Emery Keith A. 4

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

AI-generated summary of this filing

Updated Feb 13, 2026

Murphy USA (MUSA) SVP Keith Emery Receives Awards, Withholds Shares

What Happened

Keith A. Emery, SVP Fuels at Murphy USA (MUSA), had performance-based and other equity awards vest/convert on 2026-02-11. The filing shows a series of acquisitions/settlements (totaling 3,608 shares) and share dispositions used to cover taxes and settlements.
Specifics: acquisitions/settlements include 838 shares (exercise/conversion) and grant/award entries of 809, 490, 245, and 1,226 shares (total acquired 3,608). Dispositions include 368 shares withheld for taxes at $363.36 per share (value ≈ $133,716) and 500 shares shown as disposed (reported $0 value). Net from these entries: +2,740 shares.
This activity reflects awards vesting/settlement rather than an open-market purchase; the 368-share disposition is tax withholding (a routine administrative sale).

Key Details

Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely).
Prices reported: most awards/settlements at $0.00 (typical for vested RSUs/PSUs); 368 shares withheld at $363.36 each (≈ $133,716).
Net change from listed entries: +2,740 shares (3,608 acquired − 868 disposed/withheld).
Shares owned after the transactions: not specified in the filing.
Notable footnotes: F1 indicates performance-based RSUs vested and settled at 165.3% of the original award plus dividend equivalents; F2 confirms shares withheld to cover taxes; F3/F7 identify the applicable incentive plans; F6 notes dividend equivalents accrued. F5/F4 are plan mechanics references for conversion/exercise/vesting schedules.
Filing timeliness: appears timely (filed two days after the transaction date).

Context

These were primarily award vestings/derivative conversions (codes A and M). The 368-share disposition is a tax-withholding event (code F), a routine administrative action that does not necessarily indicate selling for investment reasons. The transactions do not reflect an open-market buy/sell intention by the insider.

Form 4

Period: 2026-02-11

SVP Fuels

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-11+838→ 1,267 total
Tax Payment
Common Stock
[F2]
2026-02-11$363.36/sh−368$133,716→ 899 total
Award
Stock Option
[F3][F4]
2026-02-11+809→ 809 total
Exercise: $380.92Exp: 2033-02-11→ Common Stock (809 underlying)
Award
Performance Stock Unit
[F3][F5]
2026-02-11+490→ 1,690 total
→ Common Stock (490 underlying)
Award
Restricted Stock Unit
[F3][F5][F6]
2026-02-11+245→ 597.674 total
→ Common Stock (245 underlying)
Award
Restricted Stock Unit
[F3][F5][F6]
2026-02-11+1,226→ 1,823.674 total
→ Common Stock (1,226 underlying)
Exercise/Conversion
Performance Stock Unit
[F7][F5]
2026-02-11−500→ 1,190 total
→ Common Stock (500 underlying)

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]Award granted 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

1 file