[Form 4] Murphy USA Inc. Insider Trading Activity

Rhea-AI Filing Summary

Deming Claiborne P, a director of Murphy USA Inc. (MUSA), received 80.128 restricted stock units (RSUs) on 09/30/2025 under the company’s 2023 Omnibus Incentive Plan in lieu of his quarterly cash retainer. The RSUs are fully vested when granted and the reporting person has elected to defer settlement of the RSUs and accrued dividend equivalent units until termination of Board service.

Following the reported grant, the filing shows the reporting person beneficially owns 868.612 shares (directly). The RSUs carry no conversion/exercise price and are reported at a price of $0. The Form 4 was signed on behalf of the reporting person by Gregory L. Smith, attorney-in-fact on 10/01/2025.

Positive

• Equity alignment: Director compensation delivered as RSUs aligns director interests with shareholders by increasing equity ownership over time.
• Deferral election: Settlement deferred until termination, suggesting long-term retention incentives and tax-efficient design for the director.

Negative

• No immediate cash purchase: The award was issued in lieu of cash, so it does not represent the director investing additional personal funds in the company.

Insights

Corporate Governance Expert

TL;DR: Director received fully vested RSUs as cash-in-lieu of retainer and elected to defer settlement, a common director compensation approach.

The grant of 80.128 RSUs in lieu of a cash retainer indicates the company offers equity-based compensation to align director interests with shareholders. The RSUs are fully vested at grant and settlement is deferred until termination, which preserves tax-deferral and aligns long-term ownership incentives. Reporting 868.612 shares beneficially owned gives context to the director’s current direct stake. No exercise price or expiration applies, consistent with deferred stock unit structures for non-employee directors.

Securities/Compensation Analyst

TL;DR: A routine, non-cash director compensation transaction with limited immediate market impact.

The transaction code and structure reflect an award under the 2023 Omnibus Incentive Plan converting cash retainer into 80.128 RSUs. Because RSUs were issued fully vested and settlement is deferred, there is no immediate market sale or purchase pressure and the reported price is $0, as typical for grant reporting. The inclusion of dividend equivalent units modestly increases long-term economic exposure but is not a material dilution event for investors given the size disclosed.

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).

1. Name and Address of Reporting Person^*

DEMING CLAIBORNE P

(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)
09/30/2025

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

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(1)	(2)	09/30/2025		A		80.128(1)		(2)(3)	(2)(3)	Common Stock	80.128	$0	868.612(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-fact	10/01/2025
	** 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 MUSA director Deming Claiborne P receive on 09/30/2025?

He received 80.128 restricted stock units (RSUs) granted under the 2023 Omnibus Incentive Plan in lieu of his quarterly cash retainer.

Are the RSUs vested or subject to future vesting?

The filing states these are fully-vested RSUs issued in lieu of the quarterly cash retainer.

When will the RSUs be settled?

The reporting person has elected to defer settlement of the RSUs and accrued dividend equivalent units until the reporting person’s termination of Board service.

How many shares does the reporting person beneficially own after the grant?

The Form 4 reports 868.612 shares beneficially owned (direct).

What price is reported for the RSU grant?

The RSUs are reported with a price of $0, consistent with grant reporting of stock units.

Who signed the Form 4 and when?

The Form 4 was signed by Gregory L. Smith, attorney-in-fact on 10/01/2025.