Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, certain of our officers and directors adopted Rule 10b5-1 trading arrangements as follows.
On August 11, 2025 , Renee M. Bacon , Senior Vice President, Sales and Operations & Chief Merchandising Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Bacon's plan is for the sale of 606 RSUs and 1,212 PSUs that she will receive at the February 2026 vesting date. The actual number of shares sold will depend on the vesting of certain performance-based equity awards and the number of shares withheld by the Company to satisfy its income tax withholding obligations, and may vary from
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the approximate number provided. The plan will terminate at the earlier of the date all shares under the plan are sold or February 27, 2026 .
On August 12, 2025 , Mindy K. West , currently President and Chief Operating Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. West's plan is for the exercise of 17,200 options and the sale of the resulting net shares. The actual number of shares sold will depend on the number of shares withheld by the Company to satisfy the option exercise price and income tax withholding obligations and may vary from the approximate number provided. The plan will terminate at the earlier of the date all shares under the plan are sold or May 29, 2026 .
ITEM 6. EXHIBITS
The Exhibit Index on page 48 of this Form 10-Q report lists the exhibits that are filed herewith or incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MURPHY USA INC.
(Registrant)
By /s/ Donald R. Smith Jr.
Donald R. Smith Jr., Vice President,
Interim Chief Financial Officer, Chief Accounting Officer and Treasurer
October 30, 2025
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EXHIBIT INDEX
Exhibit
Number
Description
31.1* Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2* Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
101. INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101. SCH* Inline XBRL Taxonomy Extension Schema Document
101. CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101. PRE* Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
* Filed herewith
† Management contract or compensatory plan or arrangement
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.