What changed in this filing

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Item 1. Business

2026-02-18 compared with 2025-02-20 · 43 added, 45 removed, 295 unchanged (23% of the section changed)

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In addition, on January 29, 2021, the Company acquired Quick Chek Corporation ("QuickChek" or "QC"), a privately held convenience store chain.

Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,757 (as of December 31, 2024) retail stores located in 27 states, of which, 1,601 were branded as Murphy stores and 156 were branded as QuickChek stores.

Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,800 retail stores located in 27 states, of which 1,649 were branded as Murphy stores and 151 were branded as QuickChek stores.

The majority of our existing and new-to-industry ("NTI") retail gasoline stores operate under the brand names of Murphy USA and Murphy Express.

Plans are under way to transition all existing Murphy Express branded stores to the Murphy USA brand name.

These locations operate within close proximity to Walmart stores or within preferred markets across 25 states in the Southeast, Southwest, and Midwest areas of the United States.

Plans are underway to transition all existing Murphy Express branded stores to the Murphy USA brand name.

These locations operate within close proximity to Walmart stores or within preferred markets across 25 states in the Southeast, Southwest, and Midwest regions of the United States.

We also operate a combination of convenience stores and convenience stores with retail gasoline located in New Jersey and New York under the brand name of QuickChek and comprises our Northeast region.

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Strategic proximity to and complementary relationship with Walmart

Of our network of 1,757 retail stores (as of December 31, 2024), the majority are situated on prime locations located near Walmart stores.

Of our network of 1,800 retail stores, the majority are situated on prime locations located near Walmart stores.

We believe our proximity to Walmart stores generates significant traffic to our existing retail stores while our competitively priced gasoline and convenience offerings appeal to our shared customers.

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Our competitively priced fuel is a compelling offering for value-conscious consumers.

Despite a flat long-term outlook in overall gasoline demand (increased vehicle miles traveled in a normal economy essentially offsetting increased fuel efficiency), we believe value-conscious consumers that prefer convenience and service are a growing demand segment.

Despite a flat outlook in overall gasoline demand (increased vehicle miles traveled in a normal economy essentially offsetting increased fuel efficiency), we believe value-conscious consumers that prefer convenience and service are a growing demand segment.

In combination with our high-traffic locations, our competitive gasoline prices drive high fuel volumes and gross profit.

In addition, we believe we are an industry leader in per-store nicotine sales with our low-priced nicotine products and in total store sales per square foot as we also sell a growing

assortment of single-serve/immediate consumption items.

We continue to provide value opportunities to our customers through our Murphy Drive Rewards and QC Rewards loyalty programs which reward customers with discounted and free items based on purchases of qualifying fuel and merchandise, as applicable.

In addition, our robust nicotine business remains among the highest-volume performers in our industry due to our value-forward offer and disciplined merchandising in this highly complex and competitive space.

We continue to expand value-driven offers across our growing merchandise assortment

and increasingly leverage digital engagement through Murphy Drive Rewards and QuickChek Rewards, providing customers with targeted discounts and personalized offers on both fuel and in‑store purchases.

Low-cost retail operating model

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We expect that our strong cash position combined with availability under our credit facility will continue to provide us with a significant level of liquidity to help maintain a disciplined capital expenditure program focused on growing ratably through periods of both high and low fuel margins.

We have acquired through share repurchases approximately $3.5 billion of our common stock in a little more than eleven years of operation.

During the year 2024, we repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes.

We have acquired through share repurchases approximately $4.1 billion of our common stock in a little more than twelve years of operation.

Repurchases in 2025 were made pursuant to our $1.5 billion 2023 authorization.

As of December 31, 2025, we had approximately $291.9 million remaining under our 2023 authorization.

During the year 2025, the Company repurchased a total of 1,536,701 common shares for approximately $652.0 million, at an average price of $424.28 per share, including brokerage fees and accrued excise taxes.

Additionally, in order to provide a consistent and meaningful return of capital to shareholders, independent of share repurchases, we raised our quarterly dividend four times during 2025 from $0.48 per share in Q4 2024 to $0.63 per share, or $2.52 per share on an annualized basis, as of Q4 2025.

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We intend for our evolving NTI real estate strategy to be a key driver of our organic growth over the next several years, which is demonstrated by the over 500 stores that have been added to Murphy USA since our 2013 spin-off from Murphy Oil Corporation.

We expect to build up to 50 NTI locations and up to 30 raze-and-rebuilds in 2025 and are targeting at least 50 NTI and at least 30 raze-and-rebuilds per year in future periods.

We expect to build 45 to 55 NTI locations and up to 30 raze-and-rebuilds in 2026 and are targeting 50-plus NTI and up to 30 raze-and-rebuilds per year in future periods.

Focusing on high-return locations either in high-traffic areas, near Walmart Supercenters as a complement to higher-performing existing stores in smaller markets, or by strategic infill in our core market areas complemented by our supply chain capabilities.

While we were previously focused on smaller store size, we now expect to build more Murphy branded NTI stores that are 2,800 square feet or larger, as well as our NTI QuickChek branded locations in their existing footprint, which average between 5,000 to 7,000 square feet in size.

While we were previously focused on smaller store size, we now expect to build more Murphy branded NTI stores that are 2,800 square-foot or larger, as well as our NTI QuickChek branded locations in their existing footprint, which average from 5,000 to 7,000 square-feet in size.

Our real estate development team works to maintain a multi-year pipeline of projects that supports continued ratable expansion in these high-return locations.

Diversify merchandise mix

We plan to continuously evaluate our remaining kiosk strategy in an effort to maximize our store economics and return on investment.

Complementary to that strategy, we are continually refining Murphy branded 1,400 square foot and 2,800 square foot designs to create a foundation for increasing higher-margin non-nicotine sales and diversifying our merchandise offerings.

Key to achieving the highest potential returns from our large and small format stores is the development and execution of enhanced food and beverage ("F&B") capabilities by leveraging QuickChek's F&B offering.

We expect to further expand merchandise revenue and margins through our primary supplier relationship with Core-Mark Holding Company, Inc.

("Core-Mark") and in addition, to optimize our promotional planning, merchandise assortment, and pricing effectiveness, in order to help boost overall store returns.

We plan to continuously evaluate our remaining kiosk strategy to maximize our store economics and return on investment.

Complementary to that strategy, we are continually refining Murphy and QuickChek branded merchandising and store designs to create a foundation for increasing higher-margin non-nicotine sales and diversifying our merchandise offerings.

Key to achieving the highest potential returns from our QuickChek branded stores is continuing the ongoing development and execution of the enhanced food and beverage ("F&B") offer.

We expect to further expand merchandise revenue and margins through our primary supplier relationship with Core-Mark International, Inc.

("Core-Mark"), while further optimizing promotional planning, assortment, and pricing to strengthen overall store returns.

Sustain cost leadership position

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We believe our strong financial position should allow us to profitably execute our low-cost, high-volume retail strategy through periods of both high and low fuel margins while preserving the ability to re-invest in and grow our existing stores, brand image and supporting capabilities such as enhancing our food and beverage offerings.

Furthermore, in addition to our store-development capital and investments in new capabilities, we

have diversified our shareholder distribution mechanism to provide consistent return of capital through quarterly cash dividends and meaningful share repurchase programs as we continue to focus on maximizing shareholder value.

Furthermore, in addition to our store-development capital and investments in new capabilities, we have diversified our shareholder distribution mechanism to provide consistent return of capital through quarterly

cash dividends and meaningful share repurchase programs as we continue to focus on maximizing shareholder value.

Industry Trends

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

During 2024, the Company so,ld approximately 4.8 billion gallons of motor fuel through our retail outlets.

During 2025, the Company sold approximately 4.8 billion gallons of motor fuel through our retail outlets.

Below is a table that lists the states where we operate our stores at December 31, 2025 and the number of stores in each state.

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The term of the leases is ten years at each store, with us holding four successive five-year extension options at each site.

Approximately half of the leased sites have over 10 years of term remaining, including renewals, should the Company decide to exercise the renewal options.

Approximately one quarter of the leased sites have over 10 years of term remaining, including renewals, should the Company decide to exercise the renewal options.

The agreement permits Walmart to terminate it in its entirety, or only as to affected sites, at its option under customary circumstances (including in certain events of bankruptcy or insolvency), or if we improperly transfer the rights under the agreements to another party.

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Our retail fuel inventories turn approximately once daily.

By establishing fuel supply relationships with several suppliers for most locations, we believe we can effectively create competition for our purchases among various fuel suppliers.

By establishing fuel supply relationships with several suppliers, we believe we can effectively create competition for our purchases among various fuel suppliers.

We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product outages during times of fuel supply disruptions.

At some locations, however, there are limited suppliers for fuel in that market and we may have only one supplier.

Our refined products are distributed through a few product distribution terminals that are wholly-owned and operated by us and from numerous terminals owned by others.

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In addition to the motor fuel sold at our Company stores, our stores carry a broad selection of snacks, beverages, nicotine products and non-food merchandise, as well as a greater food and beverage offering at our QuickChek locations.

In 2024, we purchased more than 78% of our merchandise from a single vendor, Core-Mark, with whom we renewed a new five-year supply agreement in January 2021.

In 2025, we purchased more than 78% of our merchandise from a single wholesale grocer, Core-Mark.

In November 2025, we renewed and extended for another five years a supply contract with Core-Mark through the year 2031.

A statistical summary of key operating and financial indicators for each of the five years ended December 31, 2025 are reported below.

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Market Conditions and Seasonality

Market conditions in the oil and gas industry are cyclical and subject to global economic and political events that upset global supply and demand and impact the price of crude oil and to new and changing governmental regulations.

Our operating results are affected by price changes in crude oil, natural gas and refined products, pandemics that may lead to travel restrictions or changed customer behavior, and changes in competitive conditions in the markets we serve.

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Technology Systems

All of our Company stores use a standard hardware and software platform for point-of-sale (“POS”) that facilitates item level scanning of merchandise for sales and inventory, and the secure acceptance of all major payment methods – cash, check, credit, debit, fleet and mobile.

In addition, our QuickChek stores have self-service checkouts and support third-party delivery services.

Our standard approach to large scale and

geographically dispersed deployments reduces total technology cost of ownership for the POS and inherently makes the system easier to use, support, and replace.

In addition, our QuickChek stores have self-service checkouts and support third-party delivery services and mobile payments.

Our standard approach to large

scale and geographically dispersed deployments reduces total technology cost of ownership for the POS and inherently makes the system easier to use, support, and replace.

This POS technology strategy reflects close alignment with our growth plan.

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National Highway Traffic Safety Administration (“NHTSA”) is responsible for issuing Corporate Average Fuel Economy ("CAFE") regulations that

set fuel economy standards for fleets;

these standards have tended to become more stringent over time.

Most recently, in 2022, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2024 through 2026 model years, and in 2024, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2027 through 2031 model years, as well as standards for heavy-duty pickup trucks and vans for the 2030 through 2035 model years.

The 2024 standards require an industry fleet-wide average of approximately 50.4 miles per gallon for light-duty cars and trucks in model year 2031, by increasing fuel economy by 2% year over year for passenger cars between 2027 and 2031 and by 2% year over year for light trucks between 2029 and 2031.

For heavy-duty pickup trucks and vans, the 2024 standards would increase fuel efficiency by 10% year over year between 2030-2032 and 8% between 2033-2035.

The NHTSA, the Environmental Protection Agency ("EPA") and the California Air Resources Board ("CARB") also regulate GHG emission and fuel efficiency standards for medium and heavy-duty vehicles, which, like fuel economy standards, have tended to become more stringent over time.

set fuel economy standards for fleets and the Environmental Protection Agency ("EPA") and the California Air Resources Board ("CARB") promulgate GHG emissions standards.

In 2022, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2024 through 2026 model years, and in 2024, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2027 through 2031 model years, as well as standards for heavy-duty pickup trucks and vans for the 2030 through 2035 model years.

In 2021, EPA promulgated emissions standards for GHGs for the 2023 through 2026 model years, and in 2024 promulgated emission standards for GHGs and certain other pollutants known as “criteria pollutants” for the 2027 through 2032 model years.

Both sets of standards are subject to pending legal challenges.

For heavy-duty vehicles and engines, EPA maintains emissions standards for criteria pollutants and GHGs.

In 2022, EPA promulgated emissions standards for criteria pollutants for 2027 and beyond.

In 2024, EPA promulgated emissions standards for GHGs for the 2027 through 2032 model years, and these GHG standards are subject to pending legal challenges.

CARB also has emissions standards for criteria pollutants and GHGs, which have generally been more stringent than EPA’s.

Seventeen states have adopted CARB’s light-duty emissions standards, and nine states have adopted California’s heavy-duty emissions standards.

In 2024, EPA promulgated emissions standards for GHGs for the 2027 through 2032 model years.

Both the CAFE standards and emissions standards have been challenged in litigation.

CARB also has emissions standards for criteria pollutants and GHGs, which have generally been more stringent than EPA’s, and various states have adopted CARB’s standards pursuant to the federal Clean Air Act.

The list of opt-in states changes over time, based on the legislative, executive, and regulatory actions by each individual state.

These and any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products.

However, in June 2025, NHTSA published an interpretive rule indicating that it would revisit its medium- and heavy-duty fuel efficiency program, including related civil penalties, to ensure it is consistent with the agency’s governing statutes.

In July 2025, the EPA proposed to remove GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis.

In December 2025, NHTSA proposed revised CAFE standards for the 2022-2031 model years that reduce the stringency from what were previously finalized.

Despite these recent developments regarding fuel economy and emissions standards at the federal level, any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products.

Air emissions from our facilities are also subject to regulation.

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While the potential exposure for damage claims as a seller of alcoholic beverages and nicotine products is substantial, we have adopted procedures intended to minimize such exposure.

We also adhere to the rules governing lottery sales as determined by state lottery commissions in each state in which we make such sales.

We also adhere to federal, state, and local regulations governing sales on lottery and all other age-restricted products in the jurisdictions in which we operate.

We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers.

In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens.

Other Regulatory Matters

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including vacation, sick, parental, bereavement, and holidays.

A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek in 2024.

At present, virtually all QuickChek benefit programs and vendors have been consolidated with Murphy USA's, including medical, dental, vision, life, accident, disability, flexible spending, and retirement.

In addition, an enterprise approach to benefit offerings and eligibility has been established beginning in 2025, ensuring equitable, competitive benefit packages for all eligible employees.

A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek.

We are proud to say we have completed the alignment of all QuickChek benefit programs and vendors have been integrated with Murphy USA's, inclusive of medical, dental, vision, life, accident, disability, flexible spending, and retirement.

In addition, an enterprise approach to benefit offerings and eligibility was completed in 2025, ensuring equitable, competitive benefit packages for all eligible employees.

We are committed to keeping our employees and customers safe through fostering and maintaining a strong safety culture and emphasizing the importance of our employees’ role in identifying, mitigating and communicating safety risks.

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

What changed 10-K

Item 1. Business