Murphy USA (MUSA) SVP Bacon sells shares, gets new stock awards

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Murphy USA Inc. SVP Renee M. Bacon reported multiple equity transactions involving company stock. On February 11, 2026, she acquired 2,011 shares of Common Stock through the exercise or settlement of derivative awards at $0 per share, raising her direct holdings to 7,938.3 shares. That same day, 792 shares were disposed of at $363.36 per share to cover tax withholding on performance stock unit vesting. On February 13, 2026, she executed an open-market sale of 1,219 shares of Common Stock at an average price of $386.09 per share under a pre-arranged Rule 10b5-1 trading plan, leaving 5,927.3 shares of Common Stock held directly.

Also on February 11, Bacon received new equity awards: a stock option for 1,378 shares at an exercise price of $380.92, restricted stock units covering 418 and 1,226 shares, and performance stock units for 835 shares. A separate performance stock unit award covering 1,200 shares was converted into Common Stock, with all derivative positions held directly.

Insider Trade Summary

Net Seller: 1,219 shares ($470,644)

Net Sell 8 txns

Insider Bacon Renee M

Role SVP, Sales & Operations

Sold 1,219 shs ($471K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,219	$386.09	$471K
Grant/Award	Stock Option	1,378	$0.00	--
Grant/Award	Restricted Stock Unit	418	$0.00	--
Grant/Award	Restricted Stock Unit	1,226	$0.00	--
Grant/Award	Performance Stock Unit	835	$0.00	--
Exercise	Performance Stock Unit	1,200	$0.00	--
Exercise	Common Stock	2,011	$0.00	--
Tax Withholding	Common Stock	792	$363.36	$288K

Holdings After Transaction: Common Stock — 5,927.3 shares (Direct); Stock Option — 1,378 shares (Direct); Restricted Stock Unit — 1,224.085 shares (Direct); Performance Stock Unit — 3,635 shares (Direct)

Footnotes (1)

Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 165.3% of the original award plus shares equivalent in value to accumulated dividends. Shares withheld for taxes on PSU vesting. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2025. Awarded under the 2023 Omnibus Incentive Plan. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date. Includes dividend equivalent units accrued with respect to the underlying RSUs. Award granted under the 2013 Long-Term Incentive Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 05:36 PM

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^*

Bacon Renee M

(Last)

(First)

(Middle)

200 PEACH ST.

(Street)

EL DORADO

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, Sales & Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		M		2,011⁽¹⁾	A	$0	7,938.3	D
Common Stock	02/11/2026		F⁽²⁾		792	D	$363.36	7,146.3	D
Common Stock	02/13/2026		S⁽³⁾		1,219	D	$386.09	5,927.3	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽⁴⁾	$380.92	02/11/2026		A		1,378		⁽⁵⁾	02/11/2033	Common Stock	1,378	$0	1,378	D
Restricted Stock Unit⁽⁴⁾	⁽⁶⁾	02/11/2026		A		418		⁽⁶⁾	⁽⁶⁾	Common Stock	418	$0	1,224.085⁽⁷⁾	D
Restricted Stock Unit⁽⁴⁾	⁽⁶⁾	02/11/2026		A		1,226		⁽⁶⁾	⁽⁶⁾	Common Stock	1,226	$0	2,450.085⁽⁷⁾	D
Performance Stock Unit⁽⁴⁾	⁽⁶⁾	02/11/2026		A		835		⁽⁶⁾	⁽⁶⁾	Common Stock	835	$0	3,635	D
Performance Stock Unit⁽⁸⁾	⁽⁶⁾	02/11/2026		M			1,200	⁽⁶⁾	⁽⁶⁾	Common Stock	1,200	$0	2,435	D

Explanation of Responses:

1. Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 165.3% of the original award plus shares equivalent in value to accumulated dividends.

2. Shares withheld for taxes on PSU vesting.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 11, 2025.

4. Awarded under the 2023 Omnibus Incentive Plan.

5. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.

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

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

8. Award granted under the 2013 Long-Term Incentive Plan.

	/s/ Gregory L. Smith, attorney-in-fact	02/13/2026
	** 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

FAQ

What insider transactions did Murphy USA (MUSA) SVP Renee Bacon report?

Renee Bacon reported exercising performance-based awards into 2,011 Murphy USA shares, a tax-withholding disposition of 792 shares, and an open-market sale of 1,219 shares. She also received new stock options, restricted stock units, and performance stock units on February 11, 2026.

How many Murphy USA (MUSA) shares did Renee Bacon sell and at what price?

Renee Bacon sold 1,219 shares of Murphy USA Common Stock at an average price of $386.09 per share. The sale occurred on February 13, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 11, 2025.

How many Murphy USA (MUSA) shares does Renee Bacon hold after these transactions?

After the reported transactions, Renee Bacon directly holds 5,927.3 shares of Murphy USA Common Stock. This balance reflects the exercise and vesting of equity awards, shares withheld for taxes, and the subsequent open-market sale of 1,219 shares disclosed in the Form 4.

What new equity awards did Renee Bacon receive from Murphy USA (MUSA)?

Renee Bacon received a stock option for 1,378 shares at a $380.92 exercise price, restricted stock units covering 418 and 1,226 shares, and performance stock units for 835 shares. These awards were granted on February 11, 2026 under Murphy USA’s long-term incentive plans.

Were any Murphy USA (MUSA) shares used to cover taxes for Renee Bacon?

Yes. The Form 4 shows 792 Murphy USA shares disposed of at $363.36 per share as a tax-withholding transaction on performance stock unit vesting. This transaction is coded “F,” indicating payment of tax liability by delivering previously acquired shares rather than a regular sale.

What stock option terms were reported for Murphy USA (MUSA) SVP Renee Bacon?

Renee Bacon received a stock option covering 1,378 Murphy USA shares at a $380.92 exercise price. The option vests in two equal installments: the first half vests two years after the grant date and the remaining half vests three years after the grant date, subject to plan terms.