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Murphy USA SVP reports RSU vesting and tax share withholding

Murphy USA Inc. senior vice president of innovation Robert J. Chumley reported routine equity compensation activity.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Murphy USA Inc. senior vice president of innovation Robert J. Chumley reported routine equity compensation activity. On February 6, 2026, 558 time-based RSUs granted under the 2013 Long Term Incentive Plan vested and converted into an equal number of Murphy USA common shares.

To cover taxes on this vesting, 258 common shares were withheld at a price of $397.42 per share. After these transactions, Chumley directly held 10,001.228 common shares of Murphy USA and 755.815 RSUs, including accrued dividend equivalent units. The activity reflects compensation vesting rather than an open-market sale.

Positive

  • None.

Negative

  • None.
Insider CHUMLEY ROBERT J
Role SVP Innovation
Type Security Shares Price Value
Exercise Restricted Stock Unit 558 $0.00 $0.00
Exercise Common Stock 558 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 258 $397.42 $103K
Holdings After Transaction: Restricted Stock Unit — 755.815 contracts (Direct); Common Stock — 10,001.228 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. Shares withheld for taxes on RSU vesting.
  3. F3. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.
  4. F4. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
  5. F5. Includes dividend equivalent units accrued with respect to the underlying RSUs.

FAQ

What insider transaction did MUSA executive Robert J. Chumley report?
Murphy USA executive Robert J. Chumley reported RSU vesting that settled into 558 common shares. These time-based RSUs came from the 2013 Long Term Incentive Plan and converted one-for-one into Murphy USA stock as part of his equity compensation package.

How many Murphy USA (MUSA) RSUs vested for Robert J. Chumley?
A total of 558 time-based Restricted Stock Units vested for Robert J. Chumley. These RSUs, including dividend equivalents, settled into 558 Murphy USA common shares under the 2013 Long Term Incentive Plan on February 6, 2026, following the plan’s vesting terms.

Were any Murphy USA (MUSA) shares sold by Robert J. Chumley in this filing?
The filing shows no open-market sale by Robert J. Chumley. Instead, 258 shares of Murphy USA common stock were withheld at $397.42 per share solely to satisfy tax obligations related to the vesting of his Restricted Stock Units.

How many Murphy USA (MUSA) shares does Robert J. Chumley own after this transaction?
After the reported transactions, Robert J. Chumley directly owns 10,001.228 shares of Murphy USA common stock. He also holds 755.815 remaining Restricted Stock Units, which include dividend equivalent units that may convert into additional shares when they vest.

What is the significance of the 755.815 RSUs reported for MUSA’s Robert J. Chumley?
The 755.815 RSUs represent unvested equity awards and related dividend equivalents for Robert J. Chumley. These units do not yet represent common stock but may settle into Murphy USA shares in the future, according to the 2013 Long Term Incentive Plan terms.

Why were 258 Murphy USA (MUSA) shares withheld from Robert J. Chumley?
The 258 shares were withheld to pay taxes triggered by RSU vesting. Instead of paying cash, a portion of the newly vested Murphy USA shares was retained by the company at $397.42 per share to cover the associated tax liability.

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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*
CHUMLEY ROBERT J
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Innovation
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 558(1) A $0 10,259.228 D
Common Stock 02/06/2026 F(2) 258 D $397.42 10,001.228 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(3) (4) 02/06/2026 M 558(1) (4) (4) Common Stock 558 $0 755.815(5) 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. Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.
4. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
5. 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).
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