Form 4: Phillips Jeanne Linder reports acquisition/exercise transactions in MUSA

Rhea-AI Filing Summary

Phillips Jeanne Linder reported acquisition or exercise transactions in a Form 4 filing for MUSA. The filing lists transactions totaling 1,119 shares. Following the reported transactions, holdings were 1,485 shares.

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^*

Phillips Jeanne Linder

(Last) (First) (Middle)

200 PEACH ST

(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	2,698	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	1,833.892(4)	D
Restricted Stock Unit(2)	(3)	02/13/2026		M			349(1)	(3)	(3)	Common Stock	349	$0	1,484.892(4)	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.

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

	/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) report for Jeanne Linder Phillips?

Jeanne Linder Phillips reported RSU grants and a conversion into common stock. She received 421 restricted stock units on February 12, 2026, and 349 of those RSUs converted into 349 common shares at $0 on February 13, 2026, all held directly.

How many Murphy USA (MUSA) shares does Jeanne Linder Phillips hold after these transactions?

After the reported transactions, Jeanne Linder Phillips directly holds 2,698 common shares. She also directly holds 1,833.892 restricted stock units, which include dividend-equivalent units that accrue on the RSUs and may settle into additional shares over time as awards vest.

Were Murphy USA (MUSA) shares bought on the open market in this Form 4?

No, the transactions reflect RSU grants and a derivative conversion, not open-market buying. The 349 common shares reported on February 13, 2026, came from exercising restricted stock units at $0, rather than purchasing shares in a market transaction.

What equity award did Jeanne Linder Phillips receive from Murphy USA (MUSA)?

She received an award of 421 restricted stock units on February 12, 2026. The award was granted at an exercise price of $0 under Murphy USA’s 2023 Omnibus Incentive Plan, and these RSUs accrue dividend-equivalent units that increase the total RSU balance over time.

What is the significance of dividend-equivalent units in Murphy USA (MUSA) RSUs?

Dividend-equivalent units increase the number of RSUs associated with the award. For Jeanne Linder Phillips, both the 1,833.892 RSUs balance and the RSUs that vested include dividend equivalents, which mirror dividends on common stock and can settle in shares or cash for fractional amounts.

How are Murphy USA (MUSA) RSUs under the 2023 Omnibus Incentive Plan structured?

The RSUs generally have no stated conversion price, exercisable date, or expiration date. They are granted at $0, accrue dividend-equivalent units, and vest and settle into Murphy USA common stock on a one-for-one basis, with fractional dividend equivalents typically settled in cash.