Murphy USA Inc.·4

Feb 13, 5:38 PM ET

Smith Donald R Jr 4

4 · Murphy USA Inc. · Filed Feb 13, 2026

Research Summary

AI-generated summary of this filing

Updated

Murphy USA Interim CFO Donald R. Smith Jr Receives Awards

What Happened

  • Donald R. Smith Jr, Interim Chief Financial Officer (also VP, CAO & Treasurer) reported multiple equity-related transactions on Feb 11, 2026. The filing shows acquisitions from exercises/conversions and awards (RSU/PSU-style derivatives) and disposals for tax/settlement purposes.
  • Totals reported: 3,882 shares acquired (1,005 shares from exercise/conversion + 865 + 524 + 262 + 1,226 shares from grants/awards) and 1,035 shares disposed (435 shares withheld for taxes and 600 shares reported as disposed), for a net increase of 2,847 shares. All transactions are reported at $0.00 per share in the filing (these were vestings/conversions/awards, not open-market purchases).

Key Details

  • Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (within the typical two-business-day reporting window).
  • Price: $0.00 reported for all items (reflects vesting/conversion/award settlement rather than a cash purchase).
  • Net change: +2,847 shares.
  • Tax withholding: 435 shares were withheld to satisfy tax obligations on PSU/RSU vesting (footnote F2).
  • Performance vesting: footnote F1 indicates performance-based RSUs vested at 165.3% of the original award and include dividend-equivalent shares.
  • Plans/awards: awards issued under company incentive plans (footnotes F3, F7); some units include dividend equivalents (F6); certain derivative instruments have no conversion price/exercise/expiration dates per F5.
  • Filing timeliness: not indicated as late; filed two days after the reported transactions.

Context

  • These transactions largely reflect compensation-related equity activity (vested performance RSUs/RSUs and conversions/exercises) rather than open-market buying or opportunistic selling. Shares withheld for taxes are a routine part of equity vesting. Because the reported per-share price is $0.00, the Form 4 is documenting settlement/vesting events rather than purchases on the open market.

Insider Transaction Report

Form 4
Period: 2026-02-11
Smith Donald R Jr
Interim CFO; VP, CAO & Treas.
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-11+1,00522,252.207 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-1143521,817.207 total
  • Award

    Stock Option

    [F3][F4]
    2026-02-11+865865 total
    Exercise: $380.92Exp: 2033-02-11Common Stock (865 underlying)
  • Award

    Performance Stock Unit

    [F3][F5]
    2026-02-11+5242,024 total
    Common Stock (524 underlying)
  • Award

    Restricted Stock Unit

    [F3][F5][F6]
    2026-02-11+262715.41 total
    Common Stock (262 underlying)
  • Award

    Restricted Stock Unit

    [F3][F5][F6]
    2026-02-11+1,2261,941.41 total
    Common Stock (1,226 underlying)
  • Exercise/Conversion

    Performance Stock Unit

    [F7][F5]
    2026-02-116001,424 total
    Common Stock (600 underlying)
Holdings
  • Common Stock

    (indirect: By Trust)
    561.23
Footnotes (7)
  • [F1]Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 165.3% of the original award plus shares equivalent in value to accumulated dividends.
  • [F2]Shares withheld for taxes on PSU vesting.
  • [F3]Awarded under the 2023 Omnibus Incentive Plan.
  • [F4]The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.
  • [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.
  • [F7]Award granted under the 2013 Long-term Incentive Plan.
Signature
/s/ Gregory L. Smith, attorney-in-fact|2026-02-13

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT