Emery Keith A. 4

What Happened

• Keith A. Emery, Senior Vice President & Chief Fuels Officer of Murphy USA (MUSA), exercised a total of 1,200 stock options on May 15, 2026 and immediately disposed of the resulting shares. Of the 1,200 shares from the exercise, 683 shares were withheld by the company to cover the exercise price and taxes (valued at $576.20 per share, totaling $393,545). The remaining 517 shares were sold in an open-market transaction at $574.49 per share, generating $297,011 in proceeds. This was a cashless/net exercise and sale rather than a fresh purchase of shares.

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 18, 2026 (timely filing).
• Exercises: 1,200 options exercised (500 + 700).
• Withheld for exercise/taxes (code F): 255 shares and 428 shares at $576.20 (total withheld = 683 shares; $146,931 + $246,614 = $393,545).
• Open-market sale (code S): 517 shares at $574.49 for $297,011.
• Net effect: No net increase in share count from this exercise—all 1,200 shares were either withheld or sold.
• Footnotes: F1 = net exercise with shares withheld using closing price $576.20 (May 14, 2026). F2 = award under the 2013 Long‑term Incentive Plan. F3 = option vesting schedule (half after two years, half after three).
• Filing timeliness: Reported within the normal SEC window (filed 3 days after transaction date, which is within the required two business‑day period given the calendar).

Context

• This was a cashless exercise: options were exercised and the company withheld shares to cover exercise price and taxes; remaining shares were sold immediately. Such transactions are common for option exercises and do not by themselves indicate a change in the insider’s long‑term view of the company.
• No purchase was made (not a bullish buy); the activity generated cash proceeds and satisfied tax/exercise obligations.