Murphy USA Inc. (MUSA) SVP logs new equity grants and tax share withholding

Rhea-AI Filing Summary

Murphy USA Inc.’s SVP Merchandising, Scott G. Woodward, reported several equity compensation transactions dated February 11, 2026. He received a grant of 759 stock options at an exercise price of $380.92 per share and new awards of 460 performance stock units and 1,456 restricted stock units, all at $0 cost, under the company’s 2013 Long-term Incentive Plan.

On the same date, 400 performance stock units were exercised into common stock, resulting in 669 common shares acquired, while 297 shares of common stock were disposed of at $363.36 per share to satisfy tax withholding on PSU vesting. After these transactions, he held 476 common shares directly, plus indirect holdings of 3,808.303 shares in a 401(k) plan and 136.644 shares through his spouse’s 401(k) plan.

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

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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^*

Woodward Scott G.

(Last) (First) (Middle)

200 E. PEACH STREET

MURPHY USA

(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)
	SVP Merchandising

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		669(1)	A	$0	773	D
Common Stock	02/11/2026		F(2)		297	D	$363.36	476	D
Common Stock								3,808.303	I	401(k) Plan
Common Stock								136.644	I	By Spouse's 401(k) 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		759		(4)	02/11/2033	Common Stock	759	$0	759	D
Performance Stock Unit(3)	(5)	02/11/2026		A		460		(5)	(5)	Common Stock	460	$0	1,460	D
Restricted Stock Unit(3)	(5)	02/11/2026		A		230		(5)	(5)	Common Stock	230	$0	532.208(6)	D
Restricted Stock Unit(3)	(5)	02/11/2026		A		1,226		(5)	(5)	Common Stock	1,226	$0	1,758.208(6)	D
Performance Stock Unit(3)	(5)	02/11/2026		M			400	(5)	(5)	Common Stock	400	$0	1,060	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. Award granted under the 2013 Long-term 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.

	/s/ Gregory L. Smith, attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MUSA executive Scott G. Woodward report?

Scott G. Woodward reported equity compensation activity, including grants of stock options, performance stock units, and restricted stock units, plus an exercise of performance units into common shares and a share disposition to cover taxes. These transactions reflect compensation, not open-market buying or selling.

How many Murphy USA (MUSA) stock options did the SVP Merchandising receive?

He received a grant of 759 stock options with an exercise price of $380.92 per share. These options vest in two equal installments, the first after two years and the second after three years from the February 11, 2026 grant date.

Why were 297 shares of Murphy USA common stock disposed of in this Form 4?

The 297 common shares were disposed of at $363.36 per share to satisfy tax withholding obligations on vested performance stock units. This is recorded with transaction code F, indicating a tax-withholding disposition rather than an open-market sale by the executive.

What performance and restricted stock units did MUSA grant to Scott G. Woodward?

He was granted 460 performance stock units and two restricted stock unit awards of 230 and 1,226 units. These awards were made at no cash cost to him under the 2013 Long-term Incentive Plan and include dividend-equivalent units where applicable.

What are Scott G. Woodward’s total direct and indirect MUSA share holdings after these transactions?

After the reported transactions, he held 476 common shares directly. Indirectly, he held 3,808.303 shares through a 401(k) plan and 136.644 shares via his spouse’s 401(k) plan, reflecting retirement-related and family-plan holdings in addition to his direct position.

Do the reported MUSA Form 4 transactions involve open-market buying or selling?

The transactions primarily reflect equity compensation grants, the exercise of performance stock units into common shares, and shares withheld for taxes. The filing does not show open-market purchases or discretionary sales; activity is tied to the company’s incentive compensation programs.