Murphy USA (MUSA) director Miller receives fully vested RSU grant in lieu of cash retainer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MILLER DAVID B reported acquisition or exercise transactions in this Form 4 filing.

Murphy USA Inc. director David B. Miller received a grant of 47.742 restricted stock units as compensation. These fully vested RSUs were issued in lieu of his quarterly cash retainer under the 2023 Omnibus Incentive Plan and include related dividend equivalent units. Settlement of the RSUs and accrued dividend equivalents is deferred until his termination of service from the board. Following this award, Miller holds a total of 896.697 RSUs tied to Murphy USA common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MILLER DAVID B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	47.742	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 896.697 shares (Direct, null)

Footnotes (1)

Award granted under the 2023 Omnibus Incentive Plan. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date. 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. Includes dividend equivalent units accrued with respect to the underlying RSUs.

Key Figures

RSUs granted: 47.742 units Total RSUs after grant: 896.697 units Underlying shares: 47.742 shares

3 metrics

RSUs granted 47.742 units Restricted stock units awarded on June 30, 2026

Total RSUs after grant 896.697 units Director’s RSU holdings following the transaction

Underlying shares 47.742 shares Common stock underlying the new RSU award

Key Terms

Restricted Stock Unit, 2023 Omnibus Incentive Plan, dividend equivalent units, deferral election form

4 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit" and fully-vested RSUs issued in lieu of cash"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2023 Omnibus Incentive Plan financial

"Award granted under the 2023 Omnibus Incentive Plan."

dividend equivalent units financial

"Includes dividend equivalent units accrued with respect to the underlying RSUs."

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

deferral election form financial

"in accordance with their deferral election form."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:44 PM Accepted by SEC EDGAR 07/01/2026 - 05:43 PM

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^*

MILLER DAVID B

(Last)

(First)

(Middle)

200 PEACH STREET

(Street)

EL DORADO

ARKANSAS

71730

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽¹⁾	⁽²⁾	06/30/2026		A		47.742⁽¹⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	47.742	$0	896.697⁽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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Murphy USA (MUSA) director David B. Miller report on this Form 4?

David B. Miller reported receiving 47.742 restricted stock units as director compensation. The award is fully vested, issued instead of a cash retainer, and linked to Murphy USA common stock, increasing his total RSU holdings to 896.697 units.

How many Murphy USA (MUSA) RSUs does David B. Miller hold after this transaction?

After the reported award, David B. Miller holds 896.697 restricted stock units. These units represent deferred stock-based compensation tied to Murphy USA common stock and will be settled in the future according to his deferral election and plan terms.

Was the Murphy USA (MUSA) Form 4 transaction a stock purchase or sale?

The transaction was neither a market purchase nor a sale. It reflects a grant of 47.742 fully vested restricted stock units as compensation, issued in lieu of Miller’s quarterly cash retainer under Murphy USA’s 2023 Omnibus Incentive Plan.

Why did Murphy USA (MUSA) grant RSUs instead of cash to director David B. Miller?

The filing states the 47.742 RSUs were issued in lieu of Miller’s quarterly cash retainer. This structure provides equity-based compensation, aligning director interests with shareholders while deferring settlement until his board service ends, consistent with his deferral election.

When will David B. Miller’s Murphy USA (MUSA) RSUs be settled?

The RSUs and related dividend equivalent units will be settled upon Miller’s termination of service from the Murphy USA board. This timing follows his deferral election, which allows equity awards to accumulate until his board tenure concludes.