Murphy USA (MUSA) SVP has 254 RSUs vest, 124 shares withheld

Rhea-AI Filing Summary

Murphy USA Inc. SVP Fuels Emery Keith reported equity award activity involving company stock. On February 6, 2026, 254 Restricted Stock Units (RSUs), including dividend equivalents under the 2013 Long Term Incentive Plan, vested and settled into an equal number of common shares at $0 exercise price.

On the same date, 124 common shares were withheld at $397.42 per share to cover taxes due on the RSU vesting. After these transactions, Keith directly held 429 common shares and 352.674 RSUs, which include additional dividend equivalent units.

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

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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^*

Emery Keith A.

(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 Fuels

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		254(1)	A	$0	553	D
Common Stock	02/06/2026		F(2)		124	D	$397.42	429	D

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(3)	(4)	02/06/2026		M			254(1)	(4)	(4)	Common Stock	254	$0	352.674(5)	D

Explanation of Responses:

1. Represents time-based Restricted Stock Units (RSUs) and corresponding dividend equivalents accrued to the Reporting Person under the 2013 Long Term Incentive Plan that have vested and settled in shares of the Company's stock on a one-for-one basis.

2. Shares withheld for taxes on RSU vesting.

3. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.

4. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

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

	/s/ Gregory L. Smith, attorney-in-fact	02/09/2026
	** 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).
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FAQ

What insider transaction did Murphy USA (MUSA) SVP Emery Keith report?

Emery Keith reported vesting of 254 Restricted Stock Units that settled into common stock at a $0 exercise price. These RSUs were granted under Murphy USA’s 2013 Long Term Incentive Plan and included dividend equivalents credited on the underlying awards.

How many Murphy USA RSUs vested for SVP Emery Keith on February 6, 2026?

A total of 254 time-based Restricted Stock Units vested for Emery Keith on February 6, 2026. These RSUs, plus dividend equivalents, converted into an equal number of Murphy USA common shares on a one-for-one basis under the 2013 Long Term Incentive Plan.

Why were 124 Murphy USA shares withheld in Emery Keith’s Form 4?

The 124 Murphy USA common shares were withheld to pay taxes due on the RSU vesting. The withholding occurred at a share price of $397.42, reflecting shares retained by the company rather than sold on the open market.

How many Murphy USA common shares does Emery Keith hold after these transactions?

Following the reported transactions, Emery Keith directly owned 429 Murphy USA common shares. This figure is shown as the amount of common stock beneficially owned after the RSU conversion and the tax withholding on February 6, 2026.

How many Restricted Stock Units does Emery Keith still hold at Murphy USA?

After the vesting transaction, Emery Keith beneficially owned 352.674 Restricted Stock Units. This total includes additional dividend equivalent units credited on the underlying RSUs under Murphy USA’s 2013 Long Term Incentive Plan.

What plan governs the RSU awards reported by Emery Keith at Murphy USA (MUSA)?

The Restricted Stock Units are granted under Murphy USA’s 2013 Long Term Incentive Plan. The filing notes that these RSUs are time-based awards and that related dividend equivalents accrue and settle in shares on a one-for-one basis when vested.