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Murphy USA SVP Emery reports new equity awards

Murphy USA Inc. SVP Fuels Emery Keith A. reported several equity compensation transactions dated February 11, 2026.

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

Rhea-AI Filing Summary

Murphy USA Inc. SVP Fuels Emery Keith A. reported several equity compensation transactions dated February 11, 2026. He acquired 838 shares of common stock through the vesting and settlement of performance-based restricted stock units, which reflected 165.3% of the original award plus dividend equivalents.

To cover taxes on this vesting, 368 common shares were withheld at a price of $363.36 per share, leaving 899 common shares directly owned afterward. He also received derivative awards: 809 stock options with a $380.92 exercise price that vest in two equal installments after two and three years, 490 performance stock units, and restricted stock units totaling 1,471 shares, all granted at no cash cost under company incentive plans.

Positive

  • None.

Negative

  • None.
Insider Emery Keith A.
Role SVP Fuels
Type Security Shares Price Value
Grant/Award Stock Option 809 $0.00 $0.00
Grant/Award Performance Stock Unit 490 $0.00 $0.00
Grant/Award Restricted Stock Unit 245 $0.00 $0.00
Grant/Award Restricted Stock Unit 1,226 $0.00 $0.00
Exercise Performance Stock Unit 500 $0.00 $0.00
Exercise Common Stock 838 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 368 $363.36 $134K
Holdings After Transaction: Stock Option — 809 contracts (Direct); Restricted Stock Unit — 1,823.674 contracts (Direct); Performance Stock Unit — 1,190 contracts (Direct); Common Stock — 899 shares (Direct)
Footnotes (7)
  1. F1. Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 165.3% of the original award plus shares equivalent in value to accumulated dividends.
  2. F2. Shares withheld for taxes on PSU vesting.
  3. F3. Award granted under the 2023 Omnibus Incentive Plan.
  4. F4. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.
  5. F5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
  6. F6. Includes dividend equivalent units accrued with respect to the underlying RSUs.
  7. F7. Award granted under the 2013 Long-term Incentive Plan.

FAQ

What insider activity did Murphy USA (MUSA) report for Emery Keith A.?
Murphy USA reported that SVP Fuels Emery Keith A. received multiple equity awards and vested stock on February 11, 2026. These included common shares from performance stock units and new grants of stock options, performance stock units, and restricted stock units under company incentive plans.

How many Murphy USA common shares did Emery Keith A. acquire and retain?
He acquired 838 Murphy USA common shares through vested performance-based restricted stock units. After 368 shares were withheld to satisfy tax obligations, he directly held 899 common shares. The disposition was for tax withholding rather than an open-market sale.

What stock option grant did Emery Keith A. receive from Murphy USA (MUSA)?
He received a grant of 809 stock options with a $380.92 exercise price. The options vest in two equal installments, with half vesting two years after the grant date and the remaining half three years after the grant date, if service conditions are met.

What performance stock units did Murphy USA grant to Emery Keith A.?
He was granted 490 performance stock units at no cash cost, in addition to 500 units that vested and settled into shares. The vested performance units represented 165.3% of the original award and included extra shares equal in value to accumulated dividends.

What restricted stock units did Emery Keith A. receive from Murphy USA?
He received two restricted stock unit awards: one for 245 units and another for 1,226 units. These RSUs were granted at no cash cost under Murphy USA’s incentive plans and include associated dividend equivalent units that increase the total units reported.

Why were some Murphy USA shares reported as disposed of by Emery Keith A.?
The 368 shares reported as disposed of were withheld to pay taxes on the vesting of performance stock units. This is coded as an “F” transaction and represents tax-withholding disposition, not an open-market sale of shares for investment purposes.

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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*
Emery Keith A.
(Last) (First) (Middle)
200 E. PEACH STREET
MURPHY USA
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Fuels
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026
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 02/11/2026 M 838(1) A $0 1,267 D
Common Stock 02/11/2026 F(2) 368 D $363.36 899 D
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
Stock Option(3) $380.92 02/11/2026 A 809 (4) 02/11/2033 Common Stock 809 $0 809 D
Performance Stock Unit(3) (5) 02/11/2026 A 490 (5) (5) Common Stock 490 $0 1,690 D
Restricted Stock Unit(3) (5) 02/11/2026 A 245 (5) (5) Common Stock 245 $0 597.674(6) D
Restricted Stock Unit(3) (5) 02/11/2026 A 1,226 (5) (5) Common Stock 1,226 $0 1,823.674(6) D
Performance Stock Unit(7) (5) 02/11/2026 M 500 (5) (5) Common Stock 500 $0 1,190 D
Explanation of Responses:
1. Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 165.3% of the original award plus shares equivalent in value to accumulated dividends.
2. Shares withheld for taxes on PSU vesting.
3. Award granted under the 2023 Omnibus Incentive Plan.
4. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.
5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
6. Includes dividend equivalent units accrued with respect to the underlying RSUs.
7. Award granted under the 2013 Long-term Incentive Plan.
/s/ Gregory L. Smith, attorney-in-fact 02/13/2026
** 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