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Murphy USA SVP reports equity awards and tax share use

Murphy USA Inc.’s SVP Merchandising, Scott G. Woodward, reported several equity compensation transactions dated February 11, 2026.

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

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.

Positive

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Negative

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Insider Woodward Scott G.
Role SVP Merchandising
Type Security Shares Price Value
Grant/Award Stock Option 759 $0.00 $0.00
Grant/Award Performance Stock Unit 460 $0.00 $0.00
Grant/Award Restricted Stock Unit 230 $0.00 $0.00
Grant/Award Restricted Stock Unit 1,226 $0.00 $0.00
Exercise Performance Stock Unit 400 $0.00 $0.00
Exercise Common Stock 669 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 297 $363.36 $108K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 759 contracts (Direct); Restricted Stock Unit — 1,758.208 contracts (Direct); Performance Stock Unit — 1,060 contracts (Direct); Common Stock — 476 shares (Direct); Common Stock — 3,808.303 shares (Indirect, 401(k) Plan); Common Stock — 136.644 shares (Indirect, By Spouse's 401(k) Plan)
Footnotes (6)
  1. F1. 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. F2. Shares withheld for taxes on PSU vesting.
  3. F3. Award granted under the 2013 Long-term Incentive Plan.
  4. F4. 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. F5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
  6. F6. Includes dividend equivalent units accrued with respect to the underlying RSUs.

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.

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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*
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
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