Murphy Oil (MUR) Form 4: Large Director Sale; Phantom Units and RSUs Reported

Rhea-AI Filing Summary

Deming Claiborne P, a director of Murphy Oil Corporation (MUR), reported transactions on 09/30/2025. He disposed of 987,092 shares of common stock and, after that sale, directly beneficially owned 1,639,538 shares. He also holds indirect interests as beneficiary of trusts (50,224 shares) and by spouse (50,224 shares) as reported. The filing discloses acquisition of 61,259 phantom stock units under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors (payable in cash per deferral elections), and grants of 1,452 and 660 restricted stock units (RSUs) reported as acquired on 09/30/2025, with one RSU tranche vesting on February 5, 2026. The report is signed by an attorney-in-fact on 10/01/2025.

Positive

• Reporting person retains substantial ownership after the disposition (1,639,538 shares), which maintains alignment with shareholders
• Director compensation shifted into deferred equity instruments (61,259 phantom stock units and RSUs), aligning pay with long-term performance
• Phantom stock units are cash-settled and therefore do not dilute the outstanding share count

Negative

• Large disposition of 987,092 shares was reported without disclosed price or reason, which can raise questions about timing or liquidity needs
• Insufficient detail on transaction price prevents assessment of whether sale was opportunistic or part of routine planning

Insights

Corporate Governance Expert

TL;DR: Large direct disposition with continued substantial holdings and director compensation deferred into equity instruments.

The reported sale of 987,092 shares is sizable in absolute terms but leaves the director with significant continuing ownership (1.64 million shares), which maintains alignment with shareholders. The use of phantom stock units and RSU deferrals is consistent with standard non-employee director compensation practices and shifts economic exposure into deferred, tax-advantaged forms rather than immediate cash. There is no disclosure here of the reason for the sale or price, so materiality to valuation is unclear from this filing alone. For governance, continued large ownership is typically viewed positively for alignment, while large sales can raise questions about liquidity needs or portfolio rebalancing.

Securities Analyst

TL;DR: Director remains a major shareholder despite a large reported disposition; derivative awards add deferred equity exposure.

From an investor lens, the transaction mix—significant open-market disposition plus acquisition of deferred equity units—suggests portfolio rebalancing rather than exit. Phantom units (61,259) are cash-settled equivalents of common shares and do not dilute share count. Newly reported RSUs (1,452 and 660) increase future potential share-based alignment but appear modest relative to total holdings. Absence of price and transaction context limits conclusions about timing or intent; overall impact on company fundamentals is likely neutral based on information provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEMING CLAIBORNE P

(Last) (First) (Middle)

9805 KATY FREEWAY

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MURPHY OIL CORP [ MUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								987,092	D
Common Stock								1,639,538	I	Beneficiary Of Trusts
Common Stock								50,224	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)							(2)	(2)	Common Stock	61,259(3)		61,259(3)	D
Restricted Stock Unit(4)	(5)	09/30/2025		A		1,452		(6)(7)	(6)(7)	Common Stock	1,452	$0	19,852	D
Restricted Stock Unit(4)	(5)	09/30/2025		A		660		(5)(8)	(5)(8)	Common Stock	660	$0	20,512	D

Explanation of Responses:

1. Each phantom stock unit is the economic equivalent of one (1) share of Murphy Oil Corporation common stock.

2. The reported shares of phantom stock were acquired under Murphy Oil Corporation's Non-Qualified Deferred Compensation Plan for Non-Employee Directors and become payable, in cash, consistent with the Reporting Person's distribution election made at the time of deferral.

3. Includes 760 shares obtained under Murphy Oil Corporation's Non-Qualified Deferred Compensation Plan for Non-Employee Directors. The information in this report is based on a plan statement dated September 30, 2025.

4. Restricted Stock Unit Award granted under the 2021 Stock Plan for Non-Employee Directors.

5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

6. The reporting person has elected to defer settlement of restricted stock units in accordance with their deferral election form to either (1) following the reporting person's termination of service from the Board or (2) on a future date selected by the reporting person at the time of their deferral election.

7. The shares represent fully-vested restricted stock units ("RSUs") issued in lieu of quarterly cash retainer(s) payable under Murphy Oil Corporation's Non-Employee Director Deferred Compensation Plan.

8. Vest date is February 5, 2026. The reporting person has elected to defer settlement of restricted stock units in accordance with their deferral election form to either (1) following the reporting person's termination of service from the Board or (2) on a future date selected by the reporting person at the time of their deferral election.

	/s/ E. Ted Botner, attorney-in-fact	10/01/2025
	** Signature of Reporting Person	Date
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FAQ

What did MUR director Deming Claiborne P report on Form 4?

He reported a sale of 987,092 common shares and continuing direct beneficial ownership of 1,639,538 shares, plus indirect holdings and awards.

How many phantom stock units were acquired by the director?

61,259 phantom stock units were reported, acquired under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors and payable in cash per deferral elections.

Were any restricted stock units (RSUs) reported for MUR?

Yes: grants of 1,452 and 660 RSUs were reported on 09/30/2025; one tranche vests on February 5, 2026 and settlement may be deferred per the director's election.

Do the phantom units dilute Murphy Oil (MUR) shares?

No. The filing states the phantom units are cash-settled equivalents of common stock and therefore do not dilute outstanding shares.

Does the Form 4 disclose the sale price for the 987,092 shares?

No. The filing lists the number of shares disposed but does not provide the sale price or transaction proceeds.