Murphy USA (NYSE: MUSA) CEO discloses 3,500 phantom stock units move in Form 4

Rhea-AI Filing Summary

Murphy USA Inc. CEO and director reports phantom stock transaction on a Form 4. The filing shows a derivative position in 3,500 phantom stock units tied to Murphy USA common stock at a reference value of $391.69 per unit. After the reported activity, the reporting person beneficially owns 18,319.648 phantom stock units, held directly.

The phantom stock units are credited under Murphy USA’s excess benefit plan and each unit is the economic equivalent of one share of common stock. These units will be settled in cash when the executive retires or otherwise leaves service. The explanatory notes clarify that the reported activity reflects a transfer of value from the executive’s phantom stock account to another investment alternative within the same plan, in line with the plan’s terms.

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^*

Clyde R Andrew

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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
Phantom Stock Unit(1)	(1)	12/09/2025		I			3,500(2)	(1)	(1)	Common Stock	3,500	$391.69(2)	18,319.648(1)	D

Explanation of Responses:

1. Reflects phantom stock units credited to the Reporting Person's account under Murphy USA Inc.'s excess benefit plan (the "Plan"). Each phantom stock unit is the equivalent of one share of Murphy USA Inc. common stock. The phantom stock units will be settled in cash upon the Reporting Person's retirement or other termination of service. The Reporting Person may transfer the value of his phantom stock units into an alternative investment account under the excess benefit plan at any time prior to settlement.

2. Reflects the transfer by the Reporting Person of shares of phantom stock from the Reporting Person's phantom stock account under the Plan to another investment alternative under the Plan, in accordance with the terms of the Plan.

	/s/ Gregory L. Smith, attorney-in-fact	12/10/2025
	** 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) report in this Form 4?

The Form 4 reports a transaction involving 3,500 phantom stock units linked to Murphy USA Inc. common stock, held by the company’s Chief Executive Officer and director under an excess benefit plan.

How many Murphy USA phantom stock units does the CEO own after this transaction?

Following the reported transaction, the CEO beneficially owns 18,319.648 phantom stock units related to Murphy USA Inc. common stock, held in a direct capacity.

What is a phantom stock unit in the context of Murphy USA (MUSA)?

For Murphy USA, each phantom stock unit is the economic equivalent of one share of common stock, credited under the excess benefit plan and ultimately settled in cash instead of actual share delivery.

When will the Murphy USA CEO’s phantom stock units be settled?

The filing states that the phantom stock units will be settled in cash upon the reporting person’s retirement or other termination of service from Murphy USA Inc.

What does the Form 4 say about transfers between investment alternatives in Murphy USA’s plan?

The explanation notes that the reported activity reflects a transfer of phantom stock value from the CEO’s phantom stock account to another investment alternative under the excess benefit plan, as permitted by the plan’s terms.

Does this Murphy USA Form 4 involve open-market trades of common stock?

No. The description explains that the transaction involves phantom stock units and an internal transfer between investment alternatives under the excess benefit plan, rather than direct market purchases or sales of Murphy USA common shares.