Director James W. Keyes gets RSUs, shares at Murphy USA (MUSA)

Rhea-AI Filing Summary

Keyes James W reported acquisition or exercise transactions in this Form 4 filing.

Murphy USA Inc. director James W. Keyes reported equity compensation activity in the form of restricted stock units (RSUs) and common stock. On February 12, 2026, he received a grant of 421 RSUs under the 2023 Omnibus Incentive Plan.

On February 13, 2026, 349 RSUs (including related dividend equivalents) vested and were settled on a one-for-one basis into 349 shares of common stock at a price of $0 per share, with any fractional dividend equivalents paid in cash. After these transactions, he directly owned 17,705 common shares and 421 RSUs.

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^*

Keyes James W

(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)
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		349(1)	A	$0	17,705	D

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	770	D
Restricted Stock Unit(2)	(3)	02/13/2026		M			349(1)	(3)	(3)	Common Stock	349	$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 transactions did Murphy USA (MUSA) director James W. Keyes report?

James W. Keyes reported an equity award and a related RSU vesting. He received 421 restricted stock units, then 349 of those RSUs vested and converted into 349 shares of Murphy USA common stock at no cost, with fractional dividend equivalents settled in cash.

How many Murphy USA (MUSA) RSUs were granted to James W. Keyes?

James W. Keyes was granted 421 restricted stock units. The award was made under Murphy USA’s 2023 Omnibus Incentive Plan and represents stock-based compensation that can settle in shares of common stock, enhancing alignment between the director and shareholders over time.

How many Murphy USA (MUSA) shares did James W. Keyes receive from RSU vesting?

He received 349 shares of Murphy USA common stock when 349 RSUs vested. The RSUs, including dividend equivalents, settled on a one-for-one basis into shares at a stated price of $0 per share, with fractional dividend equivalents paid in cash.

What are James W. Keyes’s holdings in Murphy USA (MUSA) after these transactions?

After the reported transactions, James W. Keyes directly owned 17,705 shares of Murphy USA common stock and held 421 restricted stock units. These positions reflect his equity exposure to the company following the February 2026 grant and vesting events.

Were the Murphy USA (MUSA) RSU and share transactions reported as purchases or sales?

The filings show equity compensation events rather than open-market trades. One transaction reflects a grant of 421 restricted stock units, and another reflects the exercise or conversion of 349 RSUs into 349 common shares, both at a price of $0 per share.

Under which plan were the Murphy USA (MUSA) RSUs granted to James W. Keyes?

The restricted stock units granted to James W. Keyes were awarded under Murphy USA’s 2023 Omnibus Incentive Plan. This plan governs stock-based compensation, including RSUs that can vest and settle into common shares on a one-for-one basis, excluding fractional amounts.