Murphy USA (MUSA) director Haley reports RSU grant and share conversion

Rhea-AI Filing Summary

Murphy USA Inc. director David C. Haley reported equity award activity involving restricted stock units (RSUs) and common shares. On February 12, 2026, he received a grant of 421 RSUs at an exercise price of $0 under the 2023 Omnibus Incentive Plan, increasing his directly held RSUs to 665.

On February 13, 2026, 244 RSUs (including dividend-equivalent units) vested and were converted on a one-for-one basis into 244 shares of common stock at $0, leaving 421 RSUs outstanding directly. Separately, 1,000 common shares are held indirectly, jointly with his spouse.

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

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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^*

Haley David C.

(Last) (First) (Middle)

200 EAST PEACH

(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)
02/12/2026

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	02/13/2026		M		244(1)	A	$0	244	D
Common Stock								1,000	I	Shares Held Jointly With Spouse

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(2)	(3)	02/12/2026		A		421		(3)	(3)	Common Stock	421	$0	665	D
Restricted Stock Unit(2)	(3)	02/13/2026		M			244(1)	(3)	(3)	Common Stock	244	$0	421	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") and corresponding dividend equivalents accrued thereon granted to the Reporting Person that have vested and settled in shares of the Company's stock on a one-for-one basis, except for fractional dividend equivalents which have been settled in cash.

2. Award granted under the 2023 Omnibus Incentive Plan.

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

	/s/ Gregory L. Smith, attorney-in-fact	02/17/2026
	** 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.

FAQ

What insider transaction did Murphy USA (MUSA) director David C. Haley report?

David C. Haley reported RSU-related transactions, including a grant of 421 restricted stock units and the vesting and conversion of 244 RSUs into 244 common shares. These equity awards were reported as having an exercise or conversion price of $0 per share.

How many restricted stock units does David C. Haley hold after these MUSA transactions?

After the reported transactions, David C. Haley directly holds 421 restricted stock units. He was granted 421 RSUs on February 12, 2026, and 244 RSUs vested and converted into common stock on February 13, 2026, leaving 421 RSUs outstanding.

How many Murphy USA (MUSA) common shares did Haley receive from RSU vesting?

The RSU vesting resulted in 244 common shares of Murphy USA being issued to Haley. These shares came from restricted stock units and related dividend equivalents that settled on a one-for-one basis into stock at a stated price of $0.

What equity award plan governs David C. Haley’s Murphy USA RSUs?

Haley’s restricted stock units were granted under Murphy USA’s 2023 Omnibus Incentive Plan. RSUs and related dividend equivalents vest and settle into common shares on a one-for-one basis, with any fractional dividend-equivalent amounts settled in cash rather than stock.

Does David C. Haley have indirect ownership of Murphy USA (MUSA) shares?

Yes. In addition to directly held equity awards, Haley has indirect ownership of 1,000 Murphy USA common shares. These shares are reported as being held jointly with his spouse, reflecting shared beneficial ownership separate from his directly held RSUs and common stock.

Were any cash prices paid in David C. Haley’s reported MUSA transactions?

No cash exercise price was reported. Both the grant of 421 RSUs and the conversion of 244 RSUs into common stock were disclosed at an exercise or conversion price of $0 per share, consistent with equity-based compensation awards.