Item 1.01 Entry Into a Material Definitive Agreement.

On November 29, 2021, Valero Energy Corporation (the "Company") closed its public offering (the "Offering") of $500,000,000 aggregate principal amount of its 2.800% Senior Notes due 2031 (the "2031 notes") and $950,000,000 aggregate principal amount of its 3.650% Senior Notes due 2051 (the "2051 notes" and, together with the 2031 notes, the "Notes"). The Notes were issued pursuant to an Indenture dated March 10, 2015, between the Company, and U.S. Bank National Association, as trustee (the "Indenture").

The Offering was registered under the Securities Act of 1933 (the "Securities Act") pursuant to the Company's registration statement on Form S-3 (File No. 333-261165), and was made pursuant to the prospectus dated November 18, 2021, as supplemented by the prospectus supplement dated November 18, 2021 (collectively, the "Prospectus"), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. The Indenture, the terms of the Notes and the form of Notes have been filed or incorporated by reference as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report.

This Current Report is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with the Notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such securities were offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



 4.1      Indenture dated March 10, 2015 among the Company and U.S. Bank National
        Association, as trustee-incorporated by reference to Exhibit 4.1 to
        Valero's Registration Statement on Form S-3 (SEC File No. 333-202635)
        filed March 10, 2015.

 4.2      Terms of the 2.800% Senior Notes due 2031.

 4.3      Form of the 2031 notes (included in Exhibit 4.2 above).

 4.4      Terms of the 3.650% Senior Notes due 2051.

 4.5      Form of the 2051 notes (included in Exhibit 4.4 above).

 5.1      Opinion of Richard J. Walsh.

23.1      Consent of Richard J. Walsh (included in Exhibit 5.1 above).

104     Cover Page Interactive Data File (formatted as Inline XBRL).

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