Smith Donald R Jr 4

4 · Murphy USA Inc. · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

Murphy USA (MUSA) VP Donald R. Smith Jr Receives RSUs; 149 Shares Withheld

What Happened

Donald R. Smith Jr, VP, CAO & Treasurer of Murphy USA (MUSA), had 305 time‑based Restricted Stock Units (RSUs vest and settle) on Feb 6, 2026. The RSUs converted into 305 shares (exercise/settlement at $0.00). To satisfy tax withholding, 149 of those shares were withheld (disposed) at an implied value of $397.42 per share, totaling $59,216. Net shares added to his holdings from this vesting were 156 shares. Dividend equivalent units associated with the RSUs also were included.

Key Details

Transaction date: 2026-02-06
Primary actions: RSU vesting/settlement (M) — 305 shares acquired at $0.00; tax withholding (F) — 149 shares withheld/disposed at $397.42 each = $59,216
Net shares retained from vesting: 305 − 149 = 156 shares
Footnotes: F1 confirms these were time‑based RSUs (settled one‑for‑one); F2 notes shares were withheld for taxes; F6 notes dividend equivalent units accrued; F3 indicates 2.06 shares are included via the reporting person’s 401(k) plan (plan statement dated Feb 5, 2026).
These transactions reflect routine RSU vesting and tax withholding, not an open‑market sale or a purchase.

Context

This was a vesting/settlement of RSUs (award conversion), with shares withheld to cover tax obligations — a common, non‑directional administrative event. The “M” code here reflects conversion/exercise of a derivative-like award (RSU settlement); the “F” code reflects tax withholding. This filing does not indicate a discretionary market sale or indicative purchase decision by the insider.

Form 4

Period: 2026-02-06

Interim CFO; VP, CAO & Treas.

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-06+305→ 21,396.207 total
Tax Payment
Common Stock
[F2]
2026-02-06$397.42/sh−149$59,216→ 21,247.207 total
Exercise/Conversion
Restricted Stock Unit
[F4][F5][F1][F6]
2026-02-06−305→ 453.41 total
→ Common Stock (305 underlying)

Holdings

Footnotes (6)

[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.
[F2]Shares withheld for taxes on RSU vesting.
[F3]Includes 2.06 shares acquired through the reporting person's 401(k) Plan. The information in this report is based on a plan statement dated February 5, 2026.
[F4]Represents Restricted Stock Unit Award granted under the 2013 Long-term Incentive Plan.
[F5]These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
[F6]Includes dividend equivalent units accrued with respect to the underlying RSUs.

Signature

/s/ Gregory L. Smith, attorney-in-fact|2026-02-09

1 file