Bacon Renee M 4

What Happened

• Renee M. Bacon, Senior VP, Sales & Operations at Murphy USA (MUSA), had 609 time‑based RSUs vest and settle into 609 shares on Feb 6, 2026 (treated as a conversion/exercise). Of those, 256 shares were withheld to cover taxes (value $101,740), and the remaining 353 shares were sold in the open market on Feb 10, 2026 for $373.39 each, generating $131,807. This is a routine sale following RSU vesting rather than a purchase.

Key Details

• Transaction dates and prices:
  • 2026-02-06: 609 RSUs vested/settled into 609 shares (acquired at $0 per share under RSU settlement).
  • 2026-02-06: 256 shares withheld for taxes at $397.42 per share (tax withholding value $101,740).
  • 2026-02-10: 353 shares sold in open market at $373.39 per share (sale proceeds $131,807).
• Transaction codes: M = exercise/conversion of derivative (RSU settlement), F = tax withholding, S = open‑market sale.
• Footnotes of note:
  • Vesting/settlement were RSUs and dividend equivalents under the 2013 Long Term Incentive Plan (one‑for‑one share settlement).
  • The sale was executed under a Rule 10b5‑1 trading plan adopted Aug 11, 2025.
• Shares owned after the transactions: not specified in the Form 4.

Context

• This sequence is a standard RSU vest-and-sell flow: RSUs vested and converted to shares, some shares were withheld to satisfy tax obligations, and the remainder sold (consistent with a cashless settlement pattern). The sale was executed pursuant to a preexisting 10b5‑1 plan. The filing was submitted within the normal reporting window.