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Murphy USA VP exercises RSUs, withholds shares

Murphy USA Inc. executive Donald R. Smith Jr., VP, CAO & Treasurer, reported equity compensation activity involving company stock.

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

Rhea-AI Filing Summary

Murphy USA Inc. executive Donald R. Smith Jr., VP, CAO & Treasurer, reported equity compensation activity involving company stock. On February 6, 2026, 305 Restricted Stock Units vested and settled into an equal number of Murphy USA common shares at $0 exercise price under the 2013 Long Term Incentive Plan, including dividend equivalents.

On the same date, 149 common shares were withheld at $397.42 per share to cover taxes on the RSU vesting. After these transactions, Smith directly held 21,247.207 common shares. He also indirectly held 561.23 common shares as trustee of the company thrift plan, which includes 2.06 shares acquired through his 401(k) plan.

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Insider Smith Donald R Jr
Role VP, CAO & Treasurer
Type Security Shares Price Value
Exercise Restricted Stock Unit 305 $0.00 $0.00
Exercise Common Stock 305 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 149 $397.42 $59K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 453.41 contracts (Direct); Common Stock — 21,247.207 shares (Direct); Common Stock — 561.23 shares (Indirect, Trustee of Company Thrift Plan)
Footnotes (6)
  1. F1. Represents time-based Restricted Stock Units (RSUs) and corresponding dividend equivalents accrued to the Reporting Person under the 2013 Long Term Incentive Plan that have vested and settled in shares of the Company's stock on a one-for-one basis.
  2. F2. Shares withheld for taxes on RSU vesting.
  3. F3. Includes 2.06 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated February 5, 2026.
  4. F4. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.
  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.

FAQ

What insider transaction did Murphy USA (MUSA) report for Donald R. Smith Jr.?
Murphy USA reported that VP, CAO & Treasurer Donald R. Smith Jr. had 305 Restricted Stock Units vest into common shares, with 149 shares withheld to cover taxes. These transactions reflect routine equity compensation activity under the 2013 Long Term Incentive Plan.

How many Murphy USA (MUSA) RSUs vested for the executive on February 6, 2026?
On February 6, 2026, 305 Restricted Stock Units vested for the executive, settling one-for-one into Murphy USA common shares at a $0 exercise price. The award included dividend equivalent units accrued under the company’s 2013 Long Term Incentive Plan.

How many Murphy USA (MUSA) shares were withheld for taxes in this Form 4?
A total of 149 Murphy USA common shares were withheld to satisfy tax obligations related to the RSU vesting. The withholding price was $397.42 per share, and this reduced the net number of shares the executive directly retained after settlement.

What is Donald R. Smith Jr.’s Murphy USA (MUSA) shareholding after the reported transactions?
Following the reported transactions, the executive directly held 21,247.207 Murphy USA common shares. In addition, he indirectly held 561.23 common shares as trustee of the company thrift plan, which includes 2.06 shares acquired through his 401(k) plan.

What do the Murphy USA (MUSA) Form 4 footnotes reveal about the RSUs?
The footnotes explain that the RSUs are time-based awards under the 2013 Long Term Incentive Plan, vesting into common shares on a one-for-one basis. They also clarify that these securities generally lack a conversion price, exercisable date, or expiration date and include dividend equivalent units.

Does the Murphy USA (MUSA) executive hold any shares indirectly through a plan?
Yes. The executive indirectly held 561.23 Murphy USA common shares as trustee of the company thrift plan, including 2.06 shares acquired through his 401(k) plan. This information is based on a plan statement dated February 5, 2026, referenced in the filing footnotes.

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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*
Smith Donald R Jr
(Last) (First) (Middle)
200 PEACH ST
(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)
VP, CAO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
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 02/06/2026 M 305(1) A $0 21,396.207 D
Common Stock 02/06/2026 F(2) 149 D $397.42 21,247.207 D
Common Stock 561.23(3) I Trustee of Company Thrift Plan
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(4) (5) 02/06/2026 M 305(1) (5) (5) Common Stock 305 $0 453.41(6) D
Explanation of Responses:
1. Represents time-based Restricted Stock Units (RSUs) and corresponding dividend equivalents accrued to the Reporting Person under the 2013 Long Term Incentive Plan that have vested and settled in shares of the Company's stock on a one-for-one basis.
2. Shares withheld for taxes on RSU vesting.
3. Includes 2.06 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated February 5, 2026.
4. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.
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.
/s/ Gregory L. Smith, attorney-in-fact 02/09/2026
** 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