What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 129 added, 111 removed, 310 unchanged (44% of the section changed)

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It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business.

• Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the three and six months ended June 30, 2025 and 2024.

• Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the three and six months ended June 30, 2025 and 2024.

• Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the three and nine months ended September 30, 2025 and 2024.

• Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the three and nine months ended September 30, 2025 and 2024.

It also includes a discussion of our capital structure and available sources of liquidity.

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We also have a mix of convenience stores and retail gasoline stores located in New Jersey and New York that operate under the QuickChek ® brand, comprising our Northeast region.

At June 30, 2025, we had a total of 1,766 Company stores in 27 states, of which 1,612 were Murphy branded and 154 were under the QuickChek brand.

At September 30, 2025, we had a total of 1,772 Company stores in 27 states, of which 1,620 were Murphy branded and 152 were under the QuickChek brand.

We also market petroleum products to unbranded wholesale customers through a mixture of Company-owned and third-party terminals.

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Our QuickChek subsidiaries use a weekly retail calendar where each quarter typically has 13 weeks.

the QuickChek results cover the period March 29, 2025 to June 27, 2025, and the 2025 year-to-date period began December 28, 2024.

For Q2 2024, the QuickChek results cover the period March 30, 2024 to June 28, 2024, and the 2024 year-to-date period began December 30, 2023.

the QuickChek results cover the period June 28, 2025 to September 26, 2025, and the 2025 year-to-date period began December 28, 2024.

For Q3 2024, the QuickChek results cover the period June 29, 2024 to September 27, 2024, and the 2024 year-to-date period began December 30, 2023.

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

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Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 30.7 cents per gallon ("cpg") in Q3 2025, compared to 32.6 cpg in Q3 2024.

Retail fuel margin dollars decreased 1.7% in the current quarter and retail fuel volumes decreased 0.2% when compared to Q2 2024.

Retail fuel margin dollars decreased 10.4% in the current quarter and retail fuel volumes increased 1.2% when compared to Q3 2024.

Our revenues are impacted by the ability to leverage our diverse supply infrastructure in pursuit of obtaining the lowest cost of fuel supply available;

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Revenue from the sales of RINs is included in “Other operating revenues” in the Consolidated Statements of Income.

As of June 30, 2025, we had $1.3 billion of Senior Notes, $88.0 million outstanding under our revolving credit facility and a $600 million term loan outstanding.

As of September 30, 2025, we had $1.3 billion of Senior Notes, $245.0 million outstanding under our revolving credit facility and a $600 million term loan outstanding.

We believe that we will generate sufficient cash from operations to fund our ongoing operating requirements and service our debt obligations.

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In addition, the Company looks to expand additional capabilities such as food and beverage within our network.

We currently estimate our ongoing effective tax rate to be between 23% and 25% for the remainder of the year.

We currently estimate our effective tax rate to be between 23.5% and 24.5% for the full year 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions.

The Company is currently evaluating OBBBA;

however, it is not expected to have a material impact on the Company's effective tax rate or consolidated financial statements.

The Company has evaluated OBBBA and it did not have a material impact on the Company's consolidated financial statements.

Our business has inherent seasonality due to the concentration of our retail stores in certain geographic areas, as well as customer behaviors during different seasons.

In general, sales volumes and operating incomes are typically highest in the second and third quarters during the summer-activity months and lowest during the winter months.

As a result, operating results for the three and six months ended June 30, 2025, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2025.

As a result, operating results for the three and nine months ended September 30, 2025, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2025.

Business Segment

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The Marketing segment includes our retail marketing stores and product supply and wholesale assets.

For additional operating segment information, see Note 22 “Business Segments” in the audited combined financial statements for the year ended December 31, 2024 included with our Annual Report on Form 10-K and Note 16 “Business Segments” in the accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2025.

Results of Operations

Consolidated Results

For the three months ended June 30, 2025, the Company reported net income of $145.6 million, or $7.36 per diluted share, on revenue of $5.0 billion.

For the three months ended September 30, 2025, the Company reported net income of $129.9 million, or $6.76 per diluted share, on revenue of $5.1 billion.

Net income was $149.2 million for the same period in 2024, or $7.20 per diluted share, on $5.2 billion of revenue.

In the current year quarter, the Company experienced higher total fuel contribution and higher overall merchandise contribution compared to the prior year period, coupled with lower general and administrative expenses, lower payment fees and lower income taxes.

These benefits were partially offset by higher depreciation and amortization, higher store operating expenses and higher interest expense period over period.

For the six months ended June 30, 2025, the Company reported net income of $198.8 million, or $9.95 per diluted share, on revenue of $9.5 billion.

In the current year quarter, the Company experienced higher overall merchandise contribution compared to the prior year period, coupled with lower general and administrative expenses, lower income taxes and lower payment fees.

These benefits were more than offset by lower total fuel contribution, restructuring expenses, higher store operating expenses, higher depreciation and amortization and higher interest expense period over period.

For the nine months ended September 30, 2025, the Company reported net income of $328.7 million, or $16.64 per diluted share, on revenue of $14.6 billion.

Net income for the same period in 2024 was $360.0 million, or $17.17 per diluted share, on $15.5 billion of revenue.

For the year-to-date period, the Company generated higher total fuel contribution and higher overall merchandise contribution compared to the same period in 2024, while also benefiting from lower general and administrative expenses, lower income tax expense and lower payment fees.

Increases in depreciation and amortization, higher store operating expenses and higher interest expense more than offset these benefits resulting in lower net income for the 2025 year-to-date period.

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

For the year-to-date period, the Company generated higher overall merchandise contribution compared to the same period in 2024, while also benefiting from lower general and administrative expenses, lower income tax expense and lower payment fees.

Lower total fuel contribution, higher store operating expenses, increases in depreciation and amortization, restructuring expenses and higher interest expense more than offset these benefits resulting in lower net income for the 2025 year-to-date period.

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

Revenues for Q3 2025 decreased $0.1 billion, or 2.5%, compared to the same quarter in 2024.

The decrease in revenues was primarily due to a 12.2% reduction in the average retail fuel sales price during the quarter and a decrease of 0.2% in fuel sales volumes, which was partially offset by a 1.1% increase in merchandise sales revenue.

The decrease in revenues was primarily due to a 7.2% reduction in the average retail fuel sales price during the quarter, which was partially offset by an increase of 1.2% in fuel sales volumes and a 3.7% increase in merchandise sales revenue.

Cost of sales in Q3 2025 decreased $0.1 billion, or 2.9%, when compared to Q3 2024.

In the current-year quarter, the decrease was primarily due to lower fuel cost and lower fuel volumes sold, partially offset by higher merchandise costs.

In the current-year quarter, the decrease was primarily due to lower fuel cost, partially offset by higher fuel volumes sold and higher merchandise costs.

Store and other operating expenses increased $9.8 million, or 3.5%, in Q3 2025 compared to Q3 2024, primarily due to increases from net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

Selling, general and administrative ("SG&A") expenses for Q3 2025 decreased $4.7 million, or 7.8%, versus Q3 2024.

The decrease in SG&A costs is primarily due to lower professional fees, decreased incentive costs and lower employee related costs in the current quarter.

The decrease in SG&A costs is primarily due to lower professional fees in the current quarter.

Restructuring expenses of $12.6 million, related primarily to severance and other benefits offered to impacted employees, were incurred in the current-year quarter.

Depreciation and amortization expense increased $7.1 million in Q3 2025, or 11.3%, when compared to the same period of 2024, primarily due to the increased number of Murphy branded stores with larger formats, raze-and-rebuild activity in the quarter and strategic investments related to technology improvement initiatives in recent years.

The effective income tax rate was approximately 25.1% for Q3 2025 compared to 24.9% in Q3 2024.

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

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

Year-to-date revenues decreased $0.9 billion, or 5.8%, compared to the same period in 2024.

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Year-to-date store and other operating expenses increased $29.1 million, or 3.6%, compared to the same period in 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by lower payment fees.

SG&A expenses for the first six months of 2025 decreased $10.2 million, or 8.4%, compared to the first six months of 2024.

SG&A expenses for the first nine months of 2025 decreased $14.9 million, or 8.2%, compared to the first nine months of 2024.

The decrease in SG&A costs is primarily due to lower professional fees, lower employee related costs and decreased incentive costs versus the same period of 2024.

Restructuring expenses of $12.6 million, related primarily to severance and other benefits offered to impacted employees, were incurred in the current-year period.

Depreciation and amortization expense increased $23.3 million, or 12.9%, year-to-date from the same period of 2024 primarily due to the increased number of Murphy branded stores with larger formats, raze-and-rebuild activity in the quarter and strategic investments related to technology improvement initiatives in recent years.

The effective income tax rate was approximately 21.9% for the six months ended June 30, 2025 versus approximately 23.4% for the same period of 2024.

The year-to-date rate is lower due to excess tax benefits related to share-based compensation and recognition of purchased Federal energy tax credits.

The effective income tax rate was approximately 23.2% for the nine months ended September 30, 2025 versus approximately 24.0% for the same period of 2024.

Segment Results

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2025 2024 2025 2024

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Net Income $ 129.9 $ 149.2 $ 328.7 $ 360.0

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

Marketing segment net income for the three months ended June 30, 2025 was higher compared to the same period in 2024 primarily due to:

• Higher total fuel contribution;

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

Marketing segment net income for the three months ended September 30, 2025 was lower compared to the same period in 2024 primarily due to:

• Lower total fuel contribution;

• Higher store and other operating expenses;

• Higher depreciation and amortization expenses

The items below partially offset the decrease in net income in the current period:

• Higher retail fuel sales volumes;

• Higher merchandise contribution;

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• Lower income tax expense

The items below partially offset the increase in net income in the current period:

• Lower retail fuel sales volumes;

• Higher store and other operating expenses;

• Higher depreciation and amortization expenses

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

Marketing segment net income for the six months ended June 30, 2025 was lower compared to the same six-month period in 2024 primarily due to:

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

Marketing segment net income for the nine months ended September 30, 2025 was lower compared to the same nine-month period in 2024 primarily due to:

• Lower total fuel contribution

• Lower fuel sales volumes

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• Higher depreciation and amortization expenses

The items below partially offset the decrease in net income in the six-month period:

• Higher total fuel contribution

The items below partially offset the decrease in net income in the nine-month period:

• Higher merchandise contribution

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(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Marketing Segment 2025 2024 2025 2024

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Total operating revenues 5,110.0 5,238.4 14,640.3 15,533.7

(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

September 30, Nine Months Ended

September 30,

Marketing Segment 2025 2024 2025 2024

Operating expenses

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Income (loss) from operations 220.9 225.9 541.2 555.5

(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

June 30, Six Months Ended

Marketing Segment 2025 2024 2025 2024

Other income (expense)

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Key Operating Metrics 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) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Key Operating Metrics 2025 2024 2025 2024

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Variance from prior year Variance from prior year

Three months ended Six months ended

June 30, 2025 June 30, 2025

Three months ended Nine months ended

September 30, 2025 September 30, 2025

Fuel gallons per month (2.6) % (1.8) % (3.3) % (2.6) %

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2 Includes all activity associated with our loyalty program(s)

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

Net income in the Marketing segment for Q2 2025 increased $4.1 million, to $167.9 million when compared to the Q2 2024 period.

Contributions from both fuel and merchandise were higher in the current quarter compared to the prior year period coupled with lower general and administrative expenses, lower payment fees and lower income taxes.

These benefits were partially offset by higher depreciation and amortization, higher store operating expenses and higher interest expense, resulting in higher net income in Q2 2025 compared to the Q2 2024 period.

Total fuel contribution for Q2 2025, was $393.0 million, an increase of $2.7 million, or 0.7%, compared to Q2 2024.

This increase was due to higher retail fuel contribution and higher contribution from PS&W margins, which was partially offset by lower fuel volumes sold in the period when compared to Q2 of 2024.

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

Net income in the Marketing segment for Q3 2025 decreased $4.1 million, to $163.9 million when compared to the Q3 2024 period.

Contributions from merchandise were higher in the current quarter compared to the prior year period coupled with lower general and administrative expenses, lower income taxes and lower payment fees.

These benefits were more than offset by lower fuel margins, higher store operating expenses, and higher depreciation and amortization, resulting in lower net income in Q3 2025 compared to the Q3 2024 period.

Total fuel contribution for Q3 2025, was $384.8 million, a decrease of $19.4 million, or 4.8%, compared to Q3 2024.

This decrease was due to lower retail fuel contribution, which was partially offset by higher contribution from PS&W margins and higher fuel volumes sold in the period when compared to Q3 of 2024.

Retail fuel margins on a cpg basis decreased 11.3% in Q3 2025 to 28.3 cpg, compared to 31.9 cpg in the prior year period.

Total retail fuel volumes decreased 0.2% and fuel sales volumes on an SSS basis declined 3.2% in Q2 2025 when compared to Q2 2024.

Total retail fuel volumes increased 1.2% and fuel sales volumes on an SSS basis declined 2.6% in Q3 2025 when compared to Q3 2024.

Total product supply and wholesale contribution dollars, including RINs, increased $21.8 million in Q3 2025 when compared to Q3 2024, primarily due to timing of inventory movements and pricing impacts related to market conditions.

Total merchandise sales were $39.9 million, or 3.7%, higher in Q3 2025 vs Q3 2024, coming in at approximately $1.1 billion in both quarters.

Total merchandise contribution in Q2 2025 improved 1.0% compared to Q2 2024, primarily due to favorable sales mix and higher retail prices, combined with increased store count compared to the prior year period.

Total SSS merchandise contribution dollars were lower by 0.9%, which included an increase of 0.9% in nicotine products, more than offset by a 2.4% decrease in non-nicotine products.

Total merchandise contribution in Q3 2025 improved 11.3% compared to Q3 2024, primarily due to favorable sales mix and unit growth including promotional activity in the nicotine categories, combined with increased store count compared to the prior year period.

Total SSS merchandise contribution dollars grew by 8.3%, which included an increase of 18.0% in nicotine products and a 0.1% increase in non-nicotine products.

Store and other operating expenses increased $9.7 million in Q3 2025 compared to Q3 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were 1.7% higher, primarily attributable to increased employee related expenses.

SG&A expenses in Q2 2025 were $8.2 million lower compared to Q2 2024, due primarily to lower professional fees, lower incentive costs and lower employee related costs in the current quarter.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were 3.0% higher, primarily attributable to increased employee related expenses and maintenance costs.

SG&A expenses in Q3 2025 were $4.7 million lower compared to Q3 2024, due primarily to lower professional fees in the current quarter.

Depreciation and amortization expense increased $5.0 million, or 8.5%, in Q3 2025 compared to Q3 2024 due to the increased number of larger format Murphy branded stores and raze-and-rebuild activity in the quarter.

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

Net income in the Marketing segment for the six months ended June 30, 2025 decreased $2.3 million compared to the six months ended June 30, 2024.

The decrease was primarily due to increased store operating expenses, increased depreciation and amortization and lower fuel sales volumes, , which were partially offset by higher total fuel contribution, higher overall merchandise contributions, lower SG&A expenses and lower income tax expense.

Total fuel contribution for the six-month period ended June 30, 2025 was $680.3 million, an increase of $3.9 million, or 0.6%, compared to the first six months of 2024.

This increase was primarily due to higher retail fuel contribution and lower contribution from PS&W margins, partially offset by lower fuel volumes sold in the period when compared to the first six months of 2024.

Retail fuel margins on a cpg basis increased 3.1%, to 26.6 cpg, for the six-month period ended June 30, 2025, compared to 25.8 cpg in the same period of 2024.

Total retail fuel sales volumes decreased 1.0%, and volumes on an SSS basis decreased 3.7% in the six-month period ended June 30, 2025 when compared to the same six-month period of 2024.

Total product supply and wholesale contribution dollars, including RINs, decreased $7.7 million compared to the first six months of 2024, primarily due to timing and pricing impacts related to market conditions.

Total merchandise sales increased 0.5% to $2.1 billion in the six months ended June 30, 2025 compared to $2.1 billion in the first six months of 2024.

Year-to-date 2025 total merchandise contribution increased 1.6% compared to the same period of 2024, primarily due to favorable sales mix and higher retail prices, combined with increased store count compared to the prior year period.

Total year-to-date SSS merchandise contribution dollars were flat compared to the same period of 2024 with an increase of 1.8% in nicotine products being offset by a 1.6% decrease in non-nicotine products.

Store and other operating expenses increased $19.3 million, or 3.7%, in the current year compared to the same six-month period of 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores.

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

Net income in the Marketing segment for the nine months ended September 30, 2025 decreased $6.4 million compared to the nine months ended September 30, 2024.

The decrease was primarily due to lower total fuel contribution, increased store operating expenses, increased depreciation and amortization and lower fuel sales volumes, which were partially offset by higher overall merchandise contributions, lower SG&A expenses and lower income tax expense.

Total fuel contribution for the nine-month period ended September 30, 2025 was $1.1 billion, a decrease of $15.5 million, or 1.4%, compared to the first nine months of 2024.

This was primarily due to lower retail fuel contribution and lower fuel volumes sold, partially offset by higher contribution from PS&W margins in the period when compared to the first nine months of 2024.

Retail fuel margins on a cpg basis decreased 2.5%, to 27.2 cpg, for the nine-month period ended September 30, 2025, compared to 27.9 cpg in the same period of 2024.

Total retail fuel sales volumes decreased 0.3%, and volumes on an SSS basis decreased 3.3% in the nine-month period ended September 30, 2025 when compared to the same nine-month period of 2024.

Total product supply and wholesale contribution dollars, including RINs, increased $14.1 million compared to the first nine months of 2024, primarily due to timing and pricing impacts related to market conditions.

Total merchandise sales increased 1.6% in the nine months ended September 30, 2025 compared to the first nine months of 2024, with sales of approximately $3.2 billion in both periods.

Year-to-date 2025 total merchandise contribution increased 4.9% compared to the same period of 2024, primarily due to favorable sales mix, higher retail prices and promotional activity in the nicotine categories, combined with increased store count compared to the prior year period.

Total year-to-date SSS merchandise contribution dollars improved 2.9% compared to the same period of 2024 with an increase of 7.3% in nicotine products being partially offset by a 1.0% decrease in non-nicotine products.

Store and other operating expenses increased $29.0 million, or 3.6%, in the current year compared to the same nine-month period of 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 3.1%, primarily due to employee related expenses and maintenance costs.

SG&A expenses decreased $10.2 million in 2025 compared to the same six-month period of 2024 due primarily to lower professional fees, lower employee related costs and decreased incentive costs.

Depreciation and amortization expense increased $10.5 million, or 9.5%, in the first six months of 2025 due to new larger store formats for Murphy branded stores combined with raze-and-rebuild activities.

SG&A expenses decreased $14.9 million in 2025 compared to the same nine-month period of 2024 due primarily to lower professional fees, lower employee related costs and decreased incentive costs.

Depreciation and amortization expense increased $15.5 million, or 9.2%, in the first nine months of 2025 due to new larger store formats for Murphy branded stores combined with raze-and-rebuild activities.

Corporate and Other Assets

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

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

Loss from continuing operations for Corporate and other assets for Q3 2025 was $34.0 million, compared to a loss of $18.8 million in Q3 2024.

The increase from the prior year quarter was primarily due to a $3.1 million increase in net interest expense, a $2.8 million increase in depreciation and amortization expense and a $0.8 million reduction in investment income, partially offset by a $2.0 million increase in the income tax benefit, a $1.0 million increase in other nonoperating income and a $0.4 million increase in gain on sale of assets.

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

Loss from continuing operations for Corporate and other assets was $48.2 million for the six months ended June 30, 2025, compared to a loss of $38.5 million in the same period of 2024.

The year-over-year increase was primarily due to a $5.7 million increase in depreciation and amortization expense, a $3.7 million increase in net interest expense and a $2.1 million reduction in investment income, partially offset by a $2.0 million increase in the income tax benefit period over period.

The increase from the prior year quarter was primarily due to a $12.6 million restructuring charge, a $4.7 million increase in net interest expense, a $2.2 million increase in depreciation and amortization expense and a $0.9 million reduction in investment income, partially offset by a $5.1 million increase in the income tax benefit compared to the prior year quarter.

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

Loss from continuing operations for Corporate and other assets was $82.2 million for the nine months ended September 30, 2025, compared to a loss of $57.3 million in the same period of 2024.

The year-over-year increase was primarily due to a $12.6 million restructuring charge, a $8.4 million increase in net interest expense, a $7.9 million increase in depreciation and amortization expense and a $3.0 million reduction in investment income, partially offset by a $7.0 million increase in the income tax benefit period over period.

Non-GAAP Measures

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.

EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisitions, and other non-operating (income) expense).

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024.

EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2025 2024 2025 2024

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EBITDA $ 272.3 $ 284.9 714.1 725.7

Restructuring expense 12.6 — 12.6 —

Accretion of asset retirement obligations 0.9 0.8 2.6 2.4

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Significant Sources of Capital

As of June 30, 2025, we had $54.1 million of cash and cash equivalents.

As of September 30, 2025, we had $42.8 million of cash and cash equivalents.

Our cash management policy provides that cash balances in excess of a certain threshold may be reinvested in certain types of low-risk investments.

Following the refinancing effective as of April 7, 2025, we have a committed cash flow revolving credit facility providing for aggregate borrowings of $750 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein.

As of June 30, 2025, there was $88.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet.

As of September 30, 2025, there was $245.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet.

The Revolving Facility had $56.0 million of outstanding borrowings at December 31, 2024.

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Operating Activities

Net cash provided by operating activities was $383.6 million for the six months ended June 30, 2025 and was $396.8 million for the same period of 2024, a decrease of $13.2 million, or 3.3%.

The decrease for the six months ended June 30, 2025 is mainly due to a decrease in the amount of cash required from changes in noncash working capital of $18.7 million and a decrease in net income of $12.0 million, partially offset by increased depreciation of $16.2 million and higher deferred and noncurrent tax charges of $6.4 million compared to the same period in 2024.

For the six months ended June 30, 2025, operating cash provided by changes in non-cash operating working capital of $37.1 million was due to an increase in accounts payable and accrued liabilities of $69.5 million which was related to the timing of payments, a decrease in inventory of $4.1 million due to lower retail prices and volumes and a decrease in prepaid expenses of $3.6 million, which was partially offset by an increase in accounts receivable of $28.0 million due to slower timing of collecting receipts and a decrease of $12.1 million in income taxes payable due in part to the recognition of Federal energy tax credits in the current year period.

Net cash provided by operating activities was $568.4 million for the nine months ended September 30, 2025 and was $598.9 million for the same period of 2024, a decrease of $30.5 million, or 5.1%.

The decrease for the nine months ended September 30, 2025 is mainly due to a decrease in the amount of cash required from changes in non-cash working capital of $58.2 million and a decrease in net income of $31.3 million, partially offset by higher deferred and noncurrent tax charges of $31.0 million and increased depreciation of $23.3 million compared to the same period in 2024.

For the nine months ended September 30, 2025, operating cash required by changes in non-cash operating working capital of $26.2 million was due to an increase in accounts receivable of $36.0 million due to the timing of collecting receipts, a decrease in accounts payable and accrued liabilities of $4.7 million which was related to the timing of payments and a decrease of $3.4 million in income taxes payable due in part to the recognition of Federal energy tax credits in the current year period, which was partially offset by a decrease in inventory of $14.4 million due to lower retail prices and volumes and a decrease in prepaid expenses of $3.5 million.

Investing Activities

For the six months ended June 30, 2025, cash required by investing activities was $204.3 million compared to $189.4 million in 2024.

The $14.9 million increase in cash required by investing activities in the current year period was primarily due to an increase of $11.6 million in capital expenditures due to the timing of payments for projects and a reduction of $4.0 million in the amount of maturities of marketable securities.

For the nine months ended September 30, 2025, cash required by investing activities was $321.2 million compared to $320.9 million in 2024.

The $0.3 million increase in cash required by investing activities in the current year period was primarily due to a reduction of $10.0 million in the amount of maturities of marketable securities, partially offset by a decrease of $8.2 million in capital expenditures due to the timing of payments for projects.

Financing Activities

Financing activities in the six months ended June 30, 2025 required cash of $172.2 million compared to cash of $245.4 million in the six months ended June 30, 2024, a decrease of $73.2 million.

The first six months of 2025 included payments of $363.8 million for the repurchase of common shares, which was an increase of $171.3 million compared to repurchases of $192.5 million in the 2024 period.

Dividend payments increased $1.7 million in 2025 compared to amounts paid in the first six months of 2024.

Net borrowings of debt provided $239.3 million in 2025 compared to net repayments of debt requiring $7.8 million in 2024.

Financing activities in the nine months ended September 30, 2025 required cash of $251.4 million compared to cash of $343.3 million in the nine months ended September 30, 2024, a decrease of $91.9 million.

The first nine months of 2025 included payments of $583.0 million for the repurchase of common shares, which was an increase of $265.3 million compared to repurchases of $317.7 million in the 2024 period.

Dividend payments increased $2.6 million in 2025 compared to amounts paid in the first nine months of 2024.

Net borrowings of debt provided $393.1 million in 2025 compared to net borrowings of debt providing $29.3 million in 2024.

Debt issuance cost related to financing activities increased $9.0 million in 2025.

Amounts related to share-based compensation required $5.0 million less in cash during 2025 than in 2024.

During the six months ended June 30, 2025, the Company paid cash dividend payments of $0.99 per common share, for a total of $19.6 million, compared to the period ended June 30, 2024, in which dividends of $0.86 per common share were paid for total cash dividend payments of $17.9 million.

During the nine months ended September 30, 2025, the Company paid cash dividend payments of $1.52 per common share, for a total of $29.7 million, compared to the period ended September 30, 2024, in which dividends of $1.31 per common share were paid for total cash dividend payments of $27.1 million.

As a part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time.

On October 29, 2025, the Company announced that the Board of Directors had declared a quarterly cash divided of $0.63 per common share, or $2.52 per share on an annualized basis.

The dividend is payable on December 1, 2025, to stockholders of record as of November 10, 2025.

Share Repurchase Program

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The authorization value excludes any excise tax that may be incurred.

During the six months ended June 30, 2025, the Company repurchased a total of 791,827 common shares for approximately $211.9 million, at an average price of $450.25 per share, including accrued excise taxes.

As of June 30, 2025, we had approximately $578.0 million remaining under our 2023 authorization.

Our long-term debt at June 30, 2025 and December 31, 2024 was as set forth below:

(Millions of dollars) June 30,

During the nine months ended September 30, 2025, the Company repurchased a total of 1,361,255 common shares for approximately $584.5 million, at an average price of $429.39 per share, including accrued excise taxes.

As of September 30, 2025, we had approximately $358.7 million remaining under our 2023 authorization.

On October 29, 2025, the Company announced that the Board of Directors approved a share repurchase authorization of up to $2.0 billion to be executed by December 31, 2030.

This authorization will commence at the conclusion of the existing 2023 authorization.

The authorization value excludes any excise tax that may be incurred.

Purchases may be effected in the open market, through privately negotiated transactions, through one or more accelerated stock repurchase programs, through a combination of the foregoing or in any other manner in the discretion of management.

Purchases will be made subject to available cash, market conditions and compliance with our financing arrangements at any time during the period of authorization.

We may use cash from operations as well as draws under our credit facilities to effect purchases.

Our long-term debt at September 30, 2025 and December 31, 2024 was as set forth below:

(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 2031 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 2031 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 and 2029 Senior Notes.

The indenture governing the

2031 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 and 2029 Senior Notes.

The Senior Notes and related guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness.

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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.

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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 $400.0 million or 15.0% of consolidated net tangible assets 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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The combined assets, liabilities and results of operations of MOUSA and the guarantors are not materially different from corresponding amounts presented in the consolidated financial statements included herein.

MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the three and six months ended June 30, 2025, and accounted for the vast majority of our total assets as of June 30, 2025.

MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the three and nine months ended September 30, 2025, and accounted for the vast majority of our total assets as of September 30, 2025.

In the event MOUSA itself were unable to service the Company's consolidated debt obligations, our business and financial condition would be materially adversely impacted.

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The remainder of our capital spending and investment activity, which is primarily technology related, is attributable to Corporate and other assets.

The following table outlines our capital spending and investments for the three and six month periods ended June 30, 2025 and 2024:

The following table outlines our capital spending and investments for the three and nine month periods ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2025 2024 2025 2024

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This Quarterly Report on Form 10-Q contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings and associated capital expenditures, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases.

statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.

Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.

Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to:

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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-Q

Item 2. Management’s Discussion and Analysis