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VLOValero Energy

Energy · Oil Refining · NYSE
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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
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.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
and other countries. In turn, the demand for and consumption of our products, and also our revenues, margins, growth prospects, and capital allocation decisions have been and could again be negatively impacted.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
Our operations depend on the reliable supply of natural gas, electricity, and water. We consume significant amounts of natural gas, electricity, and water to operate our refineries and plants, and the prices thereof can have a measurable effect on the total cost of our operations. Volatility in the prices for natural gas and electricity, in particular, is an ongoing risk to such costs. We also purchase other commodities whose prices may vary depending on the prices of natural gas, electricity, and water. The availability and prices of natural gas, electricity, and water have been, and could continue to be, affected by numerous events, such as (as applicable) government regulations or actions (including sanctions); rationing and curtailment; rate increases; weather (e.g., droughts, hurricanes, and periods of extreme heat or cold); logistics interruptions; electric grid outages; cybersecurity incidents; intermittent electricity generation (particularly from wind and solar); hostilities; terrorism; protests; human error; population and industry growth; infrastructure or supply mismanagement; and supply and demand imbalances.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
expected to result in, additional capital expenditures and/or ongoing costs. We could experience additional water supply challenges in the future.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
The U.S. federal government under the current administration has also implemented and indicated the potential for new or revised tariffs, duties, sanctions, and other actions with respect to U.S. and foreign trade, manufacturing, and investment, and some foreign governments have in turn implemented or indicated the potential for similar responses impacting U.S. goods and/or foreign operations and business dealings of U.S. companies. While there continues to be a lack of certainty around the ongoing likelihood, timing, and details with respect to the continuation or future invalidation, expansion, revision, or implementation of such actions, as well as the impact of litigation and consequent court orders, such actions have in certain instances had, and could again have, an adverse effect on our ability to obtain optimal or adequate volumes of feedstocks and other critical supplies at favorable prices and costs. Our Refining and Ethanol segments have not been significantly impacted to date by recent U.S. tariffs and foreign duties. However, DGD’s foreign feedstock supplies have recently been impacted, and could continue to be impacted, by U.S. tariffs, as well as by many of the other developments discussed in “We are subject to risks arising from the Renewable and Low-Carbon Fuel Programs, and other regulations, policies, international certifications, and standards impacting low-carbon fuels.” The impacts thereof have been compounded by the fact that U.S.-produced renewable diesel and SAF have recently been subject to duties in several foreign jurisdictions, while similar duties have not been broadly applied to

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
imports into the U.S. of foreign renewable diesel and SAF (as finished products), nor have foreign jurisdictions broadly levied tariffs similar to the U.S. on feedstocks that foreign renewable diesel and SAF producers may import and use to produce such products outside the U.S. These events have at times made DGD’s use of certain feedstocks (particularly foreign feedstocks) economically impractical, and resulted in reduced margins, curtailed production, and potentially reduced access to certain product markets due to competitive cost disadvantages, which have had, and could continue to have, an adverse impact on its and our business, financial condition, results of operations, and liquidity.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
it could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Although we actively seek to manage these risks, we have experienced some of these events in the past and could experience additional events in the future.

Read it in 10-K 2026-02-25 at sec.gov ↗

Show the other 60
AddedRisk Factors
We also regularly assess our facilities and operations in light of market dynamics and the regulatory environment and have taken, and may in the future take, strategic actions to optimize our portfolio of assets, including those described in Note 2 of Notes to Consolidated Financial Statements with respect to our operations in California. While we expect overall positive results from these strategic actions, there is no assurance that the anticipated benefits will materialize or continue. Unforeseen delays, costs, negative publicity, litigation, enforcement, and other difficulties may arise, including in adapting our other operations and fulfilling our contractual obligations, that negatively impact the actual results and execution of such strategic actions compared to our expectations. Such events could result in changes in our financial and accounting estimates and assumptions and adversely affect our business, financial condition, results of operations, and liquidity.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
In recent years, a number of climate- and other sustainability-related advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote various climate- and other sustainability-related disclosure frameworks, actions, and initiatives. As a result, we have faced, and may continue to face, pressure regarding our efforts and disclosures related to such matters (e.g., GHG emissions reductions/displacements and our methodologies and timelines with respect thereto), including through requests by potential counterparties for certain written declarations or representations, negative publicity, special-interest driven stockholder requests and voting, prescriptive proxy advisory firm and scoring agency expectations and policies, and demands for engagement.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
Certain government authorities across the world have, in recent years, imposed, announced, or considered various laws, regulations, policies, and actions designed to facilitate less petroleum-dependent modes of transportation, which could reduce demand for our petroleum-based products and/or all liquid transportation fuels. Such laws, regulations, policies, and actions have in certain instances included increases in fuel economy or efficiency standards; stricter tailpipe emissions standards; low-carbon fuel standards; restrictions and bans on vehicles using internal combustion engines; limitations on using certain petroleum-based products and biofuel feedstocks; and tariffs, duties, and incentives. Under the current administration in the U.S., a number of legal, regulatory, and political actions have been taken or proposed that have resulted in, or may result in, many of these laws, regulations, policies, and actions being modified, rescinded, invalidated, revoked, or eliminated, and others have been delayed or relaxed across the world. However, the ultimate timing and outcome of many such actions are currently unknown and are subject to uncertainty due to pending or future legal, regulatory, and political actions.

Read it in 10-K 2026-02-25 at sec.gov ↗

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 ↗

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 ↗

RewordedRisk Factors
We have operations, operations and business activities, including marketing activities, outside of the U.S., particularly in Canada, the U.K., Ireland, Mexico, and Peru, and are subject to disruptions and developments in or otherwise affecting any of these markets, including due to actual or alleged violations of law; laws or regulations (such as anti-bribery, anti-corruption, anti-money laundering, and foreign corrupt practices violations); expropriation or impoundment of assets; failure of foreign governments and state-owned entities to honor their contracts; differential treatment or goals of state-owned entities; property disputes; economic or political instability; currency exchange rates, including the value of the Canadian dollar, the pound sterling, the euro, the Mexican peso, and the Peruvian sol relative to the U.S. dollar; rates; restrictions on the transfer of funds; duties tariffs, duties, and tariffs; sanctions; fees; taxes or penalties; transportation delays; import and export controls; price controls; labor unrest; security issues; government decisions, decisions (including designations with respect to terrorist organizations), orders, mandates, investigations, regulations, and issuances or revocations of permits and authorizations; the effects of military conflicts; global geopolitical and other conflicts and tensions; changing regulatory, judicial, and political environments, including environments (such as recent changes in Mexico’s federal judiciary, hydrocarbon laws and regulations, and procedures for challenging tax authority rulings); developments with respect to policies, standards, and incentives impacting low-carbon fuels; and other developments impacting foreign trade and related matters. matters (including any de-globalized supply chains or the diversification of historic trade patterns).

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our low-carbon fuels businesses could be materially and adversely affected if (i) such regulations, policies, and standards are adversely changed or interpreted, unavailable, or discontinued, including due to adverse changes in the perception of low-carbon fuels, (ii) any of our perceptions or sentiments regarding low-carbon fuels products, or the feedstocks used in their production, do not comply therewith, or would result in reduced benefits or incentives thereunder, or (iii) we are unable to satisfy or maintain the conditions of any approved pathways or certifications thereunder, or under voluntary certifications. produce them (e.g., “food vs. fuel” and concerns regarding international supply chains perceived as vulnerable to fraud);

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Emissions Trading Scheme, the Renewable and Low-Carbon Fuel Programs, the South Coast Air Quality Management District’s Rule 1109.1 – Emissions of Oxides of Nitrogen from Petroleum Refineries and Related Operations, CARB’s Control Measure for Ocean-Going Vessels At Berth Rule and its Airborne Toxic Control Measure for Commercial Harbor Craft, Craft; reductions in the National Ambient Air Quality Standards, Standards; bans or restrictions on certain chemicals, feedstocks, products, or processes (such as hydrofluoric acid alkylation), alkylation); and other laws related to climate, and regulations concerning climate- and environmental-related matters (including GHG emissions, or environmental, health, or emissions), as well as health- and safety-related matters (such as industrial safety matters, ordinances), have in certain instances resulted in, and are expected to continue to result in, increased costs and capital expenditures that impact our ability to effectively and profitably operate and maintain our facilities.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Prices for RINs, LCFS We cannot predict the future prices of such credits, and other credits are dependent which depend upon a variety of numerous factors, including, as applicable, including (as applicable) EPA and U.S. state regulations, regulations of regulations; other countries U.S. and jurisdictions, foreign laws and regulations; the events discussed above with respect to DGD’s foreign feedstock supplies; the availability of RINs, LCFS credits, and other such credits for purchase, purchase; transportation fuel production levels (which can vary significantly each quarter), quarter); approved CI pathways, pathways; and CI scores.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
These in turn depend on, among other things, global and regional production levels levels, or capacities of suppliers and competitors, competitors; operational costs and flexibility (including natural gas gas, electricity, and electricity water availability and costs, costs); transportation and logistics availability and costs; proximity and access to product and feedstock supplies and markets; economic activity and growth levels (or the lack thereof), U.S. and foreign relations, political affairs, government regulations, and the events described in many of the other risk factors below. levels;

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
If the ability of the logistics assets used to transport our feedstocks or products is disrupted, or there are increased prices or costs with respect thereto, whether because of labor issues, issues; weather events, events; dock availability, or port availability; water levels of key waterways for trade, trade; pipeline, rail, trucking, or maritime disruptions, disruptions; cybersecurity incidents, accidents, derailments, collisions, fires, explosions, incidents; accidents; derailments; collisions; fires; explosions; natural catastrophes, spills, catastrophes; spills; public health crises, terrorism, hostilities, crises; terrorism; hostilities; rate increases, increases; or other government or third-party actions (including protests and human error), it could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
If an insufficient number of RINs, LCFS credits, or other credits are available for purchase (or available only at increased unfavorable prices), or if we are otherwise unable to meet our obligations under the Renewable and Low-Carbon Fuel Programs (for example, if there were to be demand destruction for gasoline, diesel, and renewable fuels resulting from displacement of internal combustion engine vehicles with EVs that results in production falling short of established RVOs, an acceleration of the “blendwall,” or other significant deviations from projected volumes), Programs, our business, financial condition, results of operations, and liquidity could be adversely affected.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our low-carbon fuels businesses could be materially and adversely affected if (i) such regulations, policies, and standards are adversely changed or interpreted, unavailable, or discontinued, including due to adverse changes in the perception of low-carbon fuels, (ii) any of our low-carbon fuels products, or the feedstocks used in their production, do not comply therewith, or would result in reduced benefits or incentives thereunder, or (iii) we or an entity in our supply chain are unable to satisfy or maintain the conditions of any approved pathways or certifications thereunder, or under voluntary certifications.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Any actual or perceived failure by us to achieve our publicly disclosed targets or long-term ambition with respect to GHG emissions reductions/displacements within the timelines we have announced, or at all, or our disclosures and actions on such matters, including a revision thereof or to our other sustainability-related disclosures, thereto, could cause reputational and commercial harm, and expose us to litigation or regulatory enforcement, among other negative impacts.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our cost The prices we pay to acquire feedstocks and the price market prices at which we can ultimately sell our products depend upon several factors beyond our control, factors, including global and regional supplies, inventory levels, and availability of and demand for feedstocks (such as crude oil, waste and renewable feedstocks, and corn), liquid transportation fuels (such as gasoline, diesel, renewable diesel, SAF, and ethanol), fuels, and other products.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Certain employees at five of our U.S. refineries, as well as at each of our Canada and U.K. refineries refineries, and our terminal in Montreal, are covered by collective bargaining or similar agreements, which generally have unique and independent expiration dates, and workers at any of our facilities that are not currently represented by a union could vote for such representation in the future. dates.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Such enforcement and investigative actions, as well as threats thereof, have resulted in, and are expected to could continue to result in, increased costs, expenses, and negative publicity.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Our results for the year ended December 31, 2025 were supported by strong worldwide demand for petroleum-based transportation fuels, while worldwide supply of those products remained constrained. However, our results were also impacted by the asset impairment loss of $1.1 billion ($877 million after taxes) associated with our operations in California, as described in Note 2 of Notes to Consolidated Financial Statements.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Our results, particularly for our Renewable Diesel segment, were also negatively impacted by trade and other policy changes during 2025. For instance, the U.S. federal government implemented new or revised tariffs, duties, and other actions with respect to U.S. and foreign trade, manufacturing, and investment that impacted our business operations during 2025. Although energy commodities, including crude oil and refined petroleum products, are generally exempt from the recently effective U.S. tariffs, our Renewable Diesel segment was subject to new tariffs on renewable feedstocks imported into the U.S. These tariffs have at times made the use of certain feedstocks, particularly foreign-sourced feedstocks, economically impractical and resulted in reduced margins. We have taken actions to mitigate the impact of tariffs and duties on our business, including utilizing established free-trade zones, adjusting our feedstock slates, and optimizing our supply chain. Also, a significant portion of the new tariffs and existing duties we incurred are eligible for recovery through duty drawback claims, and we have implemented processes that allow us to file such claims in an efficient and timely manner.

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AddedMD&A
In addition, effective January 1, 2025, the blender’s tax credit, which offered a tax incentive of $1.00 per gallon to blenders of certain renewable fuels, was replaced by the clean fuel production credit. The clean fuel production credit is a tax credit available for qualifying sales of certain low-carbon transportation fuels produced in the U.S. and the value of the credit is dependent on the CI of the fuel, among other factors. The transition to the clean fuel production credit has resulted in fewer volumes being eligible for a tax credit as well as lower credit values for fuels that were previously incentivized under the blender’s tax credit, which had a negative impact on our Renewable Diesel segment margins.

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AddedMD&A
For a discussion on the risks and uncertainties with respect to trade and other policy matters discussed above, see “ITEM 1A. RISK FACTORS—BUSINESS, INDUSTRY, AND OPERATIONS RISKS—The availability and prices of our feedstocks and other critical supplies expose us to risks.”

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AddedMD&A
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 57.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
•Global demand for gasoline, diesel, and jet fuel continues to rise, with growth in demand for jet fuel outpacing growth of other primary petroleum-based transportation fuels. In addition, colder temperatures across the North Atlantic and moderation in biofuel consumption growth are expected to support petroleum-based diesel demand.

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AddedMD&A
•Expected reductions in refining capacity in the U.S. and Europe, unplanned outages at Russian refineries due to the Russia-Ukraine conflict, and a prolonged ramp-up of new capacity in emerging markets continue to support utilization of remaining global refining capacity.

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AddedMD&A
Net income attributable to noncontrolling interests decreased by $338 million in 2025 compared to 2024 primarily due to lower earnings associated with DGD, whose operations compose our Renewable Diesel segment. See Note 12 of Notes to Consolidated Financial Statements regarding our accounting for DGD and the Renewable Diesel segment analysis beginning on page 51.

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AddedMD&A
•Refining segment depreciation and amortization expense increased by $363 million primarily due to incremental depreciation expense of approximately $300 million related to our plan to idle the processing units and cease refining operations at our Benicia Refinery by the end of April 2026, as described in Note 2 of Notes to Consolidated Financial Statements.

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AddedMD&A
◦An increase in the cost of the feedstocks processed during the period had an unfavorable impact of approximately $940 million. During 2025, we became subject to newly imposed tariffs on certain foreign-sourced renewable feedstocks, resulting in higher costs for those feedstocks. Furthermore, these tariffs resulted in increased demand for qualifying domestic feedstocks and, consequently, higher market prices for domestic-sourced feedstocks. See “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” beginning on page 43 for additional discussion.

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AddedMD&A
◦A decline in the value of tax incentives for low-carbon fuels had an unfavorable impact of approximately $675 million. Effective January 1, 2025, the blender’s tax credit was replaced by the clean fuel production credit. This transition resulted in a reduction in the volumes of fuel eligible for a tax credit, as well as lower credit values for certain fuels that were previously incentivized under the blender’s tax credit regime. See “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” beginning on page 43 for additional discussion.

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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.

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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.

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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.

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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 ↗

RewordedMD&A
Cost of materials and other 112,538 3,944 3,558 (3,524) 116,516 (a) 96,080 4,178 3,913 (3,075) 101,096 Taxes other than income taxes (b) 6,720 — — — 6,720 Operating expenses (excluding depreciation and 4,946 350 536 5,426 308 611 (1) 5,831 6,344 amortization expense reflected below) (c) Depreciation and amortization expense 2,391 265 77 (4) 2,729 2,754 267 79 (5) 3,095 Total cost of sales 119,875 4,559 4,171 (3,529) 125,076 110,980 4,753 4,603 (3,081) 117,255 Asset impairment loss (d) 1,131 — — — 1,131 Other operating expenses 17 15 — 27 — 44 — 15 General and administrative expenses (excluding — — — 961 961 1,042 1,042 depreciation and amortization expense reflected below) Depreciation and amortization expense — — — 45 45 63 63 Operating income (loss) by segment $ 3,971 4,040 $ 507 (156) $ 288 374 $ (1,011) 3,755 (1,077) 3,181 Other income, net 499 380 Interest and debt expense, net of capitalized (556) interest Income before income tax expense 3,698 3,005 Income tax expense (a) 692 759 Net income 3,006 2,246 Less:

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Cost of materials and other 117,401 5,550 4,395 (4,259) 123,087 106,638 3,944 3,558 (3,524) 110,616 Taxes other than income taxes (b) 5,900 — — — 5,900 Operating expenses (excluding depreciation and 5,208 358 515 8 6,089 4,946 350 536 (1) 5,831 amortization expense reflected below) Depreciation and amortization expense 2,351 231 80 2,391 265 77 (4) 2,658 2,729 Total cost of sales 124,960 6,139 4,990 (4,255) 131,834 119,875 4,559 4,171 (3,529) 125,076 Other operating expenses 17 — 16 27 — 33 44 General and administrative expenses (excluding — — — 998 998 961 961 depreciation and amortization expense reflected below) Depreciation and amortization expense — — — 43 43 45 45 Operating income by segment $ 11,511 3,971 $ 852 507 $ 553 288 $ (1,058) 11,858 (1,011) 3,755 Other income, net 502 499 Interest and debt expense, net of capitalized (592) (556) interest Income before income tax expense 11,768 3,698 Income tax expense 2,619 (e) 692 Net income 9,149 3,006 Less:

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Refining segment adjusted operating income decreased increased by $7.5 $1.3 billion primarily due to lower gasoline and higher gasoline, distillate (primarily diesel) margins, a decline in crude oil differentials, diesel), and a decrease other product margins and an increase in throughput volumes, partially offset by a decrease decline in crude oil and other feedstock differentials and increases in adjusted operating expenses (excluding depreciation and amortization expense). expense) and depreciation and amortization expense.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
In 2024, 2025, we used the $6.7 $5.8 billion of cash generated by our operations, $7.1 operations and the $7.6 billion in from our debt borrowings, issuance and $595 million of cash on hand borrowings to make $2.0 $1.8 billion of investments in our business, repay $7.8 $7.7 billion of debt and finance lease obligations, and return $4.3 $4.0 billion to our stockholders through purchases of our common stock for treasury and dividend payments. payments, and increase our available cash on hand by $36 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
This cash, 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. payments, and repay $440 million of our public debt that matured in 2025.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
While it is difficult to predict future worldwide economic activity and its resulting impact on product supply and demand, as well as any effect that including the uncertainty described in Note 2 effects of Notes to Consolidated Financial Statements or other political or regulatory developments may have on us, tariffs thereon, we have noted several factors below that have impacted or may impact our results of operations during the first quarter of 2025. 2026.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
See Refer to the tables in note (b) (f), beginning on page 52 53, for the reconciliations of Refining, Renewable Diesel, and Ethanol segment margin; adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable) applicable); and Refining, Renewable Diesel, adjusted Refining operating expenses (excluding depreciation and Ethanol segment margin amortization expense) to their most directly comparable GAAP financial measures.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
These The Pillar Two rules did not have a material effect on our financial condition, results of operations, or liquidity in 2024, and we currently do not expect that compliance with these rules will have a material effect on our financial condition, results of operations, or liquidity in 2025.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
The decrease of $6.1 billion $422 million was primarily due to a decrease decreases in operating income of $8.1 billion, $574 million and “other income, net” of $119 million, partially offset by a decrease in net income tax expense attributable to noncontrolling interests of $1.9 billion. $338 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Refining Ethanol segment operating income increased by $86 million in 2025 compared to 2024; however, Ethanol segment adjusted operating income, which excludes the adjustment in the table in note (b), also decreased (f), increased by $7.5 billion $59 million in 2024 2025 compared to 2023. 2024.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
LIFO liquidation adjustment (see note (a)) 37 — Operating expenses (excluding depreciation and 5,426 4,946 5,208 amortization expense) (see note (c)) Depreciation and amortization expense 2,754 2,391 2,351 Asset impairment loss (see note (d)) 1,131 — Other operating expenses 17 15 17 Refining margin $ 13,403 $ 11,325 $ 19,087

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Refining segment operating income increased by $69 million in 2025 compared to 2024; however, Refining segment adjusted operating income, which excludes the adjustment adjustments in the table in note (b), also decreased (f), increased by $7.5 $1.3 billion in 2024 2025 compared to 2023. 2024.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesMD&A
As previously noted, our operations generated $6.7 billion of cash in 2024, driven primarily by net income of $3.0 billion, noncash charges to income of $2.9 billion, and a positive change in working capital of $795 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

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