Murphy USA (NYSE: MUSA) CEO receives major equity grants and withholds shares for taxes

Rhea-AI Filing Summary

Murphy USA President & CEO Malynda K. West reported multiple equity compensation transactions. On February 11, 2026, she received a grant of 10,116 stock options with an exercise price of $380.92, vesting in two equal installments starting two years after the grant date.

She was also granted 6,130 performance stock units and 3,065 restricted stock units, all awarded under the company’s long-term incentive plan. In addition, 2,500 performance-based units were exercised into common stock, and 1,813 shares of common stock were withheld at $363.36 per share to cover taxes.

After these transactions, West directly held 120,486.642 shares of common stock, plus 875.495 shares indirectly through a 401(k) plan, along with the newly granted option and unit awards.

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^*

West Malynda K

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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

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	02/11/2026		M		4,191(1)	A	$0	122,299.642	D
Common Stock	02/11/2026		F(2)		1,813	D	$363.36	120,486.642	D
Common Stock								875.495	I	401(k) 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	$380.92	02/11/2026		A		10,116		(3)	02/11/2033	Common Stock	10,116	$0	10,116	D
Performance Stock Unit	(4)	02/11/2026		A		6,130		(4)	(4)	Common Stock	6,130	$0	13,930	D
Restricted Stock Unit	(4)	02/11/2026		A		3,065		(4)	(4)	Common Stock	3,065	$0	5,734.803(5)	D
Performance Stock Unit(6)	(4)	02/11/2026		M			2,500	(4)	(4)	Common Stock	2,500	$0	11,430	D

Explanation of Responses:

1. Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant awarded under the 2013 Long-Term Incentive Plan, the total includes 165.3% of the original award.

2. Shares withheld for taxes on PSU vesting.

3. 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.

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.

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

	/s/ Gregory L. Smith, attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Murphy USA (MUSA) CEO Malynda K. West receive?

Malynda K. West received a grant of 10,116 stock options at an exercise price of $380.92, plus 6,130 performance stock units and 3,065 restricted stock units. All were granted under Murphy USA’s long-term incentive plan.

Did the Murphy USA (MUSA) CEO sell shares in this Form 4 filing?

The filing shows 1,813 common shares were disposed of at $363.36 per share, but this was a tax-withholding disposition on vesting, not an open-market sale. Shares were withheld to satisfy tax obligations on equity awards.

How many Murphy USA (MUSA) common shares does the CEO hold after these transactions?

After the reported transactions, Malynda K. West directly held 120,486.642 shares of Murphy USA common stock. She also indirectly held 875.495 shares through a 401(k) plan, in addition to her derivative equity awards.

What performance-based equity vested for Murphy USA (MUSA) CEO Malynda K. West?

Performance-based restricted stock units vested and settled into 4,191 common shares. A footnote states this reflected 165.3% of the original performance award under the 2013 Long-Term Incentive Plan, indicating above-target performance for that grant.

How do the new Murphy USA (MUSA) stock options for the CEO vest?

The 10,116 stock options granted to Malynda K. West vest in two equal installments. Half vests two years after the grant date, and the remaining half vests three years after the grant date, aligning with long-term retention incentives.

What derivative equity holdings does the Murphy USA (MUSA) CEO report after the filing?

Following these transactions, West reported 10,116 stock options, 13,930 performance stock units, and 5,734.803 restricted stock units, plus 11,430 additional performance stock units. These derivative positions complement her direct common stock ownership.