Smith Donald R Jr 4

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.