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Form 4: Landen Diane N reports acquisition/exercise transactions in MUSA

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

Rhea-AI Filing Summary

Landen Diane N reported acquisition or exercise transactions in a Form 4 filing for MUSA. The filing lists transactions totaling 1,119 shares. Following the reported transactions, holdings were 421 shares.

Positive

  • None.

Negative

  • None.
Insider Landen Diane N
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 349 $0.00 --
Exercise Common Stock 349 $0.00 --
Grant/Award Restricted Stock Unit 421 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 421 shares (Direct); Common Stock — 56,841 shares (Direct); Common Stock — 34,688 shares (Indirect, As Trustee & Beneficiary)
Footnotes (1)
  1. Represents Restricted Stock Units ("RSUs") and corresponding dividend equivalents accrued thereon granted to the Reporting Person that have vested and settled in shares of the Company's stock on a one-for-one basis, except for fractional dividend equivalents which have been settled in cash. Award granted under the 2023 Omnibus Incentive Plan. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
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Form 4 Insider Transactions: What Each Field Means →
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*
Landen Diane N
(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)
02/12/2026
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 02/13/2026 M 349(1) A $0 56,841 D
Common Stock 34,688 I As Trustee & Beneficiary
Common Stock 5,160 I Self, Trustee For My Children
Common Stock 2,043 I Shares Held Jointly With Spouse & Children
Common Stock 42,149 I Trustee & Beneficiary of Family Trust
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(2) (3) 02/12/2026 A 421 (3) (3) Common Stock 421 $0 770 D
Restricted Stock Unit(2) (3) 02/13/2026 M 349(1) (3) (3) Common Stock 349 $0 421 D
Explanation of Responses:
1. Represents Restricted Stock Units ("RSUs") and corresponding dividend equivalents accrued thereon granted to the Reporting Person that have vested and settled in shares of the Company's stock on a one-for-one basis, except for fractional dividend equivalents which have been settled in cash.
2. Award granted under the 2023 Omnibus Incentive Plan.
3. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
/s/ Gregory L. Smith, attorney-in-fact 02/17/2026
** 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

FAQ

What insider transactions did Murphy USA (MUSA) director Diane N. Landen report?

Diane N. Landen reported an award of 421 restricted stock units and the conversion of 349 RSUs into 349 common shares. These equity compensation transactions were reported on a Form 4 and did not involve open‑market buying or selling of Murphy USA stock.

How many Murphy USA (MUSA) shares does Diane N. Landen own after this Form 4?

After the reported transactions, Diane N. Landen directly owned 56,841 Murphy USA common shares and 421 restricted stock units. She also disclosed additional indirect holdings through various trustee and family arrangements, including trusts and jointly held accounts with her spouse and children.

What RSU activity for Murphy USA (MUSA) is disclosed in this Form 4?

The filing shows a grant of 421 restricted stock units on February 12, 2026, under the 2023 Omnibus Incentive Plan. On February 13, 2026, 349 RSUs vested and settled into 349 common shares, with any fractional dividend equivalents settled in cash, at a stated price of $0 per share.

Did the Murphy USA (MUSA) director buy or sell shares on the open market?

The reported transactions reflect equity awards and RSU conversions, not open‑market trades. Shares were delivered at a price of $0 per share following vesting of restricted stock units, indicating derivative exercises rather than discretionary buying or selling on the stock market.

What is the significance of the 2023 Omnibus Incentive Plan for Murphy USA (MUSA)?

The 2023 Omnibus Incentive Plan is the program under which the director’s 421 restricted stock units were granted. Such plans typically provide stock-based compensation to align directors’ and executives’ interests with shareholders by awarding RSUs and similar equity instruments in Murphy USA stock.

How are Murphy USA (MUSA) RSUs and dividend equivalents settled in this Form 4?

The RSUs and related dividend equivalents vested and settled in Murphy USA common stock on a one-for-one basis. Any fractional dividend equivalents were settled in cash, while whole units were converted into an equal number of common shares with a stated price of $0 per share.