Murphy USA (NYSE: MUSA) SVP reports grants, PSU vesting and tax withholding

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(Moderate)

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(Neutral)

Form Type

Rhea-AI Filing Summary

Murphy USA Inc. SVP Innovation Robert J. Chumley reported several equity compensation transactions dated February 11, 2026. He exercised performance stock units into 1,843 shares of common stock and had 798 shares withheld at $363.36 per share to cover taxes.

On the same date, he was granted a stock option for 1,315 shares at an exercise price of $380.92 per share, vesting in two equal installments over two and three years. He also received new performance stock units and restricted stock units totaling over 2,400 units under the company’s long-term incentive plans. After these transactions, he directly owned about 11,046 common shares, along with additional derivative awards.

Insider Trade Summary

1,100 shares exercised/converted

Mixed 7 txns

Insider CHUMLEY ROBERT J

Role SVP Innovation

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	1,315	$0.00	--
Grant/Award	Performance Stock Unit	797	$0.00	--
Grant/Award	Restricted Stock Unit	399	$0.00	--
Grant/Award	Restricted Stock Unit	1,226	$0.00	--
Exercise	Performance Stock Unit	1,100	$0.00	--
Exercise	Common Stock	1,843	$0.00	--
Tax Withholding	Common Stock	798	$363.36	$290K

Holdings After Transaction: Stock Option — 1,315 shares (Direct); Performance Stock Unit — 3,397 shares (Direct); Restricted Stock Unit — 1,154.815 shares (Direct); Common Stock — 11,844.228 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. Award granted 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.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 05:50 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

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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^*

CHUMLEY ROBERT J

(Last)

(First)

(Middle)

200 PEACH STREET

(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 Innovation

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		1,843⁽¹⁾	A	$0	11,844.228	D
Common Stock	02/11/2026		F⁽²⁾		798	D	$363.36	11,046.228	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)
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⁽³⁾	$380.92	02/11/2026		A		1,315		⁽⁴⁾	02/11/2033	Common Stock	1,315	$0	1,315	D
Performance Stock Unit⁽³⁾	⁽⁵⁾	02/11/2026		A		797		⁽⁵⁾	⁽⁵⁾	Common Stock	797	$0	3,397	D
Restricted Stock Unit⁽³⁾	⁽⁵⁾	02/11/2026		A		399		⁽⁵⁾	⁽⁵⁾	Common Stock	399	$0	1,154.815⁽⁶⁾	D
Restricted Stock Unit⁽³⁾	⁽⁵⁾	02/11/2026		A		1,226		⁽⁵⁾	⁽⁵⁾	Common Stock	1,226	$0	2,380.815⁽⁶⁾	D
Performance Stock Unit⁽⁷⁾	⁽⁵⁾	02/11/2026		M			1,100	⁽⁵⁾	⁽⁵⁾	Common Stock	1,100	$0	2,297	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. Award granted under the 2023 Omnibus Incentive Plan.

4. 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.

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.

7. 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 Robert Chumley report?

Robert Chumley reported an option grant, PSU and RSU awards, an exercise of performance units into shares, and a tax-related share withholding. These transactions reflect routine equity compensation activity rather than open-market buying or selling of Murphy USA stock.

How many Murphy USA (MUSA) shares did Robert Chumley acquire through equity awards?

Chumley received a stock option for 1,315 shares and new performance and restricted stock units totaling more than 2,400 units. These awards were granted at a price of $0 per unit under Murphy USA’s long-term incentive and omnibus incentive plans.

What was the tax withholding transaction in the Murphy USA (MUSA) Form 4?

The filing shows 798 Murphy USA common shares withheld at $363.36 per share for taxes. This code F transaction is a tax-withholding disposition tied to performance stock unit vesting, not an open-market sale initiated for investment purposes.

What stock option grant did Murphy USA (MUSA) report for SVP Robert Chumley?

Chumley was granted a stock option for 1,315 Murphy USA shares at an exercise price of $380.92. The option vests in two equal installments, with half vesting two years after the grant date and the remainder vesting three years after the grant date.

How many Murphy USA (MUSA) common shares does Robert Chumley own after these transactions?

After the reported transactions, Chumley directly owned 11,046.228 Murphy USA common shares. In addition to these shares, he also held various performance stock units, restricted stock units, and stock options granted under Murphy USA’s incentive plans.

What incentive plans are referenced in the Murphy USA (MUSA) Form 4 for Robert Chumley?

The equity awards were granted under the 2023 Omnibus Incentive Plan and the 2013 Long-Term Incentive Plan. These plans provide stock options, performance stock units, and restricted stock units as part of Murphy USA’s executive compensation structure.