[Form 4] MURPHY USA INC. Insider Trading Activity

Rhea-AI Filing Summary

Clyde R. Andrew, President & CEO and director of Murphy USA Inc. (MUSA), reported transactions dated 08/21/2025. He effected a net exercise of stock options that resulted in the acquisition of 22,300 common shares, with 12,090 shares withheld by the company to cover the option exercise price and applicable taxes using the 08/20/2025 closing price of $394.23. After these transactions he beneficially owned 155,652.432 shares directly. The report also discloses indirect holdings of 1,529.964 shares through a 401(k) plan and 75,422 shares held by a limited partnership. The filing was signed by an attorney-in-fact on 08/22/2025.

Insights

Financial Analyst

TL;DR: Routine option exercise by the CEO leaves substantial insider ownership intact; not likely material to valuation.

The filing documents a net exercise of 22,300 options by the CEO resulting in newly acquired common shares and the withholding of 12,090 shares to cover exercise price and taxes at a closing price of $394.23 on 08/20/2025. The direct beneficial ownership after the transaction is 155,652.432 shares, with additional indirect holdings in a 401(k) plan and a limited partnership. This is a standard Section 16 disclosure of compensation-related option activity rather than a market-sale event and does not itself indicate a change in corporate strategy or financial performance.

Corporate Governance Expert

TL;DR: Properly documented insider exercise with tax-withholding; paperwork appears complete and timely.

The Form 4 shows the exercise was reported promptly and includes the required explanations: net exercise, shares withheld to satisfy tax and exercise obligations, plan-based 401(k) acquisitions, and identification of the award plan. The signature by an attorney-in-fact is included. From a governance perspective this is routine executive compensation realization and the filing meets disclosure expectations under Section 16.

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
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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^*

Clyde R Andrew

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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
Common Stock	08/21/2025		M		22,300	A	$0	167,742.432	D
Common Stock	08/21/2025		F(1)		12,090	D	$394.23	155,652.432	D
Common Stock								1,529.964(2)	I	401(k) Plan
Common Stock								75,422	I	By Limited Partnership

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)	$76.15	08/21/2025		M			22,300	(4)	02/06/2026	Common Stock	22,300	$0	0	D

Explanation of Responses:

1. Represents a net exercise of outstanding stock options. These shares were withheld by the company for payment of the exercise price and applicable taxes using the closing price on August 20, 2025 of $394.23.

2. Includes 2.208 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated August, 22, 2025.

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.

	/s/ Gregory L. Smith, attorney-in-fact	08/22/2025
	** 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.
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FAQ

What transactions did Clyde R. Andrew report on Form 4 for MUSA?

The report shows a net exercise of options on 08/21/2025 that resulted in acquisition of 22,300 common shares and 12,090 shares were withheld to cover the exercise price and taxes.

How many shares does Clyde R. Andrew beneficially own after the reported transactions?

He beneficially owns 155,652.432 shares directly after the transactions, plus 1,529.964 shares via a 401(k) plan and 75,422 shares held by a limited partnership.

At what price were shares withheld to cover taxes and exercise costs?

Shares were withheld using the closing price of $394.23 on August 20, 2025, to cover exercise price and applicable taxes.

Were the exercised options part of a named plan?

Yes, the award was granted under the 2013 Long-Term Incentive Plan, and the filing notes vesting terms for the option award.

Who signed the Form 4 and when?

The Form 4 was signed by Gregory L. Smith, attorney-in-fact on 08/22/2025.