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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-16 · 244 added, 280 removed, 1076 unchanged (33% of the section changed)

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Other information required by this item is incorporated by reference to the Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the captions “Election of Directors” and “Committees”.

Murphy USA has adopted a Code of Business Conduct and Ethics, which can be found under the Corporate Governance tab at http://ir.corporate.murphyusa.com .

Murphy USA has adopted a Code of Business Conduct and Ethics, which can be found under the Corporate Governance tab at https://ir.corporate.murphyusa.com .

Stockholders may also obtain free of charge a copy of the Code of Business Conduct and Ethics by writing to the Company’s Secretary at P.O.

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Any future amendments to or waivers of the Company’s Code of Business Conduct and Ethics will be posted on the Company’s Internet Web site.

The Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

The Company's Stock Transaction Guidelines is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners,” “Security Ownership of Management,” and “Equity Compensation Plan Information.”

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Consolidated Balance Sheets

Consolidated Income Statements

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

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Note 19 - Contingencies

Note 2 0 - Leases

Note 20 - Lease Accounting

Note 21 - Recent Accounting and Reporting Rules

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(incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)

2.2 Agreement and Plan of Merger by and amount Quick Chek Corporation, Murphy USA NJ, Inc., Murphy USA Inc.

and Fortis Advisors LLC, a Shareholder Representative, dated December 12, 2020 (incorporated by reference to Exhibit 2.1 to Murphy USA's Current Report on Form 8-K filed February 1, 2021)

2.3 Amendment to Agreement and Plan of Merger, dated as of January 29, 2021, by and among Murphy USA Inc., Quick Chek Corporation, Murphy USA NJ, Inc.

and Fortis Advisors LLC (incorporated by reference to Exhibit 2.2 to Murphy USA's Current Report on Form 8-K filed February 1, 2021)

3.1 Murphy USA Inc.

Amended and Restated Certificate of Incorporation (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Murphy USA's Current Report on Form 8-K filed May 14, 2024)

3.2 Murphy USA Inc.

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 Murphy USA’s Current Report on Form 8-K filed March 18, 2022)

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 Murphy USA’s Current Report on Form 8-K filed May 14, 2024)

3.3 Murphy USA Inc.

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 Murphy USA’s Current Report on Form 8-K filed May 14, 2024)

4.1 Indenture (including form of notes) dated as of April 25, 2017 among Murphy Oil USA, Inc., Murphy USA Inc., as a guarantor, the other guarantors party thereto and U.S.

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4.4* Description of Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

10.1 Tax Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.

(incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)

10.1 Severance Protection Agreement dated as of August 20, 2013 between Murphy USA and R.

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10.7 Form of Murphy USA 2013 Long-Term Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.12 to Murphy USA Inc's Annual Report on Form 10-K filed on February 19 2021)†

10.9 Form of Murphy USA 2013 Non-Employee Director Award (incorporated by reference to Exhibit 10.13 to Murphy USA Inc's Annual Report on Form 10-K file February 19, 2021)†

10.10 Murphy USA Inc.

2019 Annual Incentive Plan, as amended and restated, on February 7, 2019 and effective as of January 1, 2019 (incorporated by reference to Exhibit 10.20 to Murphy USA's Annual Report on Form 10-K filed February 19, 2019)†

10.8 Form of Murphy USA 2013 Non-Employee Director Award (incorporated by reference to Exhibit 10.13 to Murphy USA Inc's Annual Report on Form 10-K filed February 19, 2021)†

10.9 Credit Agreement, dated as of January 29, 2021, by and among Murphy USA Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Murphy USA's Current Report on Form 8-K as filed February 1, 2021)

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10.16 First Amendment Agreement, dated as of March 8, 2023, to the Credit Agreement dated as of January 29, 2021, among Murphy USA Inc., Murphy Oil USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed May 4, 2023)

10.19 Form of 2023 Omnibus Incentive Plan Option Grant Agreement (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.20 Form of 2023 Omnibus Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.2 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.21 Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award) (incorporated by reference to Exhibit 10.3 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.22 Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees) (incorporated by reference to Exhibit 10.4 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.17* Form of 2023 Omnibus Incentive Plan Option Grant Agreement†

10.18* Form of 2023 Omnibus Incentive Plan Performance Share Agreement†

10.19* Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award)†

10.20* Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees)†

10.21 Second Amendment Agreement, dated as of June 26, 2023, to the Credit Agreement dated as of January 29, 2021, as amended as of March 8, 2023, by and among Murphy USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A.

as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.5 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)

10.24* Murphy USA Inc 2019 Annual Incentive Plan, as amended and restated, on November 30, 2023 and effective January 1, 2024†

10.22 Murphy USA Inc.

2019 Annual Incentive Plan, as amended and restated, and effective as of August 14, 2024 (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed October 31, 2024)†

19.1* Murphy USA Inc.

Stock Transaction Guidelines

21* List of Subsidiaries of Murphy USA

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer

97.1* Murphy USA Inc 2023 Financial Restatement Compensation Recoupment Policy

97.1* Murphy USA Inc.

Financial Restatement Compensation Recoupment Policy

INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents

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Goebel, Director Rosemary Turner, Director

Holliger /s/ Mindy K.

Holliger, Director Mindy K.

West, Executive Vice President, Fuels,

Treasurer, and Chief Financial Officer

Galagher Jeff

Keyes, Director C.

Galagher Jeff, Executive Vice President

and Chief Financial Officer

(Principal Financial Officer)

Keyes /s/ Donald R.

Keyes, Director Donald R.

Vice President and Controller

Landen /s/ Donald R.

Landen, Director Donald R.

Smith, Jr., Vice President,

Chief Accounting Officer and Treasurer

(Principal Accounting Officer)

Landen, Director

REPORT OF MANAGEMENT- CONSOLIDATED FINANCIAL STATEMENTS

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We have audited the accompanying consolidated balance sheets of Murphy USA Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated income statements, statements of comprehensive income, statements of cash flows, and statements of changes in equity for each of the years in the three‑year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2024, and the related notes and schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

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As discussed in Note 2 to the consolidated financial statements, the Company assesses its property, plant and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable.

The property, plant and equipment balance, at cost less accumulated depreciation, as of December 31, 2023 was $2,571.8 million.

Some retail sites may generate negative cash flow or experience events that indicate carrying values might not

be recovered, indicating a higher risk that these retail sites might be impaired.

The property, plant and equipment

balance, at cost less accumulated depreciation, as of December 31, 2024 was $2,813.2 million.

Some retail sites may generate negative cash flow or experience events that indicate carrying values might not be recovered, indicating a higher risk that these retail sites might be impaired.

This requires the Company to consider profitability and retail site specific factors when evaluating its retail sites for impairment in order to determine whether or not an impairment triggering event has occurred.

We identified the assessment of impairment triggering events related to property, plant and equipment as a critical audit matter.

We identified the assessment of impairment triggering events related to certain property, plant and equipment as a critical audit matter.

The determination of the asset group level, the evaluation of retail site profitability, and the assessment of retail site specific factors involved challenging auditor judgment, as changes to those factors could have a significant impact on the Company's assessment of an impairment triggering event.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated income statements, statements of comprehensive income, statements of cash flows, and statements of changes in equity for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 15, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2024, and the related notes and schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 20, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Marketable securities, non-current — 4.4

Property, plant and equipment, at cost less accumulated depreciation

and amortization of $ 1,739.2 in 2023 and $ 1,553.1 in 2022, respectively

Property, plant and equipment, at cost less accumulated depreciation and amortization of $ 1,931.4 in 2024 and $ 1,739.2 in 2023, respectively

2,813.2 2,571.8

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Stockholders' Equity

Preferred Stock, par $ 0.01 , (authorized 20,000,000 shares,

none outstanding)

Common Stock, par $ 0.01 , (authorized 200,000,000 shares,

46,767,164 shares issued at December 31, 2023 and 2022, respectively)

Treasury stock ( 25,929,836 and 25,017,324 shares held at

December 31, 2023 and 2022, respectively)

Preferred Stock, par $ 0.01 , (authorized 20,000,000 shares, none outstanding)

Common Stock, par $ 0.01 , (authorized 200,000,000 shares, 46,767,164 shares issued at December 31, 2024 and 2023, respectively)

Treasury stock ( 26,750,846 and 25,929,836 shares held at December 31, 2024 and 2023, respectively)

( 3,391.3 ) ( 2,957.8 )

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Retained earnings 3,743.4 3,278.1

Accumulated other comprehensive income (AOCI) — ( 0.5 )

Total stockholders' equity 840.1 828.9

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Murphy USA Inc.

Consolidated Income Statements

Consolidated Statements of Income

Years Ended December 31,

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Depreciation and amortization 248.0 228.7 220.4

Impairment of properties 8.2 — —

Selling, general and administrative 235.4 240.5 232.5

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Interest rate swap:

Realized gain (loss) — — ( 0.1 )

Unrealized gain (loss) — — 0.1

Marketable securities:

Unrealized gain (loss) — 0.1 —

Reclassified to interest expense (interest rate swap):

Realized (gain) loss reclassified to interest expense — — 0.1

Amortization of unrealized gain to interest expense 0.6 0.9 0.9

Reclassifications:

Amortization of unrealized (gain) loss to interest expense — 0.6 0.9

Deferred income tax expense (benefit) — 0.2 0.2

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Depreciation and amortization 248.0 228.7 220.4

Impairment of properties 8.2 — —

Deferred and noncurrent income tax charges (benefits) 14.0 2.0 31.5

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Property additions ( 458.1 ) ( 335.6 ) ( 305.3 )

Payments for acquisition, net of cash acquired — — ( 641.1 )

Proceeds from sale of assets 2.0 2.4 8.8

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Repayments of debt ( 666.7 ) ( 23.4 ) ( 20.2 )

Debt issuance costs — — ( 9.9 )

Amounts related to share-based compensation ( 30.4 ) ( 21.1 ) ( 19.8 )

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Net income — — — — 502.5 — 502.5

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.5 0.5

Cash dividends declared, ($ 1.79 per share)

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Following the separation, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA.

On January 29, 2021, MUSA acquired 100 % of Quick Chek Corporation ("QuickChek"), a privately held convenience store chain with a strong regional brand that consisted of 156 stores at the time of acquisition, located in New Jersey and New York, in an all-cash transaction.

On January 29, 2021, the Company acquired 100 % of Quick Chek Corporation ("QuickChek" or "QC"), a privately held convenience store chain with a strong regional brand that consisted of 156 stores at the time of acquisition, located in New Jersey and New York, in an all-cash transaction.

Murphy USA markets refined products through a network of retail gasoline stores and to unbranded wholesale customers.

In addition, we operate non-fuel convenience stores in select markets.

The Company owns and operates a chain of retail stores under the brand name of Murphy USA ® and Murphy Express, most of which are located in close proximity to Walmart stores, and also has a mix of convenience stores with and without retail gasoline that operate under the name of QuickChek ® .

At December 31, 2024, the Company had a total of 1,757 Company stores in 27 states, of which 1,601 were branded as Murphy and 156 were the QuickChek brand.

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and certain of its subsidiaries operate on a calendar year basis, while the QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks.

For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023 and for 2022, the QuickChek results cover the period January 1, 2022 to December 30, 2022 and for 2021 covered the period January 29, 2021 (date of acquisition) to December 31, 2021.

For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024.

For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023.

The difference in the timing of the period ends is immaterial to the overall consolidated results.

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The Company often pays or receives funds related to the buy/sell arrangement based on location or quality differences.

The Company accounts for such transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in its Consolidated Income Statements.

The Company accounts for such transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in its Consolidated Statements of Income.

See Note 3 "Revenues" for additional information.

SHIPPING AND HANDLING COSTS – Costs incurred for the shipping and handling of motor fuel are included in Petroleum product cost of goods sold in the Consolidated Income Statements.

Costs incurred for the shipping and handling of convenience store merchandise are included in Merchandise cost of goods sold in the Consolidated Income Statements.

SHIPPING AND HANDLING COSTS – Costs incurred for the shipping and handling of motor fuel are included in Petroleum product cost of goods sold in the Consolidated Statements of Income.

Costs incurred for the shipping and handling of convenience store merchandise are included in Merchandise cost of goods sold in the Consolidated Statements of Income.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TAXES COLLECTED FROM CUSTOMERS AND REMITTED TO GOVERNMENT AUTHORITIES – Excise and other taxes collected on sales of refined products and remitted to governmental agencies are included in operating revenues and operating expenses in the Consolidated Income Statements.

TAXES COLLECTED FROM CUSTOMERS AND REMITTED TO GOVERNMENT AUTHORITIES – Excise and other taxes collected on sales of refined products and remitted to governmental agencies are included in Operating Revenues and Operating Expenses in the Consolidated Statements of Income.

Excise taxes on petroleum products collected and remitted were $ 2.3 billion in 2024, $ 2.3 billion in 2023, and $ 2.2 billion in 2022.

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If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods.

In 2024, the company recognized impairment charges of $ 8.2 million and had no impairment charges in both 2023 and 2022.

ASSET RETIREMENT OBLIGATIONS – The Company records a liability for asset retirement obligations (“ARO”) equal to the fair value of the estimated cost to retire an asset.

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Actual costs of asset retirements such as dismantling service stores and site restoration are charged against the related liability.

Any difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability is recognized as a gain or loss in the Company’s Consolidated Income Statements.

ENVIRONMENTAL LIABILITIES – A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated.

If there is a range of reasonably

Any difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability is recognized as a gain or loss in the Company’s Consolidated Statements of Income.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used.

ENVIRONMENTAL LIABILITIES – A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated.

If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used.

Related expenditures are charged against the liability.

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The accounting principles for income tax uncertainties permit recognition of income tax benefits only when they are more likely than not to be realized.

The Company has elected to classify any interest expense and penalties related to the underpayment of income taxes in Income tax expense in the Consolidated Income Statements.

The Company has elected to classify any interest expense and penalties related to the underpayment of income taxes in Income tax expense in the Consolidated Statements of Income.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES – The fair value of a derivative instrument is recognized as an asset or liability in the Company’s Consolidated Balance Sheets.

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The effective portion of the change in the fair value of a qualifying cash flow hedge is recorded in Accumulated other comprehensive income (AOCI) in the Consolidated Balance Sheets until the hedged item is recognized currently in earnings.

If a derivative instrument no longer qualifies as a cash flow hedge and the underlying forecasted transaction is no longer probable of occurring, hedge accounting is discontinued and the gain or loss recorded in Accumulated other comprehensive income is recognized immediately in earnings.

If a hedge is de-designated, hedge accounting will no longer apply and from that time the gain and losses will be recognized in earnings and any accumulated amounts in other comprehensive income will be amortized to earnings over the remaining life of the underlying instrument.

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See Note 12 "Incentive Plans" for a discussion of the basis of allocation of such costs.

USE OF ESTIMATES – In preparing the financial statements of the Company in conformity with U.S.

GAAP, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities.

Actual results may differ from

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the estimates.

USE OF ESTIMATES – In preparing the financial statements of the Company in conformity with U.S.

GAAP, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities.

Actual results may differ from the estimates.

On an ongoing basis, we review our estimates based on currently available information.

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These receivables are typically collected in two to seven days , depending on the terms with the particular credit/debit card providers.

Payment fees retained by the credit/debit card providers are recorded as store and other operating expenses.

Payment fees retained by the credit/debit card providers are recorded as Store and other operating expenses in the Consolidated Statements of Income.

Petroleum product sales (at wholesale).

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The transaction price typically includes some portion of sales tax as levied in the respective jurisdictions.

Those taxes that are collected for remittance to governmental entities on a pass through basis are not recognized as revenue and they are recorded to a liability account until they are paid.

As noted above, a mixture of payment types are used for these revenues and the same terms for credit/debit card receivables are realized.

Those taxes that are collected for remittance to governmental

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

entities on a pass through basis are not recognized as revenue and they are recorded to a liability account until they are paid.

As noted above, a mixture of payment types are used for these revenues and the same terms for credit/debit card receivables are realized.

With respect to merchandise sales revenue we must determine whether we are the principal or agent for some categories of merchandise such as scratch-off lottery tickets, lotto tickets, newspapers and other small categories of merchandise.

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The rewards may be redeemed for free or discounted merchandise or cash discounts at all stores and on fuel purchases at Murphy branded stores.

Earned rewards expire after an account is inactive for a period of 90 days at Murphy branded stores, while certain QuickChek rewards require use within the month.

Earned rewards expire after an account is inactive for a period of 90 days at Murphy branded stores, while certain QC rewards require use within the month.

We recognize loyalty revenue when a customer redeems an earned reward.

Deferred revenue associated with both rewards programs are included in Trade accounts payable and accrued liabilities in our Consolidated Balance Sheet.

Deferred revenue associated with both rewards programs are included in Trade accounts payable and accrued liabilities in our Consolidated Balance Sheets.

The deferred revenue balances at December 31, 2024 and 2023 were immaterial.

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Accounts receivable

Trade accounts receivable on the balance sheet represents both receivables related to contracts with customers and other trade receivables.

At December 31, 2023 and December 31, 2022, we had $ 178.2 million and $ 164.1 million of receivables, respectively, related to contracts with customers recorded.

Trade accounts receivable on the Consolidated Balance Sheet represents both receivables related to contracts with customers and other trade receivables.

At December 31, 2024 and 2023, we had $ 110.5 million and $ 178.2 million of receivables, respectively, related to contracts with customers recorded.

All of the trade accounts receivable related to contracts with customers outstanding at the end of each period were collected during the succeeding quarter.

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Total inventories $ 401.6 $ 341.2

At December 31, 2023 and 2022, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 209.7 million and $ 249.1 million, respectively, and store merchandise for resale by $ 2.4 million and $ 1.6 million, respectively.

At December 31, 2024 and 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 189.1 million and $ 209.7 million, respectively, and for store merchandise for resale this amount was zero and $ 2.4 million at December 31, 2024 and 2023, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — Marketable Securities

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The goal of the Company's investment policy, in order of priority, are as follows:

(1) preservation of principal, (2) maintaining a high degree of liquidity to meet cash flow requirements, and (3) deliver competitive returns subject to prevailing

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

market conditions and the Company's stated objectives related to safety and liquidity.

(1) preservation of principal, (2) maintaining a high degree of liquidity to meet cash flow requirements, and (3) deliver competitive returns subject to prevailing market conditions and the Company's stated objectives related to safety and liquidity.

Nothing in the policy is intended to indicate that management must invest excess operational cash;

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All marketable securities in the periods presented have been classified as available-for-sale.

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at December 31, 2023 and December 31, 2022 consist of the following:

The Company held no marketable securities at December 31, 2024.

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at December 31, 2023 consist of the following:

December 31, 2023

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Total marketable securities $ 11.5 $ — $ — $ 11.5

December 31, 2022

(Millions of dollars) Amortized

Losses Estimated

Available-for-sale securities:

Marketable securities current

Government bonds $ 8.8 — — $ 8.8

Corporate bonds 6.0 — — 6.0

Corporate bonds 3.0 — — 3.0

Investment income receivable 0.1 — — 0.1

17.9 — — 17.9

Marketable securities non-current

Corporate bonds 4.4 — — 4.4

Total marketable securities $ 22.3 $ — $ — $ 22.3

There was no impairment on any available-for-sale marketable securities as of December 31, 2024 or December 31, 2023.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost basis and fair value of the Company's available-for-sale marketable securities at December 31, 2023, by contractual maturity, are as follows:

(Millions of dollars) Amortized Cost Fair Value

Less than 1 year $ 11.4 $ 11.4

1 to 2 years — —

Total $ 11.4 $ 11.4

There was no impairment on any available-for-sale marketable securities as of December 31, 2023 or December 31, 2022.

Note 6 – Property, Plant and Equipment

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Intangible lease liability 9.4 ( 9.1 ) ( 6.6 ) ( 9.1 ) ( 7.3 )

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Remaining Useful Life (in years) December 31, 2023 December 31, 2022

(Millions of dollars) Cost Net Cost Net

Total intangible assets subject to amortization 30.5 24.1 30.5 24.4

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Trade name 115.4 115.4 115.4 115.4

Liquor licenses — — 0.2 0.2

Total intangible assets not subject to amortization 115.4 115.4 115.6 115.6

Intangible assets, net of amortization $ 145.9 $ 139.5 $ 145.9 $ 139.8

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Accounts Payable and Accrued Liabilities

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Accrued compensation and benefits 39.9 50.1

Accrued capital expenditures 55.1 14.9

Current operating lease liabilities 23.7 22.1

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Term loan due 2028 (effective interest rate of 6.44 % at 2024 and 7.23 % at 2023) net of unamortized discount of $ 0.4 at 2024 and $ 0.6 at 2023

Revolving credit facility, due 2026 (weighted average interest rate of 7.55 % at December 31, 2024

Capitalized lease obligations, autos and equipment, due through 2028

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Total long-term debt, net of current $ 1,832.7 $ 1,784.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On April 25, 2017, Murphy Oil USA, Inc.

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The net proceeds from the issuance of the 2029 Senior Notes were used to fund, in part, the tender offer and redemption of a prior note issuance.

The 2029 Senior Notes are fully and unconditionally guaranteed by the Company and by the Company's 100% owned subsidiaries that guarantee our Credit Facilities.

The 2029 Senior Notes are fully and unconditionally guaranteed

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

by the Company and by the Company's subsidiaries that guarantee our Credit Facilities.

The indenture governing the 2029 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 Senior Notes.

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The term loan is due January 2028, and we are required to make quarterly principal payments of $ 1 million, which began on July 1, 2021.

As of December 31, 2023, we had no outstanding borrowings under the Revolving Facility and had $ 6.2 million in outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility).

As of December 31, 2024, we had $ 56.0 million of outstanding borrowings under the Revolving Facility and $ 6.2 million of outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility).

Interest payable on the Term Facility is based on either:

• the term overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);

• the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00 % per annum,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• the term secured overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);

• the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00 % per annum,

plus, (A) in the case of Adjusted Term SOFR Rate borrowings, a spread of 1.75 % per annum and (B) in the case of Alternate Base Rate borrowings, a spread of 0.75 % per annum.

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• the term secured overnight financing rate, plus 0.10 % credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0 % floor;

• the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate", (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted SOFR Rate plus 1.00 % per annum,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted SOFR Rate plus 1.00 % per annum,

plus, (A) in the case of Adjusted SOFR Rate borrowings, a spread of 1.75 % to 2.25 % per annum depending on a total debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, spreads ranging from 0.75 % to 1.25 % per annum depending on a total debt to EBITDA ratio.

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The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.

The Revolving Facility credit agreement also impose total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.

The Revolving Facility credit agreement also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.

Pursuant to the total leverage ratio financial maintenance covenant, the Company must maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a maximum secured net leverage ratio of not more than 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.25 to 1.0.

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At December 31, 2024, our total leverage ratio was 1.80 to 1.0 which meant our ability at that date to make restricted payments was not limited.

If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including an ability to make restricted payments in cash in an aggregate not to exceed the greater of $ 115.6 million or 4.50 % of consolidated net tangible assets over the life of the credit agreement.

If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including an ability to make restricted payments in cash in an aggregate amount not to exceed the greater of $ 119.6 million, or 4.5 % of consolidated net tangible assets over the life of the credit agreement.

All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc.

and the guarantors party to the guarantee and collateral agreement in respect thereof.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Asset Retirement Obligations ("ARO")

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In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the beginning and ending aggregate carrying amount of the ARO is shown in the following table:

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Total $ 149.1 $ 177.6 $ 210.9

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

An analysis of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 showing the tax effects of significant temporary differences is as follows:

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Total gross deferred tax assets 144.1 132.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of dollars) 2024 2023

Deferred tax liabilities

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A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the year ended December 31, 2024 and 2023 is shown in the following table:

Year Ended December 31,

Years Ended December 31,

(Millions of dollars) 2024 2023

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Income tax expense for the years ended December 31, 2024, 2023 and 2022 included immaterial amounts of interest and penalties, associated with uncertain tax positions.

Of these amounts shown in the table, $ 0.4 million and $ 0.5 million represent the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate for the years ended December 31, 2023 and 2022, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Of these amounts shown in the table, the amount that represents the unrecognized tax benefits that, if recognized, would impact our effective tax rate were none and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively.

During the next twelve months, the Company does not expect a material change to the liability for uncertain taxes.

Although existing liabilities could be reduced by settlement with taxing authorities or lapse due to statute of limitations, the Company believes that the changes in its unrecognized tax benefits due to these events will not have a material impact on the Consolidated Income Statement during 2024.

Total excess tax benefits for equity compensation recognized in the twelve months ended December 31, 2024, 2023 and 2022 were $ 5.0 million, $ 2.9 million and $ 2.9 million, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Incentive Plans

2013 Long-Term Incentive Plan

Effective August 30, 2013, certain of our employees began to participate in the Murphy USA 2013 Long-Term Incentive Plan, which was subsequently amended and restated effective as of February 8, 2017 (the “MUSA 2013 Plan”).

The MUSA 2013 Plan authorized the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), dividend equivalent units, cash awards, and performance awards to our employees.

No more than 5.5 million shares of common stock were to be delivered under the MUSA 2013 Plan and no more than 1.0 million shares of common stock were to be awarded to any one employee, subject to adjustment for changes in capitalization.

The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year was $ 5.0 million.

During the period from August 30, 2013 to December 31, 2023, the Company granted a total of 2,995,854 awards from the MUSA 2013 Plan which leaves 2,504,146 remaining shares (after consideration of the amendments made to the MUSA 2013 Plan in February 2014 by the Board of Directors).

Any remaining shares to be granted under this plan will be in the form of dividend equivalent units on outstanding nonvested shares until the time when all shares are completely vested.

Equity Awards

The Murphy USA 2013 Long-Term Incentive Plan (the "MUSA 2013 Plan") authorized the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), dividend equivalent units, cash awards, and performance awards to our employees.

No more than 5.5 million shares of MUSA common stock may be delivered under the MUSA 2013 Plan and no more than 1 million shares of common stock may be awarded to any one employee, subject to adjustment for changes in capitalization.

The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year is $ 5.0 million.

On May 4, 2023, the 2023 Omnibus Incentive Compensation Plan (the "MUSA 2023 Plan") was approved by the Company's shareholders and became effective for all future grants for both employees and directors.

The MUSA 2023 Plan replaced the MUSA 2013 Plan and the 2013 Directors Plan, each of which expired on August 8, 2023.

The MUSA 2023 Plan authorizes the Committee to grant to non-employee directors, employees, and consultants of the Company, or any of its subsidiaries, stock options (incentive stock options ("ISOs") and nonqualified stock options ("NQSO")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance awards or other cash-based awards and other stock-based awards.

The maximum number of shares available for issuance under the MUSA 2023 Plan shall not exceed in the aggregate 1.725 million shares (subject to certain adjustments).

During the period from May 4, 2023 to December 31, 2024, the Company granted a total of 112,627 awards from the MUSA 2023 Plan which leaves 1,612,373 remaining shares.

At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.

On May 4, 2023, the 2023 Omnibus Incentive Compensation Plan (the "MUSA 2023 Plan") was approved by shareholders and became effective for all future grants for both employees and directors, as described later in the footnote.

Beginning with its initial quarterly dividend in December 2020, the Company issues dividend equivalent units ("DEU") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

The terms of the DEU mirror the underlying awards and will only vest if the related award vests.

DEU's issued are included with grants in each respective table as applicable.

STOCK OPTIONS (MUSA 2013 Plan) – The Committee fixes the option price of each option granted at no less than fair market value (FMV) on the date of the grant and fixes the option term at no more than 7 years from such date.

Beginning with its initial quarterly dividend in December 2020, the Company issued dividend equivalent units ("DEUs") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

The terms of the DEUs mirror the underlying awards and will only vest if the related award vests.

DEUs issued are included with grants in each respective table as applicable.

STOCK OPTIONS – The Committee fixes the option price of each option granted at no less than fair market value ("FMV") on the date of the grant and fixes the option term at no more than 7 years from such date.

Most of the nonqualified stock options granted in 2024 to certain employees by the Committee were granted in February 2024.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Following are the assumptions used by the Company to value the original awards:

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Stock price at valuation date $ 391.54 $ 263.48 $ 181.18

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in options outstanding for Company employees during the period from December 31, 2023 to December 31, 2024 are presented in the following table:

2013 Plan — Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions of Dollars)

Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual

Term (Years) Aggregate Intrinsic Value (Millions of Dollars)

Outstanding at December 31, 2023 291,050 $ 139.07

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Exercised ( 61,960 ) $ 96.92

Forfeited ( 2,350 ) $ 219.10

Outstanding at December 31, 2024 259,750 $ 180.68 3.5 $ 83.4

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$ 250.00 to $ 349.99 37,100 5.0 800 1.3

$ 350.00 to $ 449.99 33,010 6.1 — —

259,750 3.5 164,215 2.5

RESTRICTED STOCK UNITS (MUSA 2013 Plan) – The Committee has granted time based restricted stock units (RSUs) as part of the compensation plan for its executives and certain other employees since its inception.

RESTRICTED STOCK UNITS – The Committee has granted time-based RSUs as part of the compensation plan for its executives and certain other employees since its inception.

The awards granted in the current year were under the MUSA 2023 Plan, are valued at the grant date fair value, and vest over three years .

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

2013 Plan — Employee RSUs Number of units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

The Committee has also granted time-based RSUs to the non-employee directors of the Company as part of their overall compensation package for being a member of the Board of Directors, which vest at the end of one year .

For annual equity grants to non-employee directors, the directors may elect to defer receipt of their vested RSUs until their service ends.

These RSUs are included in the RSU table below, will vest in one year , and will thereafter become deferred stock units.

Changes in RSUs outstanding during the period from December 31, 2023 to December 31, 2024 are presented in the following table:

RSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2023 120,800 $ 188.37

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Outstanding at December 31, 2024 98,214 $ 285.60 $ 49.3

PERFORMANCE-BASED RESTRICTED STOCK UNITS (MUSA 2013 Plan) – In February 2023, the Committee awarded performance-based restricted stock units (performance units) to certain employees.

Half of the performance units vest based on a three-year return on average capital employed (ROACE) calculation and the other half vest based on a three-year total shareholder return (TSR) calculation that compares MUSA to a group of 17 peer companies.

DIRECTOR DEFERRED STOCK UNITS (MUSA 2023 Plan) — Non-employee directors can elect to receive their annual cash retainers in the form of Deferred Stock Units ("DSUs").

The DSUs are recognized at their fair value on the date of the grant.

Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

last trading day of the quarter.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

During the period ended December 31, 2024, we granted 737 DSUs and recorded director expense of $ 0.3 million related to the grants.

At December 31, 2024, there were 1,740 Director DSUs vested and outstanding with an average grant date fair value of $ 391.55 per unit under the MUSA 2023 Plan.

PERFORMANCE-BASED RESTRICTED STOCK UNITS – The Committee has granted performance-based restricted stock units (performance units or "PSUs") to its executives and certain other employees.

In February 2024, the Committee awarded PSUs to certain employees.

Half of the PSUs vest based on a three-year return on average capital employed ("ROACE") calculation and the other half vest based on a three-year total shareholder return ("TSR") calculation that compares MUSA to a group of 17 peer companies.

The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlo valuation model.

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For the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 391.54 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Changes in performance-based restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

2013 Plan — Employee PSU's Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Changes in PSUs outstanding for Company employees during the period from December 31, 2023 to December 31, 2024 are presented in the following table:

Employee PSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2023 95,582 $ 212.38

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Vested and issued ( 76,672 ) $ 148.38 $ 30.0

Forfeited ( 2,170 ) $ 261.35

Outstanding at December 31, 2024 77,395 $ 320.05 $ 38.8

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The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.

Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, dividend equivalent units, stock options, or a combination thereof.

An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan.

Since 2013, 157,285 time-based restricted stock units have been granted under the terms of the Directors Plan which leaves 342,715 shares available to be granted in the future.

RESTRICTED STOCK UNITS (2013 Directors Plan) – The Committee has also granted time based RSUs to the non-employee directors of the Company as part of their overall compensation package for being a member of the Board of Directors.

Awards prior to 2023 vest at the end of three years and those granted in 2023 vest at the end of one year .

DEFERRED STOCK UNITS (2013 Directors Plan) — Effective January 1, 2023, non-employee directors can elect to receive their annual cash retainers in the form of Deferred Stock Units ("DSUs").

The DSUs are recognized at their fair value on the date of the grant.

Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the last trading day of the quarter.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

In addition, beginning with the 2023 annual

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equity grants to non-employee directors, the directors may elect to defer receipt of their vested RSUs until their service ends.

These RSUs are included in the Director RSU table below, will vest in one year , and will thereafter become deferred stock units.

Changes in restricted stock units outstanding for Company non-employee directors during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

2013 Plan — Director RSUs and DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Awards prior to 2023 vest at the end of three years and those granted in 2023 vested at the end of one year .

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2023 to December 31, 2024 are presented in the following table:

2013 Plan — Director RSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2023 23,654 $ 180.97

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Vested and issued ( 14,255 ) $ 170.82 $ 5.6

Outstanding at December 31, 2023, including DSUs 23,654 $ 180.97 $ 8.4

During the three-month period ended March 31, 2023, we granted 421 DSUs and recorded director expense of $ 0.1 million related to the grants under the 2013 Plan.

Two DEU shares were granted and vested on these DSUs during the year.

At December 31, 2023 there were 423 Director DSUs outstanding with an average grant date fair value of $ 258.35 under the 2013 Plan.

2023 Omnibus Incentive Compensation Plan

On May 4, 2023, the MUSA 2023 Plan became effective upon the approval of the Company's stockholders.

The MUSA 2023 Plan has been established to replace, on a prospective basis, the MUSA 2013 Plan and the 2013 Directors Plan, each of which expired on August 8, 2023.

The MUSA 2023 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant to non-employee directors, employees, and consultants of the Company, or any of its subsidiaries, stock options (incentive stock options ("ISOs") and nonqualified stock options ("NQSO")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance awards or other cash-based awards and other stock-based awards.

The maximum number of shares available for issuance under the MUSA 2023 Plan shall not exceed in the aggregate 1,725,000 shares (subject to certain adjustments).

During the period from May 4, 2023 to December 31, 2023, the Company granted a total of 1,544 awards from the MUSA 2023 Plan which leaves 1,723,456 remaining shares.

At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.

DEFERRED STOCK UNITS — Non-employee directors can elect to receive their annual cash retainers in the form of DSUs.

The DSUs are recognized at their fair value on the date of the grant.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

Changes in restricted stock units outstanding for Company 2023 Plan during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

2023 Plan — RSUs and Director DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2024 9,436 $ 196.38 $ 4.7

Granted 1,544

Outstanding at December 31, 2023, including DSUs

1,544 $ 335.69 $ 0.6

During the period ended December 31, 2023, we granted 1,003 DSUs and recorded director expense of $ 0.3 million related to the grants.

At December 31, 2023, there were 1,004 Director DSUs vested and outstanding with an average grant date fair value of $ 335.18 under the MUSA 2023 Plan.

DEFERRED STOCK UNITS (2013 Directors Plan) — Effective January 1, 2023, non-employee directors could elect to receive their annual cash retainers in the form of DSUs.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

At December 31, 2024 there were 425 Director DSUs outstanding with an average grant date fair value of $ 258.35 per unit under the 2013 Directors Plan.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recognized in the financial statements by the Company with respect to all share-based plans are shown in the following table:

Amounts recognized in the financial statements by the Company with respect to all share-based compensation plans are shown in the following table:

Years Ended December 31,

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Eligible employees receive a stated percentage of their base and incentive pay of which can range from 3 % to 9 % based on participant's age, years of service, date of hire, subsidiary organization, or role.

The Company maintained the thrift plan of QuickChek on acquisition and matched 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees in 2021 and 2022.

The Company maintained the thrift plan of QuickChek on acquisition and matched 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees in 2022.

Beginning in 2023, the QuickChek Corporation 401(k) Retirement and Savings Plan and the Murphy Profit Sharing Plan were merged into the Murphy USA Savings Plan.

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In addition, prior to 2023, eligible part-time employees participated in a noncontributory profit sharing plan in which the Company could make discretionary employer contributions.

The Company's expenses related to this plan were $ 1.6 million in 2022 and $ 1.1 million in 2021.

The Company's expenses related to this plan were $ 1.6 million in 2022.

SUPPLEMENTAL EXECUTIVE RETIREMENT – The Company provides a Supplemental Executive Retirement Plan ('SERP'), a nonqualified deferred compensation plan for Murphy USA employees, to eligible executives and certain members of management.

The SERP plan is intended to restore qualified defined contribution plan benefits restricted under the Internal Revenue Code of 1986 to certain highly compensated individuals.

The liability balances, net of associated assets, were $ 7.6 million and $ 5.5 million, at December 31, 2023 and 2022, respectfully.

The liability balances, net of associated assets, were $ 11.4 million and $ 7.6 million, at December 31, 2024 and 2023, respectively.

Note 14 — Financial Instruments and Risk Management

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For accounting purposes, the Company has not designated commodity derivative contracts as hedges, and therefore, it recognizes all gains and losses on these derivative contracts in its Consolidated Statement of Income.

Certain interest rate derivative contracts were accounted for as hedges and gain or loss associated with recording the fair value of these contracts was deferred in AOCI until the anticipated transactions occur.

As of December 31, 2024, all current commodity derivative activity is immaterial.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were $ 1.0 million in cash deposits at December 31, 2023 and none at December 31, 2022 related to commodity derivative contracts reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

There were $ 0.2 million in cash deposits at December 31, 2024 and $ 1.0 million at December 31, 2023 related to commodity derivative contracts reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

These cash deposits have not been used to increase the reported net assets or reduce the reported net liabilities on the derivative contracts at December 31, 2024 and 2023.

Interest Rate Risks

An interest rate derivative that the Company used to effect the hedge entered into in August 2019 matured during the year 2023.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.6 million, $ 0.9 million and $ 0.9 million for the three years ended December 31, 2023, 2022 and 2021, respectively.

Note 15 – Earnings Per Share

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On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $ 1.5 billion to be executed by December 31, 2028.

During the year 2023, the total number of share repurchases were 1,026,300 common shares for $ 336.2 million, at an average price of $ 327.55 per share, including excise tax accrued.

The 2023 shares repurchased included 328,225 common shares for $ 120.7 million, at an average price of $ 367.66 per share, including excise tax accrued, under the 2023 $ 1.5 billion authorization, leaving approximately $ 1.4 billion remaining available, as of December 31, 2023, and included 698,075 common shares repurchased for $ 215.5 million, at an average price of $ 308.69 per share, including excise tax accrued, which completed the December 2021 $ 1 billion authorization.

During the year 2024, the total number of share repurchases were 938,528 common shares for approximately $ 446.6 million, at an average price of $ 475.86 per share, including accrued excise taxes, under the 2023 $ 1.5 billion authorization, leaving approximately $ 937.8 million remaining available, as of December 31, 2024.

During the years 2023 and 2022, the total number of share repurchases were 1,026,300 common shares for $ 336.2 million, at an average price of $ 327.55 per share and 3,328,795 common shares for $ 806.4 million, at an average price of $ 242.24 per share, respectively.

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Earnings per common share $ 24.47 $ 25.91 $ 28.63

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31,

(Millions of dollars except share and per share amounts) 2023 2022 2021

Earnings per common share - assuming dilution:

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Earnings per common share assuming dilution $ 24.11 $ 25.49 $ 28.10

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We have excluded from the earnings-per-share calculation certain stock options and shares that are considered to be anti-dilutive under the treasury stock method and are reported in the table below.

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Stock Options 28,929 34,133 —

Restricted share units 44 — 1,562

Total anti-dilutive shares 29,394 34,177 —

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Income taxes payable 34.6 23.1 —

Net decrease (increase) in noncash operating

Net (increase) decrease in noncash operating

working capital $ 32.8 $ ( 42.1 ) $ 44.8

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Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's available-for-sale marketable securities consist of high quality, investment grade securities from diverse issuers.

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For additional information on deferred compensation plans see also Note 13 "Employee and Retirement Benefit Plans" in these consolidated financial statements for the period ended December 31, 2024.

At the balance sheet date, the fair value of commodity derivatives contracts was determined using NYMEX quoted values and the value of the Interest rate swap derivative was derived by using level 3 inputs.

The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade, Trade accounts payable, and accrued liabilities approximates fair value.

At the balance sheet date, the fair value of commodity derivatives contracts was determined using NYMEX quoted values.

The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade and Trade accounts payable and accrued liabilities approximates fair value.

See also Note 14 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended December 31, 2024, for more information.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial assets and liabilities measured at fair value on a recurring basis

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Financial assets

Marketable securities, current

Government bonds $ — $ 3.0 $ — $ 3.0

Corporate bonds — 4.1 — 4.1

Prepaid expenses and other current assets

Fuel derivative $ — $ — $ 0.2 $ 0.2

Marketable securities, non-current

Corporate bonds — 2.9 — 2.9

Government bonds — 1.5 — 1.5

Deferred compensation plan assets 14.9 — — 14.9

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Corporate bonds — 4.1 — 4.1

Government bonds — 3.0 — 3.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(Millions of dollars) Level 1 Level 2 Level 3 Fair Value

Accounts receivable - trade:

Interest rate swap derivative — — 1.3 1.3

Prepaid expenses and other current assets

Fuel derivative — — 0.6 0.6

Marketable securities, non-current

Corporate bonds — 2.9 — 2.9

Corporate bonds — 1.5 — 1.5

Deferred compensation plan assets 12.5 — — 12.5

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The fair value of these, which represents fees associated with obtaining the instruments, was nominal.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at December 31, 2024 and 2023.

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Commitments for capital expenditures were approximately $ 403.1 million at December 31, 2024, including $ 350.3 million approved for potential construction of future stores (including land) at year-end, along with $ 37.8 million for improvements of existing stores, to be financed with our operating cash flow and/or incurrence of indebtedness.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has certain take-or-pay contracts primarily to supply terminals with a noncancellable remaining term of 5.8 years.

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In connection with these activities, hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where they have been taken for disposal.

In addition, many of these properties have been operated by third parties whose management of hazardous substances was not under the Company’s control.

In addition, many of these properties have been

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operated by third parties whose management of hazardous substances was not under the Company’s control.

Under existing laws, the Company could be required to remediate contaminated property (including contaminated groundwater) or to perform remedial actions to prevent future contamination.

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The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at this site or other Superfund sites.

Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.

Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.

Based on information currently available to the Company, the amount of future remediation costs to be incurred to address known contamination sites is not expected to have a material adverse effect on the Company’s future net income, cash flows or liquidity.

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These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories.

At this early stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

At this stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

Based on information currently available to the Company, the ultimate resolution of those other legal matters is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.

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While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $ 51.8 million will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has obtained insurance coverage as appropriate for the business in which it is engaged, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.

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The Company has not accrued a liability in its balance sheet related to these financial guarantees and letters of credit because it is believed that the likelihood of having these drawn is remote.

Note 20 — Leases

Note 20 — Lease Accounting

The Company determines if an arrangement is a lease or contains a lease at inception.

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we recognize lease expense for these leases on a straight-line basis over the lease term.

The Company's leases have remaining lease terms of approximately 1 year to 38 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

include one or more options to renew, with renewal terms that can extend the lease term from 5 to 20 years or more.

The Company's leases have remaining lease terms of approximately 2 years or less to 35 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 20 years or more.

The exercise of lease renewal options is at the Company's sole discretion.

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Our lease agreements do not contain any material residual value guarantees and approximately 102 sites leased from Walmart contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases are reflected in the following balance sheet accounts:

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Total lease liabilities $ 639.7 $ 599.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

Years Ended December 31,

(Millions of dollars) Classification 2024 2023 2022

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Cash Flow Information:

Year Ended December 31,

Years Ended December 31,

(Millions of dollars) 2024 2023 2022

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Financing cash flows required by finance leases $ 11.7 $ 11.4 $ 11.2

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities:

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Year Ended December 31,

Weighted average remaining lease term In Years

Weighted average remaining lease term (years)

Finance leases 11.5

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Operating leases 7.0 %

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21 — Recent Accounting and Reporting Rules

In December 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which incorporates into the FASB Codification several disclosure and presentation requirements in SEC Regulations S-X and S-K that overlap with US GAAP.

While the ASU is not expected to significantly affect entities currently subject to the corresponding SEC requirements, certain disclosures currently presented outside the financial statements under Regulation S-K may need to be relocated into the financial statements.

If the SEC does not remove the existing disclosure requirements from Regulations S-X or S-K by June 30, 2027, the corresponding pending content will be removed from the Codification and will not become effective for any entities.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-07, "Segment Reporting:

Improvements to Reportable Segment Disclosures." The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities and clarifies that single reportable segment entities must apply Topic 280 in its entirety.

The amendments in this Update are effective for the Company for the year beginning January 1, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statement.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

Improvements to Reportable Segment Disclosures." The amendments in this Update intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU for the annual period ended December 31, 2024 and the amendments have be applied retrospectively to all prior periods presented in the financial statements.

For operating segment information, see Note 22 “Business Segments.”

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU intends to enhance income tax disclosures, under Topic 740, to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses." This ASU addresses investor requests for more granular information about an entity’s expenses, allowing investors to better understand performance, prospects for future cash flows, and comparability over time and with other entities.

The primary goal is to improve the decision-usefulness of expense information on public companies’ income statements through disaggregation of relevant expense captions in the notes to the financial statements.

The amendments in this Update are effective for the Company for annual periods beginning after December 15,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2026, and interim periods in the year beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either prospectively or retrospectively.

The Company is assessing the impact of the standard on the Company's consolidated financial statements.

Note 22 — Business Segments

We identify reportable segments based on how we manage the company's operations.

Our operations include the sale of retail motor fuel products and convenience merchandise along with the wholesale and bulk sale capabilities of our product supply and wholesale group.

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This Marketing segment contains essentially all of the revenue generating activities of the Company.

Results not included in the reportable segment include Corporate and Other Assets.

The reportable segment was determined based on information reviewed by the Chief Operating Decision Maker.

Segment Information Corporate and Other Assets

(Millions of dollars) Marketing Consolidated

Year ended December 31, 2023

Segment income (loss) $ 630.9 $ ( 74.1 ) $ 556.8

Results not included in the reportable segment are included in Corporate and Other Assets.

The reportable segment was determined based on information reviewed by the Chief Operating Decision Maker (CODM), who is the Chief Executive Officer.

The CODM evaluates performance and allocates resources for its reportable segment using segment income or loss.

This metric is used to evaluate the overall financial performance of the Marketing segment, make operational and strategic decisions, prepare our annual plan, and allocate resources.

The accounting policies for the Marketing segment are consistent with those described in the summary of significant accounting policies.

No eliminations are required for the presentation below as virtually all corporate and other costs are allocated to the Marketing segment.

Marketing Segment Information Years ended December 31,

(Millions of dollars) 2024 2023 2022

Revenues from external customers $ 20,243.7 $ 21,528.9 $ 23,445.4

Investment income $ — $ 6.9 $ 6.9

Reconciliation of revenue

Other revenues 1

Total consolidated revenue $ 20,244.3 $ 21,529.4 $ 23,446.1

Cost of goods sold 17,937.5 19,215.6 21,046.2

Store and other operating expenses 1,064.4 1,014.6 976.5

Selling, general and administrative 235.4 240.5 232.5

Depreciation and amortization 229.8 211.9 204.8

Other segment items 3

Interest expense 8.4 8.9 9.0

Income tax expense (benefit) $ 203.0 $ ( 25.4 ) $ 177.6

Segment income before income taxes $ 752.2 $ 833.9 $ 973.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Information Corporate and Other Assets

(Millions of dollars) Marketing Consolidated

Significant noncash charges (credits)

Marketing Segment Information Years ended December 31,

(Millions of dollars) 2024 2023 2022

Reconciliation of income before income taxes

Income before income taxes $ 651.6 $ 734.4 $ 883.8

Other (revenues) 1

( 0.6 ) ( 0.5 ) ( 0.7 )

Other operating expenses 0.2 0.2 —

Depreciation and amortization 18.2 16.8 15.6

(Gain) loss on sale of assets ( 0.1 ) 0.1 ( 2.8 )

Investment (income) loss ( 6.4 ) ( 6.9 ) ( 3.0 )

Interest expense 88.7 89.6 76.3

Acquisition related costs — — 1.5

Other nonoperating (income) expense 0.6 0.2 2.3

Segment income before income taxes $ 752.2 $ 833.9 $ 973.0

1 Revenues from corporate and other assets not included in the reportable segment results.

2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

3 Other segment items includes:

accretion of asset retirement obligations, impairment of properties, (gain) loss on sale of assets and other nonoperating (income) expense

Other specified segment disclosures

(Millions of dollars) Marketing

Totals Reconciling items 4

Year ended December 31, 2024

Accretion of asset retirement obligations $ 3.2 $ — $ 3.2

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Total assets at year-end $ 4,326.8 $ 214.8 $ 4,541.6

Segment Information Corporate and Other Assets

(Millions of dollars) Marketing Consolidated

(Millions of dollars) Marketing

Totals Reconciling items 4

Year ended December 31, 2023

Segment income (loss) $ 740.9 $ ( 68.0 ) $ 672.9

Revenues from external customers $ 23,445.4 $ 0.7 $ 23,446.1

Investment income $ — $ 3.0 $ 3.0

Interest expense $ ( 9.0 ) $ ( 76.3 ) $ ( 85.3 )

Income tax expense (benefit) $ 232.1 $ ( 21.2 ) $ 210.9

Significant noncash charges (credits)

Depreciation and amortization $ 204.8 $ 15.6 $ 220.4

Accretion of asset retirement obligations $ 3.0 $ — $ 3.0

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Total assets at year-end $ 4,061.7 $ 278.4 $ 4,340.1

Segment Information Corporate and Other Assets

(Millions of dollars) Marketing Consolidated

(Millions of dollars) Marketing

Totals Reconciling items 4

Year ended December 31, 2022

Segment income (loss) $ 472.8 $ ( 75.9 ) $ 396.9

Revenues from external customers $ 17,359.9 $ 0.6 $ 17,360.5

Investment income $ — $ 0.1 $ 0.1

Interest expense $ ( 8.1 ) $ ( 74.3 ) $ ( 82.4 )

Income tax expense (benefit) $ 148.5 $ ( 23.5 ) $ 125.0

Significant noncash charges (credits)

Depreciation and amortization $ 197.3 $ 15.3 $ 212.6

Accretion of asset retirement obligations $ 2.7 $ — $ 2.7

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Total assets at year-end $ 3,794.0 $ 329.2 $ 4,123.2

4 Corporate and other assets not included in the reportable segment results.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures