Smith Donald R Jr 4
4 · Murphy USA Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
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
Murphy USA Inc.MUSA
Smith Donald R Jr
Interim CFO; VP, CAO & Treas.
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-11+1,005→ 22,252.207 total - Tax Payment
Common Stock
[F2]2026-02-11−435→ 21,817.207 total - Award
Stock Option
[F3][F4]2026-02-11+865→ 865 totalExercise: $380.92Exp: 2033-02-11→ Common Stock (865 underlying) - Award
Performance Stock Unit
[F3][F5]2026-02-11+524→ 2,024 total→ Common Stock (524 underlying) - Award
Restricted Stock Unit
[F3][F5][F6]2026-02-11+262→ 715.41 total→ Common Stock (262 underlying) - Award
Restricted Stock Unit
[F3][F5][F6]2026-02-11+1,226→ 1,941.41 total→ Common Stock (1,226 underlying) - Exercise/Conversion
Performance Stock Unit
[F7][F5]2026-02-11−600→ 1,424 total→ Common Stock (600 underlying)
Holdings
- 561.23(indirect: By Trust)
Common Stock
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