Item 8.01. Other Events.

On November 18, 2021, Valero Energy Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein, relating to the issuance and sale 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 are to be issued pursuant to an Indenture, dated March 10, 2015 between the Company and U.S. Bank National Association, as trustee (the "Indenture").

The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-3 (Registration No. 333-261165) of the Company, and is being 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 description of the Notes and the Indenture are set forth in the Prospectus and are incorporated herein by reference. The issuance and sale of the Notes is expected to close on November 29, 2021. The Underwriting Agreement is filed as Exhibit 1.1 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 are being 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 9.01. Financial Statements and Exhibits.




(d) Exhibits.



1.1       Underwriting Agreement dated November 18, 2021 among the Company,
        Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho
        Securities USA LLC and SMBC Nikko Securities America, Inc., as
        representatives of the several underwriters named therein.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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