Woodward Scott G. 4

What Happened
Scott G. Woodward, Senior VP of Merchandising at Murphy USA (MUSA), had 203 time‑based Restricted Stock Units (RSUs) vest and settle into common shares on Feb 6, 2026. The RSUs converted on a one‑for‑one basis (recorded as derivative exercise/conversion). To cover tax withholding, 99 of those shares were withheld and disposed, valued at $397.42 per share (total withheld ≈ $39,345). That leaves a net delivery of approximately 104 shares to the reporting person. The RSUs’ gross value at settlement was about $80,676 and the net value after withholding was about $41,332. The acquisition price for the RSUs is reported as $0 (typical for vested RSUs).

Key Details

• Transaction date: February 6, 2026; Form 4 filed Feb 9, 2026 (no indication of a late filing).
• Actions reported: M = exercise/conversion of derivative (203 RSU shares settled); F = shares withheld for tax liability (99 shares at $397.42/share; $39,345).
• Net shares received: ~104 shares (203 vested − 99 withheld).
• Values: Gross value ≈ $80,676; tax withholding ≈ $39,345; net received ≈ $41,332.
• Footnotes: F1/F4 indicate these were time‑based RSUs under the 2013 Long‑Term Incentive Plan and included dividend equivalents (F6). F2 confirms shares were withheld for taxes. F3 notes 2.912 shares included from the reporting person’s 401(k) plan per a Feb 5, 2026 statement. F5 notes these securities generally lack a conversion price/exercise date/expiration.
• This was a vesting/settlement event, not an open‑market buy or discretionary sale.

Context
This is a routine RSU vesting with share‑withholding to satisfy tax obligations (common practice and not a market sale). For retail investors, such transactions are informational about executive compensation and share issuance but do not by themselves indicate managerial buying or selling sentiment. The filing shows conversion of derivative awards (RSUs) and tax withholding rather than an open‑market transaction.