock for treasury and dividend payments. In addition, we reduced our outstanding debt during 2024 through the repayment of the $167 payments, and repay $440 million outstanding principal balance of our 1.200 percent Senior Notes public debt that matured in March 2024. 2025. As a result of this and other activity, activity during the year, our cash, cash equivalents, and restricted cash decreased increased by $595 $36 million during 2024 to $4.8 $4.9 billion as of December 31, 2024. 2025. We had $9.6 $9.8 billion in liquidity as of December 31, 2024. 2025. The components of our liquidity and descriptions of our cash flows, capital investments, and other matters impacting our liquidity and capital resources can be found under “LIQUIDITY AND CAPITAL RESOURCES” beginning on page 55.

Source: Item 7, 10-K 0001628280-26-011499 vs Item 7, 10-K 0001035002-25-000005

Accounting Policies 57 words changed in this paragraph; it is 46% similar to last year's version.
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve interim and annual disclosures about a public entity’s reportable segments primarily through improved disclosures about significant segment expenses and other segment related items. We adopted this ASU effective January 1, 2024 2025 on a retrospective basis and it did not affect our financial position or our results of operations, but did result in additional annual disclosures.

Source: Item 8, Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-011499 vs Item 8, Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001035002-25-000005

Legal Proceedings 57 words changed in this paragraph; it is 46% similar to last year's version.
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve interim and annual disclosures about a public entity’s reportable segments primarily through improved disclosures about significant segment expenses and other segment related items. We adopted this ASU effective January 1, 2024 2025 on a retrospective basis and it did not affect our financial position or our results of operations, but did result in additional annual disclosures.

Source: Item 3, via Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-011499 vs Item 3, via Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001035002-25-000005

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of VLO's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-26. Each links to the text at sec.gov.

All 207 Added 42Removed 27Reworded 136Quiet changes 2
RemovedRisk Factors
In recent years, a number of advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote climate-related and other sustainability-related initiatives through activities including public pressure, investment, engagement, and voting practices. These activities have included promoting the divestment of securities of fossil fuel companies, pressuring such companies to commit to future output reductions, to align with net-zero commitments, or to implement costly practices or technology to reduce GHG emissions, and pressuring lenders, insurers, investors, and other market participants to otherwise limit or curtail activities with or involving fossil fuel companies. As a result, we believe some parties have reduced or ceased lending to, investing in, or insuring fossil fuel companies. If these or similar efforts are continued or increased, it could negatively impact our operating costs and capital allocation decisions, as well as our ability to access capital markets, obtain new investment or financing, or to adequately insure our business and operations.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
These activities have also contributed to increasing societal, investor, and legislative focus and pressure on additional actions and disclosures related to, among others, climate-related matters, GHG emissions and reduction targets, business resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, alignment with third-party frameworks, human capital management, political activities, environmental justice, and racial equity audits. This has included more frequent attempts to effect business or governance changes through mechanisms such as stockholder proposals, vote-no campaigns, exempt proxy solicitations, and other public pressure. As a result, we have faced, and expect to continue

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
to face, increasing pressure regarding our efforts and disclosures with respect to GHG emissions reductions/displacements (including our methodologies and timelines with respect thereto) and other sustainability-related matters, including negative publicity, prescriptive stockholder requests, and demands for engagement thereon. Sentiment towards many environmental, social, and governance (ESG)-related practices has also become increasingly politically charged, and scrutiny and skepticism thereof and “anti-ESG” sentiment has caused, and could continue to cause, additional demands on companies.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Although the other joint venture member in DGD supplies some of DGD’s waste feedstock at competitive pricing, DGD must still secure a significant amount of its waste and renewable feedstock requirements from other sources. If DGD’s traditional feedstock supplies are disrupted, or become limited or only available on unfavorable terms, or if U.S. policies (such as recent IRS guidance regarding the 45Z tax credit under the IRA) disfavor foreign feedstock supplies making their use economically impracticable, DGD could be required to develop alternate sources of supply and increase its use of certain feedstocks that result in lower-margin products or curtail production. As the production of renewable diesel and other low-carbon fuels has increased, as well as the competition for feedstocks, DGD has increasingly been required to source a greater amount of its feedstocks from international sources, which intensifies its

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
exposure to political, geographic, regulatory, tax, and economic risks associated with international sourcing of supplies. Any such disruption to DGD’s feedstock supply could adversely impact its and our business, financial condition, results of operations, and liquidity.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Competitors that produce their own supply of feedstocks, own their own retail sites, operate in different regions, or have greater financial resources may have a competitive advantage.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Large capital and other strategic projects can take many years to complete, and the legal regulatory, and political environments or other market conditions may change or deteriorate over time.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
instances, this has resulted in, and could again result in, the cancellation or restructuring of projects and costs and charges related thereto.

Read it in 10-K 2025-02-26 at sec.gov ↗

Show the other 10
RemovedRisk Factors
Many government authorities across the world have imposed, and may impose in the future, laws, regulations, and policies designed to facilitate less petroleum-dependent modes of transportation (e.g., increases in fuel economy or efficiency standards, low-carbon fuel standards, restrictions and bans on vehicles using internal combustion engines, tariffs, duties, tax incentives, and EV subsidies), which could reduce demand for our petroleum-based products and/or all liquid transportation fuels. For example, CARB’s current Scoping Plan identifies strategies to reduce liquid petroleum consumption in California by 94 percent by 2045, and CARB has approved a series of related rulemakings discussed below. The European Union (EU), the U.K., Canada, and Quebec have each adopted what they refer to as “zero-emissions vehicle” mandates and other government authorities across the world, such as Mexico, Quebec,

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
and other U.S. states have also announced, adopted, or are considering, restrictions on the sale of new internal combustion engine vehicles, stricter tailpipe emissions standards, and/or limitations on or penalties on the use of certain petroleum-based products and biofuel feedstocks.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
The U.S. federal government under the previous presidential administration was also aggressive in the scope, magnitude, and number of actions it took for the stated purpose of addressing GHG emissions and other environmental matters, including efforts to limit or eliminate petroleum-dependent modes of transportation. For example, the previous administration utilized a “whole of government” approach to climate-related initiatives that sought to organize and deploy the full capacity of the U.S. federal government in novel and coordinated ways to limit or eliminate the use of most petroleum-based products. The previous administration also issued a number of related executive orders seeking to limit or eliminate petroleum-based fuels by imposing mandates of so-called 100 percent zero-emission vehicle acquisitions and setting ambitious decarbonization goals. These actions contributed to a number of U.S. federal rulemakings and other actions, as well as similar actions by U.S. state and local governments, that disfavor petroleum-dependent modes of transportation and in many cases ignore or downplay the full life cycle carbon footprint of EVs, and thereby seek to inappropriately advantage EVs over internal combustion engine vehicles. For example, the EPA issued its “Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse Gas Emission Standards,” revising the GHG emissions standards for light-duty vehicles for 2023 and later model years at a level that cannot be achieved by internal combustion engine vehicles through improvements in combustion efficiency. The National Highway Traffic Safety Administration (NHTSA) also similarly issued its “CAFE Standards for MY 2024-26 Passenger Cars and Light Trucks,” increasing the corporate average fuel economy and carbon dioxide standards for certain passenger cars and light-duty trucks such that automakers cannot demonstrate compliance without increasing the sales of EVs. Together, these federal regulations seek to significantly increase the market penetration of EVs and other alternative fuel vehicles and reduce U.S. gasoline consumption. The IRA also includes substantial subsidies to promote EVs and other alternative fuel vehicles. Additionally, in November 2023, the Federal Highway Administration finalized rules that require certain U.S. state departments of transportation and metropolitan planning organizations to establish declining tailpipe carbon dioxide emissions targets for motor vehicles. Moreover, in March 2024, the EPA announced new, more ambitious emissions standards for light-, medium-, and heavy-duty vehicles for model years 2027 to 2032 that the agency expects will drive a significant increase in the percentage of new vehicles sold in the U.S. to be EVs or other alternative fuel vehicles. In May 2024, the EPA published final rules intended to sharply reduce emissions of methane and other air pollution from oil and gas operations, and within such rules, the EPA nearly quadrupled its estimate of the “social cost” of carbon dioxide, a measure that is often used by certain U.S. federal agencies as part of their analyses of the costs and benefits of more stringent regulations on GHG emissions. In June 2024, NHTSA also issued final rules increasing both the fuel economy standard for passenger cars and light trucks for model years 2027 to 2031 and the fuel efficiency standards for heavy-duty pickup trucks and vans for model years 2030 to 2035.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
The current U.S. presidential administration has expressed a different approach with respect to U.S. climate, environmental, and energy policies and has revoked many of the previous administration’s executive orders and directives, and has indicated an intention to modify or eliminate many of the aforementioned laws and regulations, several of which are also currently being litigated, or may be subject to future legal challenges. However, the ultimate timing and outcome with respect to any modifications or eliminations of such laws and regulations, which would likely require action by the U.S. Congress or a federal agency or department, as well as pending or future litigation, are currently unknown and are subject to considerable uncertainty. It is also currently uncertain whether and to what extent any U.S. state and local governments will still pursue the prior administration’s agenda on such matters.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
Our results for the year ended December 31, 2024 were supported by stable worldwide demand for petroleum-based transportation fuels. In addition, our focus on reliable, low-cost operations favorably impacted our results despite a weaker margin environment in 2024.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
•Gasoline and diesel demand have exceeded pre-pandemic levels and are expected to follow typical seasonal patterns. Jet fuel demand continues to improve, outpacing gasoline and diesel demand growth, and is approaching pre-pandemic levels in the U.S.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
•Combined light product (gasoline, diesel, and jet fuel) inventories across the U.S. and Europe remain comparable to recent historical levels. Expected reductions in refining capacity in 2025 should support high utilization of refining capacity.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On February 7, 2025, we issued $650 million of 5.150 percent Senior Notes due February 15, 2030. Proceeds from this debt issuance totaled $649 million before deducting the underwriting discount and other debt issuance costs. The net proceeds from this debt issuance are expected to be used for general corporate purposes, including the repayment, repurchase, or redemption of our outstanding 3.65 percent Senior Notes due March 15, 2025 and 2.850 percent Senior Notes due April 15, 2025.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
year-to-year growth capital investments primarily reflects shifts in expected timing and costs of capital projects rather than a change in our capital allocation strategy.

Read it in 10-K 2025-02-26 at sec.gov ↗

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