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

Murphy USA director receives RSU board retainer

DEMING CLAIBORNE P reported acquisition or exercise transactions in this Form 4 filing.

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

Rhea-AI Filing Summary

DEMING CLAIBORNE P reported acquisition or exercise transactions in this Form 4 filing.

Murphy USA Inc. director Claiborne P. Deming reported receiving a grant of 65.416 restricted stock units (RSUs) of common stock. The award was granted under the 2023 Omnibus Incentive Plan and represents fully vested RSUs issued instead of his quarterly cash board retainer.

Deming elected to defer settlement of these RSUs, and any related dividend equivalent units, until his termination of service from the board, according to his deferral election. Following this grant, he holds a total of 1,013.817 RSUs, including accrued dividend equivalent units.

Positive

  • None.

Negative

  • None.
Insider DEMING CLAIBORNE P
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 65.416 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 1,013.817 contracts (Direct)
Footnotes (4)
  1. F1. Award granted under the 2023 Omnibus Incentive Plan.
  2. F2. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
  3. F3. 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. F4. Includes dividend equivalent units accrued with respect to the underlying RSUs.
RSUs granted 65.416 units Restricted Stock Units granted on 2026-03-31 in lieu of cash retainer
RSUs after grant 1,013.817 units Total restricted stock units held following the reported transaction
Grant price per unit 0.0000 per unit Reported transaction price per RSU for the award
Transaction code A Grant, award, or other acquisition of derivative security
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit""
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
2023 Omnibus Incentive Plan financial
"Award granted under the 2023 Omnibus Incentive Plan."
dividend equivalent units financial
"Includes dividend equivalent units accrued with respect to the underlying RSUs."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
deferral election form financial
"in accordance with their deferral election form."

FAQ

What insider transaction did Murphy USA (MUSA) director Claiborne Deming report?
Claiborne P. Deming reported receiving 65.416 restricted stock units as a grant. These RSUs are fully vested and were issued instead of his quarterly cash board retainer, increasing his total deferred RSU holdings to 1,013.817 units tied to Murphy USA common stock.

How many Murphy USA RSUs does Claiborne Deming hold after this Form 4?
After the reported grant, Claiborne P. Deming holds 1,013.817 restricted stock units. This total includes the new 65.416-unit award plus previously accrued RSUs and related dividend equivalent units, all linked to Murphy USA common stock under the company’s incentive arrangements.

What is the nature of the RSU grant to Murphy USA director Claiborne Deming?
The RSU grant to Claiborne P. Deming is a fully vested award of 65.416 units. It was issued in lieu of his quarterly cash retainer for board service, reflecting compensation structured in equity rather than cash under Murphy USA’s 2023 Omnibus Incentive Plan.

When will Claiborne Deming’s Murphy USA RSUs be settled into shares?
Settlement of Claiborne P. Deming’s RSUs is deferred until his termination of service from the board. He elected this timing in a deferral election form, covering both the restricted stock units and any accrued dividend equivalent units associated with the underlying awards.

Do Claiborne Deming’s Murphy USA RSUs include dividend equivalent units?
Yes, his reported RSU position includes dividend equivalent units. The Form 4 notes that the total reflects dividend equivalent units accrued with respect to the underlying restricted stock units, which are issued in lieu of quarterly cash retainers for board service.

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SEC Form 4
FORM 4UNITED 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*
DEMING CLAIBORNE P
(Last)(First)(Middle)
200 PEACH STREET
(Street)
EL DORADO ARKANSAS 71730
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)(2)03/31/2026A65.416(1) (2)(3) (2)(3)Common Stock65.416$01,013.817(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-fact04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR