VLOValero Energy

Certain Relationships and Transactions with Related Persons

“As noted under “Compensation Discussion and Analysis,” for security and efficiency reasons, Mr. Riggs is required to use the corporate aircraft for all business and personal travel whenever it is feasible. Mr. Gorder was also subject to this requirement in 2024 prior to his retirement as Executive Chairman. Mr. Riggs has entered into an Aircraft Time Sharing Agreement pursuant to which he reimburses us for certain personal travel within amounts permitted under U.S. FAA regulations. Mr. Gorder also previously entered into an Aircraft Time Sharing Agreement, which terminated upon his retirement as Executive Chairman, pursuant to which he reimbursed us for certain personal travel within amounts permitted under U.S. FAA regulations. A copy of the form of such agreements is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2024. Since the beginning of Valero’s last fiscal year, the amounts involved in transactions under the Aircraft Time Sharing Agreements with each of Mr. Riggs and Mr. Gorder (whose agreement is now terminated, as noted above), respectively, have not exceeded $120,000 and have not constituted related-party transactions. Nonetheless, such transactions and relationships are reviewed annually by the Nominating and Corporate Governance Committee.”

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Certain Relationships and Transactions with Related Persons

“Our Board has adopted a Related Party Transactions Policy to establish procedures for the notification, review, approval, ratification, and disclosure of related-party transactions. Under the policy, a related-party transaction is a transaction, arrangement, or relationship in which (i) Valero (including any of its subsidiaries) was, is, or will be a participant; (ii) the amount involved exceeds $120,000; and (iii) any “related person” (generally, those who meet this definition under Item 404 of SEC Regulation S-K) had, has, or will have a direct or indirect material interest. Related persons are required provide prompt notice of proposed or potential related-party transactions, and those that our General Counsel determines would constitute a related-party transaction under the policy are submitted to the Nominating and Corporate Governance Committee for its review and approval (or ratification, if necessary) based on relevant facts and circumstances. Such review and approval is not required for the following transactions or interests: generally, those (i) that meet any of the categorical standards or guidelines for director independence noted above; (ii) where the related person is not involved in negotiating terms, does not receive any special benefits, and does not own more than five percent of the equity of another party thereto; and (iii) involving certain Board approved indemnification or advancement of expenses. See also “Director Overboarding Policy” under “How Our Board is Structured, Governed, and Operates” above. We also have a Conflicts of Interest Policy to address instances where an employee’s or a director’s private interests may conflict with Valero’s interests, which is provided on our intranet website. A conflicts of interest committee (composed of Valero employees) helps administer the policy and determine whether any employee’s or director’s private interests may interfere with Valero’s interests. Conflicts of interest are also addressed in our Code of Business Conduct and Ethics. Any waiver of any provision of this code for executive officers or directors may only be made by the Board. See “Miscellaneous - Governance Documents and Codes of Ethics” below. As noted in “Compensation Discussion and Analysis” above, for security and efficiency reasons, Mr. Riggs is required to use the corporate aircraft for all business and personal travel whenever it is feasible. Mr. Riggs is party to an Aircraft Time Sharing Agreement pursuant to which he reimburses us for certain personal travel within amounts permitted under U.S. FAA regulations. A copy of the form of such agreement is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2025. Since the beginning of Valero’s last fiscal year, transactions thereunder have not involved amounts exceeding $120,000 and have not constituted related-party transactions. Nonetheless, such transactions and this relationship are reviewed at least annually by the Nominating and Corporate Governance Committee.”

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