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  4. [Form 4] Murphy USA Inc. Insider Trading Activity

Murphy USA director reports fully vested RSU grant and deferral

Murphy USA Inc. director equity grant and deferral reported.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Murphy USA Inc. director equity grant and deferral reported. A company director reported receiving 64.457 fully vested restricted stock units (RSUs) of Murphy USA common stock on 12/31/2025 under the 2023 Omnibus Incentive Plan. These RSUs, together with previously granted and dividend equivalent units, bring the director’s beneficially owned derivative securities to 791.772 units, held directly.

The RSUs were issued in lieu of the director’s quarterly cash retainer, reflecting equity-based board compensation. The director has elected to defer settlement of the RSUs and related dividend equivalent units until termination of service from the board, so shares will not be delivered until that time.

Positive

  • None.

Negative

  • None.
Insider MILLER DAVID B
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 64.457 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 791.772 contracts (Direct)
Footnotes (4)
  1. F1. Award granted under the 2023 Omnibus Incentive Plan.
  2. F2. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
  3. F3. Represent fully-vested RSUs issued in lieu of the reporting person's quarterly cash retainer(s). The reporting person has elected to defer settlement of RSUs and accrued dividend equivalent units thereon to the reporting person's termination of service from the Board, in accordance with their deferral election form.
  4. F4. Includes dividend equivalent units accrued with respect to the underlying RSUs.

FAQ

What insider transaction did Murphy USA (MUSA) disclose in this Form 4?
A Murphy USA director reported receiving 64.457 fully vested restricted stock units (RSUs) of Murphy USA common stock as of 12/31/2025.

How many derivative securities does the Murphy USA director beneficially own after this transaction?
Following the reported grant, the director beneficially owns 791.772 derivative securities (RSUs and related units) of Murphy USA common stock, held directly.

Under what plan were the Murphy USA (MUSA) RSUs granted?
The RSUs were granted under Murphy USA’s 2023 Omnibus Incentive Plan as disclosed in the filing.

Why did the Murphy USA director receive RSUs instead of cash?
The filing states the RSUs represent fully-vested RSUs issued in lieu of the reporting person's quarterly cash retainer(s), reflecting equity-based director compensation.

When will the Murphy USA director receive shares from these RSUs?
The director elected to defer settlement of the RSUs and accrued dividend equivalent units until termination of service from the Board.

Do the reported Murphy USA RSUs have an exercise or expiration date?
The filing notes these securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

What are dividend equivalent units in the Murphy USA (MUSA) Form 4?
Dividend equivalent units are additional units that accrue with respect to the underlying RSUs when dividends are paid on Murphy USA common stock, and are included in the reported holdings.

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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*
MILLER DAVID B
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
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
Restricted Stock Unit(1) (2) 12/31/2025 A 64.457(1) (2)(3) (2)(3) Common Stock 64.457 $0 791.772(3)(4) D
Explanation of Responses:
1. Award granted under the 2023 Omnibus Incentive Plan.
2. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
3. Represent fully-vested RSUs issued in lieu of the reporting person's quarterly cash retainer(s). The reporting person has elected to defer settlement of RSUs and accrued dividend equivalent units thereon to the reporting person's termination of service from the Board, in accordance with their deferral election form.
4. Includes dividend equivalent units accrued with respect to the underlying RSUs.
/s/ Gregory L. Smith, attorney-in-fact 01/02/2026
** 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.

Source: View Original Filing on SEC EDGAR