What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 161 added, 95 removed, 753 unchanged (25% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, December 31,

September 30, December 31,

(Millions of dollars, except share amounts) 2025 2024

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

12 unchanged sentences

Selling, general and administrative 55.3 60.0 166.3 181.2

Restructuring expense 12.6 — 12.6 —

Accretion of asset retirement obligations 0.9 0.8 2.6 2.4

24 unchanged sentences

(Millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

9 unchanged sentences

(Millions of dollars)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

3 unchanged sentences

Deferred and noncurrent income tax charges (benefits) 27.0 ( 4.0 )

Restructuring expense, net of cash paid 12.6 —

Accretion of asset retirement obligations 2.6 2.4

46 unchanged sentences

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

Net income — — — — 149.2 — 149.2

Cash dividends declared ($ 0.45 per share)

— — — — ( 9.2 ) — ( 9.2 )

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

Purchase of treasury stock — — ( 126.4 ) — — — ( 126.4 )

Issuance of treasury stock — — ( 0.1 ) ( 0.1 ) — — ( 0.2 )

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

Share-based compensation expense — — — 6.0 — — 6.0

Balance as of September 30, 2024

46,767,164 $ 0.5 $ ( 3,265.9 ) $ 484.7 $ 3,610.8 $ — $ 830.1

Murphy USA Inc.

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

Net income — — — — 129.9 — 129.9

Cash dividends declared ($ 0.53 per share)

— — — — ( 10.1 ) — ( 10.1 )

Purchase of treasury stock — — ( 221.4 ) — — — ( 221.4 )

Issuance of treasury stock — — 1.3 ( 1.6 ) — — ( 0.3 )

Amounts related to share-based compensation — — — ( 3.6 ) — — ( 3.6 )

Share-based compensation expense — — — 5.4 — — 5.4

Balance as of September 30, 2025

46,767,164 $ 0.5 $ ( 3,966.0 ) $ 469.3 $ 4,042.2 $ — $ 546.0

See notes to consolidated financial statements.

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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 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.

At September 30, 2025, the Company had a total of 1,772 Company stores of which 1,620 were branded as Murphy and 152 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 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.

For the three month period ended September 30, 2025, the QuickChek results covered the period June 28, 2025 to September 26, 2025, and the 2025 year-to-date period began December 28, 2024.

For the three month period ended September 30, 2024, the QuickChek results covered the period June 29, 2024 to September 27, 2024, and the 2024 year-to-date period began December 30, 2023.

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

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

Early adoption is permitted.

The amendments

The amendments in this update are effective for the Company for annual periods beginning after December 15, 2026,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

should be applied either prospectively or retrospectively.

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.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Measurement of Credit Losses for

Accounts Receivable and Contract Assets." This ASU addresses challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The amendments in this update introduce a practical expedient for all entities, and an accounting policy election for entities other than public business entities.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company does not expect for this to have a material impact on the Company's consolidated financial statements.

Note 2 — Revenues

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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 and six months ended June 30, 2025 and 2024, respectively:

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

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

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

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

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

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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 June 30, 2025 and December 31, 2024 were immaterial.

The deferred revenue balances at September 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 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.

At September 30, 2025 and December 31, 2024, we had $ 133.1 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.

2 unchanged sentences

Inventories consisted of the following:

(Millions of dollars) June 30,

(Millions of dollars) September 30,

2025 December 31,

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Total inventories $ 387.2 $ 401.6

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.

At September 30, 2025 and December 31, 2024, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 209.0 million and $ 189.1 million, respectively.

Note 4 — Marketable Securities

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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 June 30, 2025 or December 31, 2024.

The Company held no marketable securities at September 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) June 30,

(Millions of dollars) September 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.

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

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

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

(Millions of dollars) Cost Net Cost Net

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Long-term debt consisted of the following:

(Millions of dollars) June 30,

(Millions of dollars) September 30,

2025 December 31,

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

5.625 % senior notes due 2027 (net of unamortized discount of $ 0.6 at September 30, 2025 and $ 0.9 at December 31, 2024)

$ 299.4 $ 299.1

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)

4.75 % senior notes due 2029 (net of unamortized discount of $ 2.5 at September 30, 2025 and $ 3.0 at December 31, 2024)

3.75 % senior notes due 2031 (net of unamortized discount of $ 3.3 at September 30, 2025 and $ 3.8 at December 31, 2024)

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

Term loan due 2032 (effective interest rate of 6.05 % at September 30, 2025) net of unamortized discount of $ 1.1 at September 30, 2025

Revolving credit facility, due 2030 (weighted average interest rate of 6.12 % at September 30, 2025)

Capitalized lease obligations, autos and equipment, due through 2030

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

As of September 30, 2025, we had $ 245.0 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.

5 unchanged sentences

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 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.

At September 30, 2025, our total leverage ratio was 2.20 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 $ 418.1 million as of September 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.

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Note 7 — Asset Retirement Obligations (ARO)

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 majority of the ARO recognized by the Company at September 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) June 30,

(Millions of dollars) September 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 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.

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

Three Months Ended September 30, 25.1 % 24.9 %

Nine Months Ended September 30, 23.2 % 24.0 %

In the nine months ended September 30, 2025, the Company recognized approximately $ 3.7 million of excess tax benefits related to stock compensation for employees, $ 3.7 million of benefit for purchased Federal energy tax credits, and $ 1.7 million in other discrete tax benefits.

For the nine months ended September 30, 2024, the Company recognized approximately $ 4.7 million of excess tax benefits related to stock compensation for employees and $ 0.3 million in other discrete tax benefits.

As of September 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 June 30, 2025 are presented in the following table:

Changes in options outstanding for Company employees during the period from December 31, 2024 to September 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 ( 4,050 ) $ 373.71

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

Outstanding at September 30, 2025 250,700 $ 224.59 3.3 $ 44.1

Exercisable at September 30, 2025 175,090 $ 148.46 2.4 $ 42.0

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 June 30, 2025 are presented in the following table:

Changes in RSUs outstanding during the period from December 31, 2024 to September 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 ( 5,331 ) $ 367.35

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

Outstanding at September 30, 2025 83,981 $ 376.07 $ 32.6

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 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.

During the nine-month period ended September 30, 2025, we granted 644 DSUs and recorded director expense of $ 0.3 million related to the grants.

At September 30, 2025, there were 2,383 Director DSUs vested and outstanding with an average grant date fair value of $ 399.10 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 June 30, 2025 are presented in the following table:

Changes in PSUs outstanding for Company employees during the period from December 31, 2024 to September 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 ( 3,663 ) $ 414.58

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

Outstanding at September 30, 2025 61,711 $ 442.38 $ 24.0

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 June 30, 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 September 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)

2 unchanged sentences

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

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

Outstanding at September 30, 2025 2,270 $ 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 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.

One DEU share was granted and vested on the DSUs during the quarter.

At September 30, 2025 there were 426 Director DSUs outstanding with an average grant date fair value of $ 259.67 per unit under the 2013 Directors Plan.

Share-based compensation for the nine months ended September 30, 2025 and 2024, was $ 14.5 million and $ 16.7 million, respectively.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements was $ 1.1 million and $ 0.9 million for the nine months ended September 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 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.

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

There were $ 0.4 million cash deposits at September 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 September 30, 2025 or December 31, 2024.

Note 11 — Earnings Per Share

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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 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

As of September 30, 2025, approximately $ 358.7 million remained under the 2023 authorization.

For the nine months ended September 30, 2025, the Company repurchased 1,361,255 shares of common stock for an average price of $ 429.39 per share including brokerage

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

fees and excise tax.

For the nine months ended September 30, 2024, 698,855 shares were repurchased for an average price of $ 458.46 per share.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Note 12 — Other Financial Information

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.

CASH FLOW DISCLOSURES — Cash income tax payments, net of refunds, were $ 69.9 million and $ 77.9 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

Interest paid, net of amounts capitalized, was $ 84.5 million and $ 77.6 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

CHANGES IN WORKING CAPITAL:

Six Months Ended

Nine Months Ended

September 30,

(Millions of dollars) 2025 2024

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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 June 30, 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 September 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 June 30, 2025, for more information.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended September 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 June 30, 2025 and December 31, 2024:

June 30, 2025

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

September 30, 2025

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

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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 June 30, 2025 and December 31, 2024.

At June 30, 2025 At December 31, 2024

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

At September 30, 2025 At December 31, 2024

(Millions of dollars) Carrying

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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 June 30, 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 September 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 June 30, 2025.

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

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Murphy USA is engaged in a number of other legal proceedings, all of which the Company considers routine and incidental to its business.

Currently, the City of Charleston, South Carolina, and the State of Delaware have filed lawsuits against energy companies, including the Company.

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 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.

The City of Charleston, South Carolina, and the State of Delaware filed lawsuits against energy companies, including the Company, alleging damages as a result of climate change, seeking unspecified monetary damages and abatement under various tort theories.

On August 6, 2025, the court in South Carolina dismissed the City of Charleston’s lawsuit on the merits.

No appeal was filed;

that lawsuit has concluded.

On January 9, 2024, the court in Delaware dismissed, in substantial part, the State of Delaware’s lawsuit on the merits.

Its attempt to appeal that partial dismissal was denied, and it is now proceeding on narrowed claims.

At this stage, the ultimate outcome of the State of Delaware matter 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.

1 unchanged sentence

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

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

At September 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.

8 unchanged sentences

Due to the uncertainties of future markets, economic factors, technology changes, demographic shifts and behavior, environmental regulatory requirements and other information that impacts decisions as to store location, management has determined that it was not reasonably certain to exercise contract options and they are not included in the lease term.

Additionally, short-term leases and leases with variable lease costs are immaterial.

The Company reviews all options to extend, terminate, or otherwise modify its lease agreements to determine if changes are required to the right-of-use assets and liabilities.

Additionally, short-term leases

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and leases with variable lease costs are immaterial.

The Company reviews all options to extend, terminate, or otherwise modify its lease agreements to determine if changes are required to the right-of-use assets and liabilities.

As the implicit interest rate is not readily determinable in most of the Company's lease agreements, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

7 unchanged sentences

Leases are reflected in the following balance sheet accounts:

(Millions of dollars) Classification June 30,

(Millions of dollars) Classification September 30,

2025 December 31,

(Right-of-use) Operating lease right-of-use assets, net $ 507.6 $ 492.9

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

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 65.2 at September 30, 2025 and $ 56.3 at December 31, 2024

Total leased assets $ 604.5 $ 596.8

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) Classification 2025 2024 2025 2024

7 unchanged sentences

Cash Flow Information:

Six Months Ended

Nine Months Ended

September 30,

(Millions of dollars) 2025 2024

3 unchanged sentences

Financing cash flows required by finance leases $ 9.1 $ 8.7

Maturity of Lease Liabilities at June 30, 2025:

Maturity of Lease Liabilities at September 30, 2025:

(Millions of dollars) Operating leases Finance leases

8 unchanged sentences

Lease Term and Discount Rate:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted average remaining lease term (years)

19 unchanged sentences

Marketing Segment Information Three Months Ended

September 30,

(Millions of dollars) 2025 2024

15 unchanged sentences

Depreciation and amortization 6.4 4.3

Restructuring expense 12.6 —

(Gain) loss on sale of assets — 0.1

11 unchanged sentences

Totals Reconciling Items 4

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Accretion of asset retirement obligations $ 0.9 $ — $ 0.9

3 unchanged sentences

Totals Reconciling Items 4

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Accretion of asset retirement obligations $ 0.8 $ — $ 0.8

1 unchanged sentence

Additions to property, plant and equipment $ 130.7 $ 16.2 $ 146.9

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Six Months Ended

Marketing Segment Information Nine Months Ended

September 30,

(Millions of dollars) 2025 2024

16 unchanged sentences

Depreciation and amortization 19.5 11.7

Restructuring expense 12.6 —

(Gain) loss on sale of assets — —

11 unchanged sentences

Totals Reconciling items 4

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Accretion of asset retirement obligations $ 2.6 $ — $ 2.6

3 unchanged sentences

Totals Reconciling items 4

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Accretion of asset retirement obligations $ 2.4 $ — $ 2.4

5 unchanged sentences

Reconciliation of Assets

June 30, December 31,

September 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 — Restructuring Expenses

During the third quarter of 2025, the Company incurred restructuring charges as part of its ongoing efforts to strengthen operational effectiveness, improve organizational efficiency and position the company for long-term success.

These expenses, included in "Restructuring expense" in the Consolidated Statements of Income, consisted primarily of severance and other employee costs, including severance pay and other termination benefits, as well as other ancillary costs.

These restructuring charges were recorded as Corporate costs and therefore excluded from the financial results of the reportable segment.

A summary of the restructuring charges is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2025 2024 2025 2024

Severance pay, related benefits and other costs $ 12.6 $ — $ 12.6 $ —

Total restructuring expense $ 12.6 $ — $ 12.6 $ —

A reconciliation of the changes in the restructuring liability for the nine months ended September 30, 2025, is as follows:

(Millions of dollars)

Balance as of December 31, 2024

Charges incurred during the period 12.6

Cash payments —

Changes in estimates and other adjustments —

Balance as of September 30, 2025

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