Woodward Scott G. 4

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

AI-generated summary of this filing

Updated Feb 13, 2026

Murphy USA (MUSA) SVP Scott Woodward Exercises Awards; Shares Withheld

What Happened

Scott G. Woodward, Senior VP of Merchandising at Murphy USA (MUSA), had performance- and grant-based equity convert/vest on Feb 11, 2026. The filing shows he acquired a total of 3,344 shares through conversions/awards (669 + 759 + 460 + 230 + 1,226) and had 297 shares withheld to satisfy tax withholding (treated as a disposition valued at $363.36 per share, ~$107,918). The filing also reports a separate 400-share derivative conversion listed as a disposition at $0.
These were not open-market purchases or sales; they reflect awards/derivative settlements (PSUs/RSUs and related units) rather than a buy/sell decision in the market.

Key Details

Transaction date: February 11, 2026; Form 4 filed Feb 13, 2026 (timely).
Notable amounts: 3,344 shares acquired via awards/conversions; 297 shares withheld for taxes (297 x $363.36 = $107,918 reported); 400 shares shown as a derivative disposition at $0.
Transaction codes: M = exercise/conversion of derivative; A = grant/award acquisition; F = payment of exercise price or tax liability (tax withholding).
Footnotes of interest:
- F1: Performance-based RSUs/PSUs vested and settled into shares; payout reflects 165.3% of original award plus dividend equivalents.
- F2: 297 shares withheld to satisfy tax withholding on PSU vesting.
- F3/F5/F6: Awards granted under the 2013 LTIP; many of these derivative units do not carry a conversion price/exercise date/expiration and include dividend equivalents.
- F4: (Where relevant) option vesting details noted for certain awards (half vests after two years, remainder after three).
Shares owned after these transactions: not specified in the summary data provided in this request.

Context

This appears to be a routine vesting/settlement of performance- and service-based equity awards, with shares withheld to cover taxes (a common cashless-withholding practice). These are derivative settlements, not open-market purchases or discretionary sales, so they generally shouldn't be read as a directional bet by the insider.

Form 4

Period: 2026-02-11

SVP Merchandising

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-11+669→ 773 total
Tax Payment
Common Stock
[F2]
2026-02-11$363.36/sh−297$107,918→ 476 total
Award
Stock Option
[F3][F4]
2026-02-11+759→ 759 total
Exercise: $380.92Exp: 2033-02-11→ Common Stock (759 underlying)
Award
Performance Stock Unit
[F3][F5]
2026-02-11+460→ 1,460 total
→ Common Stock (460 underlying)
Award
Restricted Stock Unit
[F3][F5][F6]
2026-02-11+230→ 532.208 total
→ Common Stock (230 underlying)
Award
Restricted Stock Unit
[F3][F5][F6]
2026-02-11+1,226→ 1,758.208 total
→ Common Stock (1,226 underlying)
Exercise/Conversion
Performance Stock Unit
[F3][F5]
2026-02-11−400→ 1,060 total
→ Common Stock (400 underlying)

Holdings

Footnotes (6)

[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]Award granted under the 2013 Long-term 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.

Signature

/s/ Gregory L. Smith, attorney-in-fact|2026-02-13

1 file