Murphy USA (MUSA) SVP Woodward reports RSU vesting, tax share withholding

Rhea-AI Filing Summary

Murphy USA Inc. SVP Merchandising Scott G. Woodward reported a routine equity award vesting. On 02/06/2026, 203 time-based restricted stock units and related dividend equivalents vested and settled into an equal number of Murphy USA common shares at a conversion price of $0.

To cover taxes on this RSU vesting, 99 common shares were withheld at $397.42 per share, leaving 104 common shares held directly afterward. Woodward also holds 3,808.303 common shares indirectly through a 401(k) plan and 136.644 shares indirectly through a spouse’s 401(k) plan, plus 302.208 restricted stock units outstanding.

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^*

Woodward Scott G.

(Last) (First) (Middle)

200 E. PEACH STREET

MURPHY USA

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Merchandising

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		203(1)	A	$0	203	D
Common Stock	02/06/2026		F(2)		99	D	$397.42	104	D
Common Stock								3,808.303(3)	I	401(k) Plan
Common Stock								136.644	I	By Spouse's 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
Restricted Stock Unit(4)	(5)	02/06/2026		M			203(1)	(5)	(5)	Common Stock	203	$0	302.208(6)	D

Explanation of Responses:

1. Represents time-based Restricted Stock Units (RSUs) and corresponding dividend equivalents accrued to the Reporting Person under the 2013 Long Term Incentive Plan that have vested and settled in shares of the Company's stock on a one-for-one basis.

2. Shares withheld for taxes on RSU vesting.

3. Includes 2.912 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated February 5, 2026.

4. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.

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

6. Includes dividend equivalent units accrued with respect to the underlying RSUs.

	/s/ Gregory L. Smith, attorney-in-fact	02/09/2026
	** 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).
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FAQ

What insider transaction did Murphy USA (MUSA) report for Scott G. Woodward?

Murphy USA reported that SVP Merchandising Scott G. Woodward had 203 restricted stock units vest and settle into common stock on 02/06/2026. These RSUs, including dividend equivalents, converted one-for-one into Murphy USA shares under the 2013 Long Term Incentive Plan.

How many Murphy USA shares were withheld for taxes in Woodward’s Form 4?

The filing shows 99 Murphy USA common shares were withheld for taxes at $397.42 per share when 203 restricted stock units vested on 02/06/2026. After this tax withholding, Woodward directly owned 104 Murphy USA common shares.

How many Murphy USA shares does Scott G. Woodward own directly after the reported transaction?

Following the 02/06/2026 transactions, Scott G. Woodward directly owned 104 Murphy USA common shares. These holdings reflect 203 vested RSU shares offset by 99 shares withheld for taxes, as disclosed in the Form 4 filing.

What indirect Murphy USA (MUSA) holdings does Woodward report in retirement plans?

Woodward reports 3,808.303 Murphy USA common shares indirectly through a 401(k) plan and 136.644 shares indirectly through his spouse’s 401(k) plan. The filing notes that the 3,808.303 figure includes 2.912 shares acquired via the 401(k) plan statement dated February 5, 2026.

How many restricted stock units in Murphy USA stock remain outstanding for Woodward?

After the vesting on 02/06/2026, Woodward beneficially owned 302.208 restricted stock units linked to Murphy USA common stock. This balance includes dividend equivalent units associated with the underlying RSUs under the 2013 Long-term Incentive Plan.

What role does Scott G. Woodward hold at Murphy USA (MUSA) according to the Form 4?

According to the Form 4, Scott G. Woodward serves as an officer of Murphy USA with the title SVP Merchandising. He is not listed as a director or 10% owner, and the transactions reported relate to his equity compensation awards.