Murphy USA (MUSA) interim CFO reports new options, PSUs and RSUs

Rhea-AI Filing Summary

Murphy USA Inc. executive Donald R. Smith Jr., Interim CFO; VP, CAO & Treasurer, reported multiple equity compensation transactions dated 02/11/2026. He acquired 865 stock options at an exercise price of $380.92 per share and received grants of 524 performance stock units and 1,488 restricted stock units in total under company incentive plans.

On the same date, 600 performance stock units were exercised into 1,005 shares of common stock, which vested and settled based on performance and dividend equivalents. 435 common shares were withheld to cover taxes on PSU vesting. After these transactions, he held 21,817.207 common shares directly and 561.23 shares indirectly as trustee of the company thrift plan, plus various option, PSU, and RSU balances.

Insider Trade Summary

600 shares exercised/converted

Mixed 8 txns

Insider Smith Donald R Jr

Role Interim CFO; VP, CAO & Treas.

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	865	$0.00	--
Grant/Award	Performance Stock Unit	524	$0.00	--
Grant/Award	Restricted Stock Unit	262	$0.00	--
Grant/Award	Restricted Stock Unit	1,226	$0.00	--
Exercise	Performance Stock Unit	600	$0.00	--
Exercise	Common Stock	1,005	$0.00	--
Tax Withholding	Common Stock	435	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option — 865 shares (Direct); Performance Stock Unit — 2,024 shares (Direct); Restricted Stock Unit — 715.41 shares (Direct); Common Stock — 22,252.207 shares (Direct); Common Stock — 561.23 shares (Indirect, Trustee of Company Thrift Plan)

Footnotes (1)

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. Shares withheld for taxes on PSU vesting. Awarded under the 2023 Omnibus Incentive Plan. 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. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date. Includes dividend equivalent units accrued with respect to the underlying RSUs. Award granted under the 2013 Long-term Incentive Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 05:38 PM Learn about SEC filing dates

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)
	Interim CFO; VP, CAO & Treas.

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		1,005(1)	A	$0	22,252.207	D
Common Stock	02/11/2026		F(2)		435	D	$0	21,817.207	D
Common Stock								561.23	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
Stock Option(3)	$380.92	02/11/2026		A		865		(4)	02/11/2033	Common Stock	865	$0	865	D
Performance Stock Unit(3)	(5)	02/11/2026		A		524		(5)	(5)	Common Stock	524	$0	2,024	D
Restricted Stock Unit(3)	(5)	02/11/2026		A		262		(5)	(5)	Common Stock	262	$0	715.41(6)	D
Restricted Stock Unit(3)	(5)	02/11/2026		A		1,226		(5)	(5)	Common Stock	1,226	$0	1,941.41(6)	D
Performance Stock Unit(7)	(5)	02/11/2026		M			600	(5)	(5)	Common Stock	600	$0	1,424	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. Awarded 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.

FAQ

What did Murphy USA (MUSA) executive Donald R. Smith Jr. report on this Form 4?

Donald R. Smith Jr. reported routine equity compensation activity. He received grants of stock options, performance stock units, and restricted stock units, plus a performance unit vesting that settled in common shares, with a portion of those shares withheld to cover tax obligations.

How many stock options were granted to Donald R. Smith Jr. at Murphy USA (MUSA)?

He was granted 865 stock options at an exercise price of $380.92. The options were awarded under the 2023 Omnibus Incentive Plan and are scheduled to vest in two equal installments, two and three years after the grant date, if service conditions are met.

What performance stock unit activity did Murphy USA (MUSA) disclose for Donald R. Smith Jr.?

He acquired 524 new performance stock units and 600 previously granted units vested into shares. The vested performance units settled in 1,005 common shares, reflecting 165.3% of the original award plus dividend-equivalent shares under the performance grant’s terms.

Why were 435 Murphy USA (MUSA) shares disposed of in this Form 4 filing?

435 common shares were withheld to satisfy tax obligations on PSU vesting. The transaction used shares to pay tax liability rather than representing an open-market sale, a common mechanism for covering withholding taxes on equity compensation awards.

How many Murphy USA (MUSA) common shares does Donald R. Smith Jr. own after these transactions?

He directly owns 21,817.207 common shares after the reported transactions. In addition, he indirectly holds 561.23 common shares as trustee of the company thrift plan, along with multiple unexercised options and outstanding performance and restricted stock units.

What restricted stock unit grants did Murphy USA (MUSA) report for Donald R. Smith Jr.?

He acquired RSU grants totaling 1,488 units on 02/11/2026. The filing lists 262 and 1,226 restricted stock units awarded under company incentive plans, which generally do not carry a conversion price, exercisable date, or expiration date according to the accompanying footnotes.

Under which incentive plans were the Murphy USA (MUSA) awards to Donald R. Smith Jr. made?

Equity awards were granted under Murphy USA’s 2023 Omnibus Incentive Plan and 2013 Long-term Incentive Plan. The filing notes that certain performance and restricted stock units and stock options are issued pursuant to these shareholder-approved compensation programs.