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Failure to maintain the quality and safety of our food products could adversely impact our reputation and business.
−Removed: As we continue to focus on enhancing our food and beverage offerings, concerns regarding the quality or safety of our food products or our food supply chain, even if factually incorrect or based on isolated incidents, could hurt our sales of prepared food products and possibly lead to product liability and personal injury claims, litigation, government agency investigations and damages.
+Added: As we continue to focus on enhancing our food and beverage offerings, concerns regarding the quality or safety of our food products or our food supply chain, even if factually incorrect or based on isolated incidents, could hurt our sales of prepared food products and possibly lead to product liability and personal injury claims, litigation, governmental agency investigations and damages.
We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.
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We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.
−Removed: In 2024, we recorded an impairment charge related to fixed assets of $8.2 million that was largely attributable to competitive pressures in a few Northeast markets.
+Added: In 2025 and 2024, we recorded impairment charges related to fixed assets of $5.3 million and $8.2 million, respectively, that were largely attributable to competitive pressures in certain Northeast markets.
We may have additional impairment charges in future periods in connection with our periodic evaluation of our goodwill and intangible assets.
−Removed: There is significant judgement required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets.
+Added: There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets.
If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long–lived assets decreases, we may determine that one or more of our long–lived assets is impaired.
An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations.
−Removed: The anticipated benefits of the QuickChek acquisition may not be realized or those benefits may take longer to realize than expected.
−Removed: The long-term success of the QuickChek acquisition will depend on our ability to realize the forecasted benefits and cost savings from our acquisition of QuickChek.
−Removed: We may not be able to maintain the growth rate,
−Removed: levels of revenue, earnings, or operating efficiency that we and QuickChek have achieved to-date, or might have achieved separately.
−Removed: Many factors affecting our ability to realize anticipated benefits are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and could materially impact our business, financial condition, and results of operations.
−Removed: In addition, even upon fully integrating QuickChek into our operations, the full benefits of our acquisition may not be realized, including the synergies, cost savings, or sales or growth opportunities as originally anticipated.
−Removed: An inability to realize the full extent of, or any of, the anticipated benefits of the QuickChek acquisition could have an adverse effect on our financial condition, results of operations, and cash flows.
Risks Relating to Our Business
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We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores.
−Removed: Much of our competitive advantage arises out of these proprietary arrangements which, when disrupted, have in the past and could in the future adversely affect us, and such effects could be material.
+Added: Much of our competitive advantage arises out of these arrangements which, when disrupted, have in the past and could in the future adversely affect us, and such effects could be material.
In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions.
−Removed: Furthermore, at some of our locations there are very few suppliers for fuel in that market.
An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2026 and beyond.
−Removed: Our ability to grow by up to 50 new stores and up to 30 raze-and-rebuild stores in 2025 and by at least 50 NTI stores and at least 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain.
+Added: Our ability to grow by 45 to 55 new stores and up to 30 raze-and-rebuild stores in 2026 and by 50-plus NTI stores and up to 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain.
We have a very active Asset Development group that works to focus on our key target areas to locate suitable traffic count locations for this future growth.
If the Asset Development group is unable to locate suitable locations or is unable to close the acquisition of those locations in a timely fashion, the Company could find that it does not have sufficient land to fulfill its pipeline.
−Removed: Further, permitting delays due to local government agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline.
+Added: Further, permitting delays due to local governmental agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline.
We currently have one primary supplier for over 78% of our merchandise.
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In 2025, over 78% of our merchandise, including most nicotine products and grocery items, was purchased from a single wholesale grocer, Core-Mark.
−Removed: In January 2021, we renewed and extended for another five years a supply contract with Core-Mark.
+Added: In November 2025, we renewed and extended for another five years a supply contract with Core-Mark through the year 2031.
If Core-Mark is unable to fulfill its obligations under our contract, alternative suppliers that we could use in the event of a disruption may not be immediately available or offer merchandise on similar commercial terms.
A disruption in supply could have a material effect on our business, financial condition, results of operations and cash flows.
−Removed: Changes in credit card expenses could reduce our profitability, especially on gasoline.
+Added: Changes in credit card expenses could reduce our profitability, especially on fuel transactions.
A significant portion of our retail sales involve payment using credit cards.
We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins.
−Removed: Higher gasoline prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect.
−Removed: Therefore, credit card fees charged on gasoline purchases that are more expensive as a result of higher gasoline prices are not necessarily accompanied by higher gross margins.
+Added: Higher fuel prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect.
+Added: Therefore, credit card fees charged on fuel related purchases that are more expensive as a result of higher fuel prices are not necessarily accompanied by higher gross margins.
In fact, such fees may cause lower profitability.
−Removed: Lower income on gasoline sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Lower income on fuel sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Walmart continues to be a key relationship with regard to our Murphy USA network.
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Subject to certain exceptions (including a merger in which we participate, the transfer of any of our securities or a change in control of us), if we market for sale to a third party all or substantially all of our properties that were purchased from Walmart, or if we receive an unsolicited offer to purchase such properties that we intend to accept, we are required to notify Walmart.
−Removed: Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase such properties.
+Added: Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase
+Added: such properties.
If Walmart makes such an offer, for a period of one year we will generally only be permitted to accept third-party offers where the net consideration to us would be greater than that offered by Walmart.
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The current level of revenue that is generated from RINs may be highly variable.
−Removed: Murphy USA's business is impacted by its ability to generate revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels.
+Added: Murphy USA's business generates revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels.
The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action and market dynamics.
−Removed: In 2024, the market price continued to fluctuate but was lower on average than the prior year.
+Added: In 2025, the market price continued to fluctuate but was higher on average than the prior year.
Variations in the market price of RINs can also have an impact on our cost of goods sold for petroleum products, which can be positive or negative depending on the movement of the market prices of RINs.
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The RFS program is the regulatory means by which the federal government requires the introduction of an increasing amount of renewable fuel into the fuel supply.
−Removed: As it is, refiners are obligated to obtain—either by blending biofuels into petroleum-based fuels or through purchase on the open market—and then retire with the federal government RINs to satisfy their individual obligations.
−Removed: On June 21, 2023, the EPA announced a final rule to establish biofuel volume requirement and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023-2025.
−Removed: The rule includes steady growth of biofuels for use in the United States' fuel supply for 2023, 2024, and 2025, however the projected growth of Renewable Diesel production could outstrip the statutory mandated biofuel blending requirements.
−Removed: If so, the number of renewable credits available could outpace the demand, resulting in lower prices.
+Added: As it is, refiners are obligated to obtain—either by blending biofuels into petroleum-based fuels or through purchase on the open market—and then retire RINs to satisfy their individual obligations.
We could be adversely affected if we are not able to attract and retain qualified personnel.
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If such efforts continue to be successful, it could have a further negative impact on our nicotine sales.
+Added: Conversely, failure to enforce laws on the books of certain jurisdictions related to vapor products can have a negative impact on our sales and margin for those products.
Likewise, major cigarette manufacturers currently offer substantial rebates to retailers unless prohibited by state or local laws.
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Our success depends on our ability to anticipate and respond in a timely manner to changing consumer demands and preferences while continuing to sell products and services that remain relevant to the consumer and thus will positively impact overall retail gross margin.
−Removed: Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) will reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.
−Removed: Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of “green” automobiles.
+Added: Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) could reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.
+Added: Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of lower- or zero-emission automobiles.
Other market and social initiatives such as public and private initiatives that aim to subsidize the development of non-fossil fuel energy sources may also reduce the competitiveness of gasoline.
−Removed: Consequently, the increased adoption of "green" automobiles and general attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products.
+Added: Consequently, the increased adoption of lower- or zero-emission automobiles and general attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products.
Reduced consumer demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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Many governments, including those that are members of the Organization of Petroleum Exporting Countries (“OPEC”), unilaterally intervene at times in the orderly market of petroleum and natural gas produced in their countries through such actions as setting prices, determining rates of production, and controlling who may buy and sell the production.
−Removed: In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase
−Removed: petroleum usage and supply.
+Added: In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase petroleum usage and supply.
Other governmental actions that could affect our operations and earnings include tax changes, royalty increases and regulations concerning:
currency fluctuations, protection and remediation of the environment, concerns over the possibility of global warming being affected by human activity including the production and use of hydrocarbon energy, restraints and controls on imports and exports, safety, and relationships between employers and employees.
−Removed: As a retail gasoline marketing company, we are significantly affected by these factors.
+Added: As a retail motor fuel marketing company, we are significantly affected by these factors.
Because these and other factors are subject to changes caused by governmental and political considerations and are often made in response to changing internal and worldwide economic conditions and to actions of other governments or specific events, it is not practical to attempt to predict the effects of such factors on our future operations and earnings.
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Pursuant to such environmental laws and regulations, we are also required to obtain permits from governmental authorities for certain of our operations.
−Removed: While we strive to abide by these requirements, we cannot assure you that we have been or will be at all times in compliance with such laws, regulations and permits.
+Added: While we strive to abide by these requirements, we cannot provide any assurance that we have been or will be at all times in compliance with such laws, regulations and permits.
If we violate or fail to comply with these requirements, we could be subject to litigation, costs, fines or other sanctions.
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In particular, we could be liable for contamination relating to properties that we own, lease or operate or that we or our predecessors previously owned, leased or operated.
−Removed: Substantially all of these properties have or in the past had storage tanks to store motor fuel or
−Removed: petroleum products.
+Added: Substantially all of these properties have or in the past had storage tanks to store motor fuel or petroleum products.
Leaks from such tanks may impact soil or groundwater and could result in substantial costs.
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Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures.
−Removed: As such fuel economy and GHG reduction requirements have tended to become more stringent over time, demand for our products may be adversely affected.
+Added: To the extent such fuel economy and GHG reduction requirements become more stringent over time, demand for our products may be adversely affected.
In addition, some of our facilities are subject to GHG regulation.
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To protect against unauthorized access or attacks, we have implemented infrastructure protection technologies such as theft and disaster recovery plans, but there can be no assurance that a technology systems breach or systems failure, which may occur and go undetected, will not have a material adverse effect on our financial condition or results of operations.
−Removed: Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.
+Added: Our retail operations are subject to extensive governmental laws and regulations, and the cost of compliance with such laws and regulations can be material.
Our retail operations are subject to extensive local, state and federal governmental laws and regulations relating to, among other things, the sale of alcohol, nicotine, lottery and lotto, employment conditions, including minimum wage requirements, and public accessibility requirements.
The cost of compliance with these laws and regulations can have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties and costs that could adversely affect our business, financial condition, results of operations and cash flows.
+Added: In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties (including loss of licenses, eligibility to accept certain governmental benefits, such as Supplemental Nutrition Assistance Program ("SNAP") benefits or significant fines) and costs that could adversely affect our business, financial condition, results of operations and cash flows.
+Added: In addition, restrictions on product eligibility under SNAP could negatively impact our sales in future periods.
In certain areas where our retail stores are located, state or local laws limit the retail stores’ hours of operation or sale of alcoholic beverages, nicotine products, possible inhalants and lottery tickets, in particular to minors.
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While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate, our business, financial condition, results of operations and cash flows could be adversely affected.
−Removed: For more information about our legal matters, see Note 19 “Contingencies” to the consolidated historical financial statements for the three years ended December 31, 2024 included in this Annual Report on Form 10-K.
−Removed: Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing gasoline or merchandise at our retail stores.
+Added: For more information about our legal matters, see Note 19 “Contingencies” to the audited consolidated financial statements for the three years ended December 31, 2025 included in this Annual Report on Form 10-K.
+Added: Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail stores.
Compliance with and changes in tax laws could adversely affect our performance.
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Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.
−Removed: Pandemics or disease outbreaks, such as COVID-19, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
−Removed: Pandemics or disease outbreaks, such as COVID-19, have in the past and may in the future cause depressed demand for our fuel and convenience merchandise products because quarantines may inhibit the ability or need for our customers to shop with us.
+Added: Pandemics or disease outbreaks, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
+Added: Pandemics or disease outbreaks, have in the past and may in the future cause depressed demand for our fuel and convenience merchandise products because quarantines may inhibit the ability or need for our customers to shop with us.
We also may experience disruptions of logistics necessary to obtain and deliver products to our stores and our customers as we rely on third parties to perform these vital functions to our business.
−Removed: In addition, we could again experience issues with our workforce that limit our ability to continue to operate our stores at their normal hours of operations or experience government intervention that requires us to reduce hours or close certain locations.
−Removed: If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted.
−Removed: In addition, pandemics or disease outbreaks could result in an economic downturn that could adversely affect the economies and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services.
−Removed: We have had to reduce hours of operation in some stores temporarily, but this has not had a material impact on our financial results.
+Added: In addition, we could experience issues with our workforce that limit our ability to continue to operate our stores at their normal hours of operations or experience governmental intervention that requires us to reduce hours or close certain locations.
+Added: If a significant percentage of our workforce is unable to work, including because of illness or travel or governmental restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted.
+Added: In addition, pandemics or disease outbreaks could result in an economic downturn that could adversely affect the economy and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services.
Risks Relating to Our Common Stock
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The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock.
−Removed: For example, we could grant holders of preferred
−Removed: stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
+Added: For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
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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.