[Form 4] Murphy USA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider grant and deferral of director compensation — Murphy USA director Jack T. Taylor was granted 83.333 Restricted Stock Units (RSUs) on 09/30/2025 under the 2023 Omnibus Incentive Plan. The RSUs are fully vested and were issued in lieu of the director's quarterly cash retainer; Mr. Taylor elected to defer settlement of these RSUs and associated dividend equivalent units until his termination of board service. The reported grant has a $0 per-unit price and, after the transaction, the filing reports 904.474 shares beneficially owned by the reporting person. The Form 4 was signed on 10/01/2025 by an attorney-in-fact.

Positive

• Grant made under the companys 2023 Omnibus Incentive Plan, indicating formal compensation governance
• RSUs are fully vested, so there are no future service-based vesting contingencies for these units
• Deferral election in place, aligning director compensation with long-term shareholder interests by delaying settlement
• Includes dividend equivalent units, preserving economic equivalence to cash retainers during deferral

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation converted to deferred RSUs; no cash outflow and no immediate dilution.

The 83.333 RSU award appears to be a standard compensation election, converting quarterly cash retainer into equity that is fully vested but settlement is deferred. The grant price is reported as $0 because these are replacement units for cash compensation rather than a purchase; issuance under the omnibus plan aligns with typical director pay practices. Reported beneficial ownership of 904.474 shares should be tracked for future dilution or insider trading windows.

Corporate Governance Expert

TL;DR: Governance practice reflects common deferral option for directors; disclosure is complete and timely.

Issuing RSUs in lieu of cash retainers and allowing deferral until termination is a standard governance mechanism to align director interests with shareholders. The filing discloses the plan, vesting status, and inclusion of dividend equivalents, which are important for transparency. No executive officer changes or unusual vesting accelerations are noted in this Form 4.

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).

1. Name and Address of Reporting Person^*

Taylor Jack T

(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)
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

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(1)	(2)	09/30/2025		A		83.333(1)		(2)(3)	(2)(3)	Common Stock	83.333	$0	904.474(3)(4)	D

Explanation of Responses:

1. Award granted under the 2023 Omnibus Incentive Plan.

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

3. Represent fully-vested RSUs issued in lieu of the reporting person's quarterly cash retainer(s). The reporting person has elected to defer settlement of RSUs and accrued dividend equivalent units thereon to the reporting person's termination of service from the Board, in accordance with their deferral election form.

4. Includes dividend equivalent units accrued with respect to the underlying RSUs.

	/s/ Gregory L. Smith, attorney-in-fact	10/01/2025
	** 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.

FAQ

What did Murphy USA director Jack T. Taylor receive on 09/30/2025 (MUSA)?

He was granted 83.333 Restricted Stock Units (RSUs) on 09/30/2025 under the 2023 Omnibus Incentive Plan.

Are the RSUs for Jack T. Taylor vested or subject to future vesting?

The RSUs are reported as fully vested in the Form 4.

Will Jack T. Taylor receive cash now for these RSUs?

No. The RSUs were issued in lieu of quarterly cash retainer and the reporting person elected to defer settlement until termination of board service.

How many shares does Jack T. Taylor beneficially own after this transaction?

The Form 4 reports 904.474 shares beneficially owned following the reported transaction(s).

What is the reported price per RSU and are dividend equivalents included?

The RSUs are reported with a $0 price and the filing states that dividend equivalent units are included in the reported total.