What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-08 · 194 added, 121 removed, 654 unchanged (33% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(Millions of dollars, except share amounts) 2025 2024

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2025 2024 2025 2024

27 unchanged sentences

Diluted $ 7.36 $ 6.92 $ 9.95 $ 10.02

Weighted-Average Common Shares Outstanding (in thousands):

Weighted-Average Common Shares Outstanding

(in thousands):

Basic 19,546 20,643 19,738 20,728

7 unchanged sentences

(Millions of dollars) Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 145.6 $ 144.8 $ 198.8 $ 210.8

8 unchanged sentences

(Millions of dollars)

Three Months Ended

Six Months Ended

Operating Activities

20 unchanged sentences

Repayments of debt ( 1,543.0 ) ( 127.8 )

Debt issuance costs ( 8.9 ) —

Amounts related to share-based compensation ( 19.2 ) ( 27.2 )

19 unchanged sentences

46,767,164 0.5 ( 3,033.7 ) 479.6 3,335.2 — 781.6

Net income — — — — 144.8 — 144.8

Cash dividends declared ($ 0.44 per share)

— — — — ( 9.1 ) — ( 9.1 )

Purchase of treasury stock — — ( 107.1 ) — — — ( 107.1 )

Issuance of treasury stock — — 1.4 ( 1.3 ) — — 0.1

Amounts related to share-based compensation — — — ( 4.1 ) — — ( 4.1 )

Share-based compensation expense — — — 5.1 — — 5.1

Balance as of June 30, 2024

46,767,164 $ 0.5 $ ( 3,139.4 ) $ 479.3 $ 3,470.9 $ — $ 811.3

Murphy USA Inc.

Consolidated Statements of Changes in Equity

(Millions of dollars, except share amounts) Shares Par Treasury Stock APIC Retained Earnings AOCI Total

11 unchanged sentences

46,767,164 0.5 ( 3,534.1 ) 466.5 3,786.7 — 719.6

Net income — — — — 145.6 — 145.6

Cash dividends declared ($ 0.50 per share)

— — — — ( 9.8 ) — ( 9.8 )

Dividend equivalent units accrued — — — 0.1 ( 0.1 ) — —

Purchase of treasury stock — — ( 211.9 ) — — — ( 211.9 )

Issuance of treasury stock — — 0.1 ( 0.1 ) — — —

Amounts related to share-based compensation — — — ( 0.6 ) — — ( 0.6 )

Share-based compensation expense — — — 3.2 — — 3.2

Balance as of June 30, 2025

46,767,164 $ 0.5 $ ( 3,745.9 ) $ 469.1 $ 3,922.4 $ — $ 646.1

See notes to consolidated financial statements.

6 unchanged sentences

The Company owns and operates a chain of retail stores under the brand names 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 brand name of QuickChek ® .

At March 31, 2025, the Company had a total of 1,761 Company stores of which 1,607 were branded as Murphy and 154 were the QuickChek brand.

At June 30, 2025, the Company had a total of 1,766 Company stores of which 1,612 were branded as Murphy and 154 were the QuickChek brand.

The Company also has certain product supply and wholesale assets, including product distribution terminals and pipeline positions.

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

For the three month period ended March 31, 2025, the QuickChek results covered the period December 28, 2024 to March 28, 2025.

For the three month period ended March 31, 2024, the QuickChek results covered the period December 30, 2023 to March 29, 2024.

For the three month period ended June 30, 2025, the QuickChek results covered the period March 29, 2025 to June 27, 2025.

For the three month period ended June 30, 2024, the QuickChek results covered the period March 30, 2024 to June 28, 2024.

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

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The amendments should be applied on a prospective basis, with retrospective application permitted.

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

The Company does not expect for this to 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, 2026,

The amendments in this Update are effective for the Company for annual periods beginning after December 15, 2026, and interim periods in the year beginning after December 15, 2027.

Early adoption is permitted.

The amendments

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Early adoption is permitted.

The amendments should be applied either prospectively or retrospectively.

should be applied either prospectively or retrospectively.

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

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

The following tables disaggregate our revenues by major source for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

The following tables disaggregate our revenues by major source for the three and six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

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Total revenues $ 5,005.0 $ — $ 5,005.0 $ 5,451.7 $ — $ 5,451.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

Petroleum product sales

(at retail) 1

$ 6,603.4 $ — $ 6,603.4 $ 7,357.7 $ — $ 7,357.7

Petroleum product sales

(at wholesale) 1

737.8 — 737.8 794.5 — 794.5

Total petroleum product sales 7,341.2 — 7,341.2 8,152.2 — 8,152.2

Merchandise sales 2,091.8 — 2,091.8 2,081.1 — 2,081.1

Other operating revenues:

RINs 94.7 — 94.7 58.3 — 58.3

Other revenues 2

2.6 0.1 2.7 3.7 0.1 3.8

Total revenues $ 9,530.3 $ 0.1 $ 9,530.4 $ 10,295.3 $ 0.1 $ 10,295.4

1 Includes excise and sales taxes that remain eligible for inclusion under Topic 606

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Petroleum product sales (at wholesale).

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These programs create a performance obligation which requires us to defer a portion of sales revenue to the loyalty program participants until they redeem their rewards.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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 March 31, 2025 and December 31, 2024 were immaterial.

The deferred revenue balances at June 30, 2025 and December 31, 2024 were immaterial.

For the sale of RINs, we recognize revenue when the RIN is transferred to the counter-party and the sale is completed.

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

At March 31, 2025 and December 31, 2024, we had $ 126.7 million and $ 110.5 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.

At June 30, 2025 and December 31, 2024, we had $ 143.1 million and $ 110.5 million of receivables, respectively, related to contracts with customers recorded.

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

These receivables were generally related to credit and debit card transactions along with short term bulk and wholesale sales to our customers, which have a very short settlement window.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Inventories

Inventories consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2025 December 31,

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Total inventories $ 397.5 $ 401.6

At March 31, 2025 and December 31, 2024, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 209.5 million and $ 189.1 million, respectively.

At June 30, 2025 and December 31, 2024, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 208.8 million and $ 189.1 million, respectively.

Note 4 — Marketable Securities

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Treasury bills, notes and bonds, U.S.

Agency securities, repurchase agreements, certificates of deposit, institutional, government money market funds that maintain a stable $ 1.00 net asset value, domestic and foreign commercial paper, municipal securities, domestic and foreign debt issued by corporations or financial institutions with the primary objective of minimizing the potential risk of principal loss.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

with the primary objective of minimizing the potential risk of principal loss.

The Company determines the classification of its marketable securities based on its investment strategy at the time of purchase.

The Company held no marketable securities at March 31, 2025 or December 31, 2024.

The Company held no marketable securities at June 30, 2025 or December 31, 2024.

Note 5 — Goodwill and Intangible Assets

The Company's goodwill is assigned to its Marketing segment and no ne of the goodwill is deductible for tax purposes.

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2025 December 31,

2 unchanged sentences

The intangible assets subject to amortization includes pipeline space, which is being amortized over a 40 -year life, and the intangible lease liability acquired from QuickChek that is being amortized over the remaining life of the underlying leases.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets subject to amortization at March 31, 2025 and December 31, 2024 consisted of the following:

Remaining Useful Life (in years) March 31, 2025 December 31, 2024

Intangible assets subject to amortization at June 30, 2025 and December 31, 2024 consisted of the following:

Remaining Useful Life (in years) June 30, 2025 December 31, 2024

(Millions of dollars) Cost Net Cost Net

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Intangible assets, net of amortization $ 145.9 $ 139.4 $ 145.9 $ 139.5

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — Long-Term Debt

Long-term debt consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2025 December 31,

5.625 % senior notes due 2027 (net of unamortized discount of $ 0.8 at March 31, 2025 and $ 0.9 at December 31, 2024)

5.625 % senior notes due 2027 (net of unamortized discount of $ 0.7 at June 30, 2025 and $ 0.9 at December 31, 2024)

$ 299.3 $ 299.1

4.75 % senior notes due 2029 (net of unamortized discount of $ 2.8 at March 31, 2025 and $ 3.0 at December 31, 2024)

3.75 % senior notes due 2031 (net of unamortized discount of $ 3.7 at March 31, 2025 and $ 3.8 at December 31, 2024)

Term loan due 2028 (effective interest rate of 6.21 % at March 31, 2025 and 6.44 % at December 31, 2024) net of unamortized discount of $ 0.4 at March 31, 2025 and $ 0.4 at December 31, 2024

Revolving credit facility, due 2026 (weighted average interest rate of 6.59 % at March 31, 2025)

4.75 % senior notes due 2029 (net of unamortized discount of $ 2.6 at June 30, 2025 and $ 3.0 at December 31, 2024)

3.75 % senior notes due 2031 (net of unamortized discount of $ 3.5 at June 30, 2025 and $ 3.8 at December 31, 2024)

Term loan due 2028 (effective interest rate of n/a at June 30, 2025 and 6.44 % at December 31, 2024)

Term loan due 2032 (effective interest rate of 6.09 % at June 30, 2025) net of unamortized discount of $ 1.1 at June 30, 2025

Revolving credit facility, due 2030 (weighted average interest rate of 5.99 % at June 30, 2025)

Capitalized lease obligations, autos and equipment, due through 2028

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

The indenture governing the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

On January 29, 2021, MOUSA, issued $ 500 million of 3.75 % Senior Notes due 2031 (the "2031 Senior Notes" and, together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes").

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The Senior Notes are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes.

Revolving Credit Facility and Term Loan

The following discussion summarizes the terms of our credit agreement in effect as of March 31, 2025.

As disclosed in "Note 17 - Subsequent Events," the Company refinanced its Credit Facilities on April 7, 2025.

Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.

The credit agreement provides for a senior secured term loan in an aggregate principal amount of $ 400 million (the "Term Facility") (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $ 350 million (the "Revolving Facility", and together with the Term Facility, the "Credit Facilities").

The outstanding balance of the term loan was $ 385 million at March 31, 2025 and $ 386 million at December 31, 2024.

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 March 31, 2025, we had $ 200.0 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 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.

Interest payable on the Revolving Facility is based on either:

• 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;

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Term Facility amortizes in quarterly installments, which commenced on July 1, 2021, at a rate of 1.00 % per annum.

Murphy USA is also required to prepay the Term Facility with a portion of its excess cash flow, a portion of the net cash proceeds of certain asset sales and casualty events (subject to certain reinvestment rights) and the net cash proceeds of issuances of indebtedness not permitted under the Credit Agreement.

The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs.

Revolving Credit Facility and Term Loan

Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.

Following a refinancing effective as of April 7, 2025, the credit agreement provides for a senior secured term loan in an aggregate principal amount of $ 600 million (the "Term Facility") (which was borrowed in full on April 7, 2025) and revolving credit commitments in an aggregate amount equal to $ 750 million (the "Revolving Facility", and together with the Term Facility, the "Credit Facilities").

The term loan is due April 2032, and we are required to make quarterly principal payments of $ 1.5 million, which are due to begin on January 1, 2026.

The outstanding balance of the term loan was $ 600 million at June 30, 2025 and at December 31, 2024, prior to refinancing, the outstanding balance of our term loan was $ 386 million.

As of June 30, 2025, we had $ 88.0 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).

The Term Facility amortizes in quarterly installments, with the first amortization payment being due on January 1, 2026, at a rate of 1.00 % per annum.

Pursuant to the credit agreement, the applicable margin, (A) in the case of Adjusted SOFR Rate borrowings, (i) with respect to the Revolving Facility, ranges from 1.25 % to 2.00 % per annum depending on a total debt to EBITDA ratio and (ii) with respect to the Term Facility, is 1.75 % per annum and (B) in the case of Alternate Base Rate borrowings (i) with respect to the Revolving Facility, ranges from 0.25 % to 1.00 % per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, is 0.75 % per annum.

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 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.

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 consolidated cash interest coverage ratio of not less than 2.50 to 1.0.

The credit agreement also contains customary events of default.

Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0 could be limited.

At March 31, 2025, our total leverage ratio was 1.96 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 amount not to exceed the greater of $ 120.5 million or 4.5 % of consolidated net tangible assets over the life of the credit agreement.

At June 30, 2025, our total leverage ratio was 2.04 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 amount not to exceed the greater of (a) $ 400.0 million or (b) 15.0 % of consolidated net tangible assets, estimated at $ 405.1 million as of June 30, 2025, 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.

1 unchanged sentence

Note 7 — Asset Retirement Obligations (ARO)

The majority of the ARO recognized by the Company at March 31, 2025 and December 31, 2024 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The majority of the ARO recognized by the Company at June 30, 2025 and December 31, 2024 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The Company has not recorded an ARO for certain of its marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation.

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

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2025 December 31,

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The effective tax rate is calculated as the amount of income tax expense (benefit) divided by income before income tax expense (benefit).

For the three months ended March 31, 2025 and 2024, the Company’s approximate effective tax rates were as follows:

Three Months Ended March 31, 14.1 % 19.4 %

In the three months ended March 31, 2025, the Company recognized approximately $ 2.6 million of excess tax benefits related to stock compensation for employees, $ 3.8 million of benefit for purchased Federal energy tax credits, and $ 0.5 million in other discrete tax benefits.

For the three months ended March 31, 2024, the Company recognized approximately $ 4.2 million of excess tax benefits related to stock compensation for employees and $ 0.1 million in other discrete tax benefits.

As of March 31, 2025, the earliest year remaining open for Federal audits and/or settlement is 2021 and for state audits and/or settlement is 2020.

For the three and six months ended June 30, 2025 and 2024, the Company’s approximate effective tax rates were as follows:

Three Months Ended June 30, 24.4 % 25.1 %

Six Months Ended June 30, 21.9 % 23.4 %

In the six months ended June 30, 2025, the Company recognized approximately $ 3.5 million of excess tax benefits related to stock compensation for employees, $ 3.8 million of benefit for purchased Federal energy tax credits, and $ 1.3 million in other discrete tax benefits.

For the six months ended June 30, 2024, the Company recognized approximately $ 4.4 million of excess tax benefits related to stock compensation for employees and $ 0.3 million in other discrete tax benefits.

As of June 30, 2025, the earliest year remaining open for Federal audits and/or settlement is 2021 and for state audits and/or settlement is 2020.

Although the Company believes that recorded liabilities for unsettled issues are adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

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Stock price at valuation date $ 492.22

Changes in options outstanding for Company employees during the period from December 31, 2024 to March 31, 2025 are presented in the following table:

Changes in options outstanding for Company employees during the period from December 31, 2024 to June 30, 2025 are presented in the following table:

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

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Forfeited ( 900 ) $ 320.40

Outstanding at March 31, 2025 284,300 $ 211.65 3.6 $ 74.0

Exercisable at March 31, 2025 205,540 $ 139.32 2.6 $ 67.9

Outstanding at June 30, 2025 280,800 $ 212.31 3.3 $ 57.1

Exercisable at June 30, 2025 202,040 $ 138.98 2.4 $ 54.1

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in RSUs outstanding during the period from December 31, 2024 to March 31, 2025 are presented in the following table:

Changes in RSUs outstanding during the period from December 31, 2024 to June 30, 2025 are presented in the following table:

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

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Forfeited ( 2,817 ) $ 302.25

Outstanding at March 31, 2025 72,970 $ 362.23 $ 34.3

Outstanding at June 30, 2025 85,686 $ 376.99 $ 34.9

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").

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

During the three month period ended March 31, 2025, we granted 192 DSUs and recorded director expense of $ 0.1 million related to the grants.

At March 31, 2025, there were 1,931 Director DSUs vested and outstanding with an average grant date fair value of $ 399.31 per unit under the MUSA 2023 Plan.

During the six-month period ended June 30, 2025, we granted 413 DSUs and recorded director expense of $ 0.2 million related to the grants.

At June 30, 2025, there were 2,153 Director DSUs vested and outstanding with an average grant date fair value of $ 400.08 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.

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For the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 492.22 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Changes in PSUs outstanding for Company employees during the period from December 31, 2024 to March 31, 2025 are presented in the following table:

Changes in PSUs outstanding for Company employees during the period from December 31, 2024 to June 30, 2025 are presented in the following table:

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

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Forfeited ( 1,040 ) $ 385.50

Outstanding at March 31, 2025 64,169 $ 441.72 $ 30.1

Outstanding at June 30, 2025 64,242 $ 441.72 $ 26.1

2013 Stock Plan for Non-employee Directors

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2024 to March 31, 2025 are presented in the following table:

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2024 to June 30, 2025 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)

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Vested and issued ( 7,174 ) $ 175.84 $ 3.5

Outstanding at March 31, 2025 2,264 $ 261.51 $ 1.1

Outstanding at June 30, 2025 2,267 $ 261.51 $ 0.9

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 March 31, 2025 there were 425 Director DSUs outstanding with an average grant date fair value of $ 258.35 per unit under the 2013 Directors Plan.

Share-based compensation for the three months ended March 31, 2025 and 2024, was $ 5.9 million and $ 5.6 million, respectively.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements was zero and $ 0.5 million for the three months ended March 31, 2025 and 2024, respectively.

At June 30, 2025 there were 425 Director DSUs outstanding with an average grant date fair value of $ 259.50 per unit under the 2013 Directors Plan.

Share-based compensation for the six months ended June 30, 2025 and 2024, was $ 9.1 million and $ 10.7 million, respectively.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements was $ 1.0 million and $ 0.7 million for the six months ended June 30, 2025 and 2024, respectively.

Note 10 — Financial Instruments and Risk Management

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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 occurred.

As of March 31, 2025, all current commodity derivative activity is immaterial.

There were $ 0.2 million cash deposits at March 31, 2025 and December 31, 2024 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 March 31, 2025 or December 31, 2024.

As of June 30, 2025, all current commodity derivative activity is immaterial.

There were $ 0.9 million cash deposits at June 30, 2025 and $ 0.2 million at December 31, 2024 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 June 30, 2025 or December 31, 2024.

Note 11 — Earnings Per Share

2 unchanged sentences

On May 2, 2023, the Board of Directors approved a share repurchase authorization of up to $ 1.5 billion that expires December 31, 2028, and excludes excise tax.

As of March 31, 2025, approximately $ 787.8 million remained under the 2023 authorization.

For the three months ended March 31, 2025, the Company repurchased 321,119 shares of common stock for an average price of $ 470.80 per share including brokerage fees and excise

As of June 30, 2025, approximately $ 578.0 million remained under the 2023 authorization.

For the six months ended June 30, 2025, the Company repurchased 791,827 shares of common stock for an average price of $ 458.58 per share including brokerage fees and excise

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024, 216,036 shares were repurchased for an average price of $ 402.14 per share.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three months ended March 31, 2025 and 2024:

For the six months ended June 30, 2024, 454,454 shares were repurchased for an average price of $ 426.88 per share.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2025 2024 2025 2024

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2025 2024 2025 2024

8 unchanged sentences

Earnings per common share assuming dilution $ 7.36 $ 6.92 $ 9.95 $ 10.02

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.

Three Months Ended

June 30, Six Months Ended

Potentially dilutive shares excluded from the calculation as their inclusion would be anti-dilutive 2025 2024 2025 2024

3 unchanged sentences

Total anti-dilutive shares 70,330 44,042 61,485 33,116

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Other Financial Information

CASH FLOW DISCLOSURES — Cash income tax payments, net of refunds, were $ 41.7 million for the three-month periods ended March 31, 2025 and cash income taxes received were $ 0.1 million for the three-month periods ended March 31, 2024.

Interest paid, net of amounts capitalized, was $ 30.0 million and $ 30.4 million for the three-month periods ended March 31, 2025 and 2024, respectively.

CASH FLOW DISCLOSURES — Cash income tax payments, net of refunds, were $ 62.0 million and $ 62.6 million for the six-month periods ended June 30, 2025 and 2024, respectively.

Interest paid, net of amounts capitalized, was $ 50.3 million and $ 47.9 million for the six-month periods ended June 30, 2025 and 2024, respectively.

CHANGES IN WORKING CAPITAL:

Three Months Ended

Six Months Ended

(Millions of dollars) 2025 2024

13 unchanged sentences

We value these securities at the closing price in the principal active markets as of the last business day of the reporting period.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended March 31, 2025.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended June 30, 2025.

We value the deferred compensation plan assets, which consist of money market and mutual funds, based on quoted prices in active markets at the measurement date.

2 unchanged sentences

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

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended March 31, 2025, for more information.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended June 30, 2025, for more information.

Murphy USA Inc.

1 unchanged sentence

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

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of March 31, 2025 and December 31, 2024:

March 31, 2025

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of June 30, 2025 and December 31, 2024:

June 30, 2025

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

23 unchanged sentences

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

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at March 31, 2025 and December 31, 2024.

At March 31, 2025 At December 31, 2024

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at June 30, 2025 and December 31, 2024.

At June 30, 2025 At December 31, 2024

(Millions of dollars) Carrying

30 unchanged sentences

While it is possible that certain environmental expenditures could be recovered by the Company from other sources, primarily environmental funds maintained by certain states, no assurance can be given that future recoveries from other sources will occur.

As such, the Company has not recorded a benefit for likely recoveries at March 31, 2025, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

As such, the Company has not recorded a benefit for likely recoveries at June 30, 2025, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at one Superfund site.

1 unchanged sentence

However, based on current negotiations and available information, the Company believes that it is a de minimis party as to ultimate responsibility at the Superfund site.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at March 31, 2025.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at June 30, 2025.

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.

12 unchanged sentences

Murphy USA maintains statutory workers compensation insurance with a deductible of $ 1.0 million per occurrence, general liability insurance with a deductible of $ 3.0 million per occurrence, and auto liability insurance with a deductible of $ 0.3 million per occurrence.

As of March 31, 2025, there were a number of outstanding claims that are of a routine nature.

As of June 30, 2025, there were a number of outstanding claims that are of a routine nature.

The estimated incurred but unpaid liabilities relating to these claims are included in Trade account payables and accrued liabilities on the Consolidated Balance Sheets.

6 unchanged sentences

OTHER MATTERS — In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts.

At March 31, 2025, the Company had contingent liabilities of $ 8.8 million on outstanding letters of credit.

At June 30, 2025, the Company had contingent liabilities of $ 7.9 million on outstanding letters of credit.

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.

21 unchanged sentences

Leases are reflected in the following balance sheet accounts:

(Millions of dollars) Classification March 31,

(Millions of dollars) Classification June 30,

2025 December 31,

(Right-of-use) Operating lease right-of-use assets, net $ 503.2 $ 492.9

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 59.5 at March 31, 2025 and $ 56.3 at December 31, 2024

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 62.2 at June 30, 2025 and $ 56.3 at December 31, 2024

Total leased assets $ 600.5 $ 596.8

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars) Classification 2025 2024 2025 2024

4 unchanged sentences

Net lease costs $ 21.7 $ 20.2 $ 43.0 $ 40.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Information:

Three Months Ended

Six Months Ended

(Millions of dollars) 2025 2024

3 unchanged sentences

Financing cash flows required by finance leases $ 6.0 $ 5.8

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities at March 31, 2025:

Maturity of Lease Liabilities at June 30, 2025:

(Millions of dollars) Operating leases Finance leases

8 unchanged sentences

Lease Term and Discount Rate:

Three Months Ended

Six Months Ended June 30,

Weighted average remaining lease term (years)

34 unchanged sentences

Other (revenues) 1

Other operating expenses — 0.1

Depreciation and amortization 6.4 3.6

(Gain) loss on sale of assets — 0.4

Investment (income) loss ( 0.1 ) ( 0.9 )

Interest expense 25.8 22.8

Other nonoperating (income) expense ( 1.0 ) ( 0.1 )

Segment income before income taxes $ 223.6 $ 219.1

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

Three Months Ended June 30, 2025

Accretion of asset retirement obligations $ 0.8 $ — $ 0.8

Deferred and noncurrent income taxes (benefits) $ 1.8 $ ( 0.5 ) $ 1.3

Additions to property, plant and equipment $ 108.0 $ 4.6 $ 112.6

(Millions of dollars) Marketing

Totals Reconciling Items 4

Three Months Ended June 30, 2024

Accretion of asset retirement obligations $ 0.8 $ — $ 0.8

Deferred and noncurrent income taxes (benefits) $ ( 6.9 ) $ 0.9 $ ( 6.0 )

Additions to property, plant and equipment $ 119.2 $ 3.8 $ 123.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Six Months Ended

(Millions of dollars) 2025 2024

Revenues from external customers $ 9,530.3 $ 10,295.3

Reconciliation of revenue

Other revenues 1

Total consolidated revenue $ 9,530.4 $ 10,295.4

Cost of goods sold 8,434.7 9,209.3

Store and other operating expenses 541.2 521.9

Selling, general and administrative 111.0 121.2

Depreciation and amortization 121.1 110.6

Other segment items 3

Interest expense 3.9 4.2

Segment income before income taxes $ 316.4 $ 325.4

Reconciliation of income before income taxes

Income before income taxes $ 254.4 $ 275.1

Other (revenues) 1

( 0.1 ) ( 0.1 )

14 unchanged sentences

Totals Reconciling items 4

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Accretion of asset retirement obligations $ 1.7 $ — $ 1.7

3 unchanged sentences

Totals Reconciling items 4

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Accretion of asset retirement obligations $ 1.6 $ — $ 1.6

1 unchanged sentence

Additions to property, plant and equipment $ 190.4 $ 14.8 $ 205.2

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

Murphy USA Inc.

1 unchanged sentence

Reconciliation of Assets

March 31, December 31,

June 30, December 31,

(Millions of dollars) 2025 2024

3 unchanged sentences

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

Note 17 — Subsequent Events

On April 7, 2025, the Company refinanced its existing credit facility including both the revolving credit facility and the secured term loan.

This amended credit agreement provides for a secured term loan of $ 600 million (which was borrowed in full) and revolving credit commitments of $ 750 million.

The term loan matures seven years from the date of issuance and the revolving credit facility matures in five years .

The secured term loan accrues interest at SOFR plus 1.75 %, and the revolving credit facility accrues interest, when drawn, at SOFR plus a range of 1.25 % to 2.00 % depending on a total debt to EBITDA ratio covenant.

As part of entering into the amended credit agreement, the amounts drawn under the prior agreement were fully repaid and retired.

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-Q

Item 1. Financial Statements