Emery Keith A. 4

What Happened

• Keith A. Emery, Senior Vice President – Fuels at Murphy USA (MUSA), had 254 time‑based Restricted Stock Units (RSUs) vest and settle into 254 shares on 2026-02-06. To cover tax withholding, 124 of those shares were withheld, valued at approximately $397.42 per share (total ≈ $49,280). The vesting/settlement is reported as an exercise/conversion of a derivative (code M) and the withholding is reported as a disposition for tax purposes (code F).

Key Details

• Transaction date: 2026-02-06; Form 4 filed 2026-02-09 (timely).
• Shares vesting/settling: 254 shares acquired at $0.00 (RSU settlement).
• Shares withheld for taxes: 124 shares disposed at $397.42 each, total ≈ $49,280.
• Net shares delivered to insider: 254 vested − 124 withheld = 130 shares (implicit; final ownership not reported here).
• Notable footnotes:
  • F1: Time‑based RSUs and dividend equivalents vested and settled one‑for‑one.
  • F2: Shares were withheld to satisfy tax withholding on RSU vesting.
  • F3: Award was a Restricted Stock Unit under the 2013 Long‑term Incentive Plan.
  • F4/F5: Securities lack conversion price/exercise/expiration; dividend equivalents included.
• Transaction codes explained: M = exercise/conversion of derivative (here, RSU settlement); F = shares withheld/paid for taxes on vesting.

Context

• This was a routine RSU vesting and tax withholding, not an open‑market buy or sell by intent. The withholding of shares to cover taxes is common on RSU settlements and does not necessarily indicate a change in the insider’s market view. The filing shows the settlement and tax withholding, and was submitted within the required reporting window.