Murphy USA CFO exercises options, sells 1,460 shares

The option exercise included withholding for the exercise price or tax liability, alongside a separate common-stock sale.

Available on EDGAR 11/03/2026 - 04:25 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:24 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Murphy USA Inc. (MUSA) SVP, CFO & Treasurer Donald R. Smith Jr. exercised 2,000 stock options on November 2, 2026, at a $126.00 exercise price for 2,000 common shares; the reported option balance afterward was 0. The report also lists 1,130 shares withheld for payment of exercise price or tax liability, using the October 30, 2026 closing price of $534.95, and a separate sale of 1,460 common shares at $515.65 on November 2. No Rule 10b5-1 plan is reported. The option vests in two equal installments, the first half two years after grant and the final half three years after grant. A holding entry lists 562.832 shares indirectly as trustee of the Company Thrift Plan; it includes 0.74 shares acquired through the 401(k) Plan and is based on a plan statement dated November 3, 2026.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Smith Donald R Jr

Role SVP, CFO & Treasurer

Sold 1,460 shs ($753K)

Approx. gross sale proceeds $753K

Approx. exercise cost $252K

Type	Security	Shares	Price	Value
Exercise	Stock Option F1, F4	2,000	$0.00	$0.00
Exercise	Common Stock F1	2,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	1,130	$534.95	$604K
Sale	Common Stock	1,460	$515.65	$753K
Holding	Common Stock F3	--	--	--

Holdings After Transaction: Stock Option — 0 contracts (Direct); Common Stock — 21,227.207 shares (Direct); Common Stock — 562.832 shares (Indirect, Trustee of Company Thrift Plan)

Footnotes (4)

1. F1. Award granted under the 2013 Long-term Incentive Plan.
2. F2. Represents a net exercise of outstanding stock option. These shares were withheld by the company for payment of the exercise price and applicable taxes using the closing price on October 30, 2026 of $534.95.
3. F3. Includes 0.74 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated November 3, 2026.
4. F4. 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.

Key Figures

Stock options exercised: 2,000 options Exercise price: $126.00 per share Reported option balance after exercise: 0 shares +5 more

8 metrics

Stock options exercised 2,000 options November 2, 2026

Exercise price $126.00 per share Options exercised November 2, 2026

Reported option balance after exercise 0 shares Following the November 2, 2026 exercise

Shares withheld for exercise price or tax liability 1,130 shares Using the October 30, 2026 closing price

Closing price used for withholding $534.95 per share October 30, 2026

Common shares sold 1,460 shares November 2, 2026

Sale price $515.65 per share November 2, 2026

Indirect Company Thrift Plan holding 562.832 shares As trustee; information based on a November 3, 2026 plan statement

Key Terms

net exercise, stock option, 2013 Long-term Incentive Plan, Rule 10b5-1, +1 more

5 terms

net exercise financial

"Represents a net exercise of outstanding stock option"

A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.

stock option financial

"net exercise of outstanding stock option"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

2013 Long-term Incentive Plan financial

"Award granted under the 2013 Long-term Incentive Plan"

Rule 10b5-1 regulatory

"No Rule 10b5-1 plan is reported"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

401(k) Plan financial

"shares acquired through the reporting person's 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What did MUSA CFO Donald R. Smith Jr. report on November 2, 2026?

Donald R. Smith Jr. exercised 2,000 stock options at $126.00 per share for 2,000 common shares, with a reported option balance afterward of 0. The report also lists 1,130 shares withheld for payment of exercise price or tax liability and a sale of 1,460 common shares at $515.65. The withholding used the October 30, 2026 closing price of $534.95; no Rule 10b5-1 plan is reported.

How many MUSA shares were listed for Donald R. Smith Jr. through the Company Thrift Plan?

The holding entry lists 562.832 shares indirectly as trustee of the Company Thrift Plan. It includes 0.74 shares acquired through the reporting person's 401(k) Plan, and the information is based on a plan statement dated November 3, 2026.

How did Donald R. Smith Jr.'s Murphy USA stock option vest?

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.

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

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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^*

Smith Donald R Jr

(Last) (First) (Middle)

200 PEACH ST

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CFO & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/02/2026		M		2,000(1)	A	$0	23,817.207	D
Common Stock	11/02/2026		F(2)		1,130	D	$534.95	22,687.207	D
Common Stock	11/02/2026		S		1,460	D	$515.65	21,227.207	D
Common Stock								562.832(3)	I	Trustee of Company Thrift Plan

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(1)	$126	11/02/2026		M			2,000	(4)	02/10/2028	Common Stock	2,000	$0	0	D

Explanation of Responses:

1. Award granted under the 2013 Long-term Incentive Plan.

2. Represents a net exercise of outstanding stock option. These shares were withheld by the company for payment of the exercise price and applicable taxes using the closing price on October 30, 2026 of $534.95.

3. Includes 0.74 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated November 3, 2026.

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	11/03/2026
	** 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)