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  4. [Form 4] Murphy USA Inc. Insider Trading Activity

Murphy USA director granted 421 RSUs, converts 349

Murphy USA director Robert Madison Murphy reported equity award activity and updated share holdings.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Murphy USA director Robert Madison Murphy reported equity award activity and updated share holdings. On February 12, 2026, he received a grant of 421 Restricted Stock Units (RSUs) at $0 per unit under the 2023 Omnibus Incentive Plan.

On February 13, 2026, 349 RSUs were exercised and settled into 349 shares of common stock at $0. After these transactions, he directly holds 421 RSUs, while indirect common stock holdings total 383,712 shares by trust, 41,379 shares by spouse, and 2,308 shares as trustee for his children.

The RSUs and related dividend equivalents vest and settle one-for-one in Murphy USA stock, with fractional dividend equivalents paid in cash, and generally do not carry a separate conversion price or expiration date.

Positive

  • None.

Negative

  • None.
Insider MURPHY ROBERT MADISON
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 349 $0.00 $0.00
Exercise Common Stock 349 $0.00 $0.00
Grant/Award Restricted Stock Unit 421 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 421 contracts (Direct); Common Stock — 383,712 shares (Indirect, By Trust); Common Stock — 0 shares (Direct); Common Stock — 41,379 shares (Indirect, By Spouse); Common Stock — 2,308 shares (Indirect, Trustee For My Children)
Footnotes (3)
  1. F1. Represents Restricted Stock Units ("RSUs") and corresponding dividend equivalents accrued thereon granted to the Reporting Person that have vested and settled in shares of the Company's stock on a one-for-one basis, except for fractional dividend equivalents which have been settled in cash.
  2. F2. Award granted under the 2023 Omnibus Incentive Plan.
  3. F3. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

FAQ

What insider transactions did MURPHY ROBERT MADISON report at Murphy USA (MUSA)?
He reported an RSU grant and a related conversion. On February 12, 2026, he received 421 Restricted Stock Units, then on February 13, 2026, 349 RSUs were exercised and settled into 349 shares of Murphy USA common stock at $0 per share.

How many Restricted Stock Units does the Murphy USA (MUSA) director hold after this Form 4?
He holds 421 Restricted Stock Units directly after the transactions. A 421-unit RSU award was granted, and a separate 349-unit RSU exercise left 421 RSUs reported as beneficially owned directly by the director following these events.

What indirect Murphy USA (MUSA) shareholdings are reported for MURPHY ROBERT MADISON?
He reports several indirect common stock holdings. The filing lists 383,712 shares held by a trust, 41,379 shares held by his spouse, and 2,308 shares held as trustee for his children, all categorized as indirect beneficial ownership interests.

Under what plan were the Murphy USA (MUSA) RSUs granted to the director?
The RSUs were granted under the 2023 Omnibus Incentive Plan. The filing states that the award of 421 Restricted Stock Units and corresponding dividend equivalents was made pursuant to Murphy USA’s 2023 Omnibus Incentive Plan for equity-based compensation.

Do the Murphy USA (MUSA) RSUs reported carry a conversion price or expiration date?
The RSUs generally do not have a conversion price or expiration date. The explanation notes these securities typically lack a separate conversion price, exercisable date, or expiration date, and instead vest and settle directly into Murphy USA common stock.

How are dividend equivalents on Murphy USA (MUSA) RSUs settled for this director?
Dividend equivalents mostly settle in stock, with fractions in cash. The RSUs include corresponding dividend equivalents that vest and settle one-for-one in Murphy USA shares, except fractional dividend equivalents, which are settled in cash instead of additional fractional shares.

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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MURPHY ROBERT MADISON
(Last) (First) (Middle)
200 PEACH STREET
(Street)
EL DORADO AR 71730
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ] 		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)
02/12/2026
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 02/13/2026 M 349(1) A $0 383,712 I By Trust
Common Stock 0 D
Common Stock 41,379 I By Spouse
Common Stock 2,308 I Trustee For My Children
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
Restricted Stock Unit(2) (3) 02/12/2026 A 421 (3) (3) Common Stock 421 $0 770 D
Restricted Stock Unit(2) (3) 02/13/2026 M 349(1) (3) (3) Common Stock 349 $0 421 D
Explanation of Responses:
1. Represents Restricted Stock Units ("RSUs") and corresponding dividend equivalents accrued thereon granted to the Reporting Person that have vested and settled in shares of the Company's stock on a one-for-one basis, except for fractional dividend equivalents which have been settled in cash.
2. Award granted under the 2023 Omnibus Incentive Plan.
3. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
/s/ Gregory L. Smith, attorney-in-fact 02/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR