Keyes James W 4

What Happened

• James W. Keyes, a director of Murphy USA (MUSA), received an award of 421 restricted stock units (RSUs) on 2026-02-12 that vested/settled into shares. On 2026-02-13 he converted/exercised 349 derivative units into shares and the same 349 shares were disposed (reported as $0 in the filing).
• The filing reports $0.00 per share for the acquisitions/conversions, which reflects RSU settlement/exercise reporting — the Form 4 does not report cash sale proceeds in these line items.

Key Details

• Transaction dates and reported prices:
  • 2026-02-12: Grant/award of 421 RSUs (reported $0.00; treated as acquisition).
  • 2026-02-13: Exercise/conversion of 349 derivative units (acquired at $0.00) and simultaneous disposition of 349 shares (reported $0.00).
• Shares owned after the transaction: not specified in the provided excerpt.
• Relevant footnotes:
  • F1: RSUs and dividend equivalents vested and settled one-for-one into shares (fractional dividend equivalents paid in cash).
  • F2: Award granted under the 2023 Omnibus Incentive Plan.
  • F3: These securities generally do not carry a conversion price, exercisable date, or expiration date.
• Filing timeliness: The Form 4 was filed on 2026-02-17 for transactions dated 2026-02-12 and 2026-02-13. Form 4s are generally due within two business days of the transaction, so this filing appears to be late (filed ~4–5 days after the transactions).

Context

• The activity combines an award (acquisition of RSUs) and a same-day conversion/disposition of a portion of those units. When conversions are reported with an immediate disposition, that typically reflects settlement mechanics (e.g., converting RSUs and selling some shares), not necessarily a market-driven trade signal.
• This is routine compensation-related insider activity (receiving RSUs) coupled with an immediate conversion/disposition of part of the award; factual reporting is provided above without inferring motivation.