Valero Energy Corporation Announces \$850 Million Senior Notes Offering

San Antonio, TX – March 5, 2026 – Valero Energy Corporation (NYSE: VLO) has announced that it has entered into a material definitive agreement for the issuance and sale of \$850,000,000 aggregate principal amount of 5.150% Senior Notes due 2036. The offering is set to close on March 10, 2026, and was made pursuant to an underwriting agreement with a syndicate of major global financial institutions.

Key Details of the Offering

• Issuer: Valero Energy Corporation
• Aggregate Principal Amount: \$850,000,000
• Notes: 5.150% Senior Notes due 2036
• Interest Payment Dates: March 10 and September 10 of each year, commencing September 10, 2026
• Yield to Maturity: 5.152%
• Price to Public: 99.985% of principal amount
• Spread to Benchmark Treasury: T+102 basis points
• Make-Whole Call: T+20 bps prior to December 10, 2035
• Par Call: On and after December 10, 2035
• CUSIP/ISIN: 91913YBG4 / US91913YBG44
• Expected Closing: March 10, 2026 (T+3 settlement)

Underwriters and Transaction Structure

The underwriting syndicate is led by SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, who acted as representatives of the several underwriters. Other participating underwriters include BofA Securities, J.P. Morgan Securities, Mizuho Securities, Scotia Capital, BBVA Securities, PNC Capital Markets, RBC Capital Markets, TD Securities, Truist Securities, and U.S. Bancorp Investments.

Each of the leading underwriters is taking an allocation of \$110,500,000, with other participants each taking \$76,500,000 or \$17,000,000, depending on their role in the syndicate. The Notes will be issued under an Indenture dated March 10, 2015, between Valero and U.S. Bank Trust Company, National Association, as trustee.

Purpose and Use of Proceeds

While the specific use of proceeds is not detailed in the filing, it is customary for Valero to use such funds for general corporate purposes, which may include refinancing of existing debt, capital expenditures, working capital, or other strategic initiatives.

Key Representations and Warranties

• Valero confirms that the Registration Statement for this offering is effective and compliant with SEC regulations.
• The company asserts no material adverse change has occurred in its financial position or operations since the date of the agreement.
• No legal or governmental investigations or proceedings are pending or threatened that would materially affect the company.
• Valero and its subsidiaries are in compliance with all material environmental and regulatory requirements, and there are no material undisclosed environmental liabilities.
• The company has effective internal controls over financial reporting and complies with the Sarbanes-Oxley Act.
• There are no untrue statements or omissions in the prospectus or offering documents that would mislead investors.

Price-Sensitive Information and Shareholder Considerations

• This is a material financing transaction for Valero, increasing its long-term debt by \$850 million. Shareholders should consider the impact on leverage, interest expense, and the potential uses of the proceeds.
• No significant adverse developments or downgrades have been reported in the company’s financial or operational status as a result of this offering.
• Valero’s ability to access the capital markets at attractive terms (T+102 bps, 5.150% coupon) signals ongoing investor confidence in the company’s creditworthiness.

Legal and Compliance Disclosures

• The Notes are being offered only by means of a prospectus and a related prospectus supplement, in compliance with Section 10 of the Securities Act of 1933.
• This filing is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where such would be unlawful.
• The underwriters and the company have agreed to indemnify each other against certain liabilities related to the offering documents, subject to customary exceptions.

Signatures

The filing was signed by Homer S. Bhullar, Senior Vice President and Chief Financial Officer of Valero, attested by Jude A. Dworaczyk, Corporate Secretary and SEC Counsel.

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. Investors should review the official SEC filings and consult their financial advisors before making investment decisions. The information herein may contain forward-looking statements, which involve risks and uncertainties. Actual results may differ materially from those stated or implied.

View VALERO ENERGY CORP/TX Historical chart here