Murphy USA director receives RSU award under incentive plan

Murphy USA Inc. director reported a new equity award in the form of restricted stock units.

Rhea-AI Filing Summary

Murphy USA Inc. director reported a new equity award in the form of restricted stock units. On 12/31/2025, the director acquired 76.734 fully vested RSUs of Murphy USA common stock at a price of $0 under the company’s 2023 Omnibus Incentive Plan. These RSUs were issued in lieu of the director’s quarterly cash retainer.

After this grant, the director beneficially owned 946.875 derivative securities, which include RSUs and related dividend equivalent units. Settlement of the RSUs and accrued dividend equivalents has been deferred until the director’s termination of service from the Board, consistent with the director’s deferral election.

Insider Trade Summary

Grant/Award: 76.734 shares

Grant/Award 1 txn

Insider DEMING CLAIBORNE P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	76.734	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 946.875 contracts (Direct)

Footnotes (4)

1. F1. Award granted under the 2023 Omnibus Incentive Plan.
2. F2. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
3. F3. 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. F4. Includes dividend equivalent units accrued with respect to the underlying RSUs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Murphy USA (MUSA) disclose in this Form 4?

A Murphy USA director reported acquiring 76.734 restricted stock units (RSUs) of the company’s common stock on 12/31/2025 at a price of $0.

What plan governed the RSU award reported for Murphy USA (MUSA)?

The RSU award was granted under Murphy USA’s 2023 Omnibus Incentive Plan.

How many Murphy USA (MUSA) derivative securities does the director own after this transaction?

Following the transaction, the director beneficially owned 946.875 derivative securities, including RSUs and related dividend equivalent units.

Why were the Murphy USA (MUSA) RSUs issued instead of cash?

The filing states that the fully vested RSUs were issued in lieu of the reporting person’s quarterly cash retainer(s) as a director.

When will the Murphy USA (MUSA) RSUs be settled for the director?

Settlement of the RSUs and accrued dividend equivalent units is deferred until the director’s termination of service from the Board, according to their deferral election.

Do the Murphy USA (MUSA) RSUs have a conversion price or expiration date?

The filing notes that these securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/02/2026 - 04:45 PM EST Learn about SEC filing dates

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^*

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)
12/31/2025

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)	12/31/2025		A		76.734(1)		(2)(3)	(2)(3)	Common Stock	76.734	$0	946.875(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	01/02/2026
	** 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.