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Item 3. Legal Proceedings

2026-02-18 compared with 2025-02-20 · 43 added, 34 removed, 29 unchanged (73% of the section changed)

1 unchanged sentence

Murphy USA and its subsidiaries are engaged in a number of legal proceedings, all of which have arisen in the ordinary course of business.

See Note 19 “Contingencies” in the accompanying consolidated financial statements for the three years ended December 31, 2024.

See Note 19 “Contingencies” in the accompanying audited consolidated financial statements for the three years ended December 31, 2025.

Based on information currently available to the Company, the ultimate resolution of matters referred to in this item is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.

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

These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories.

The ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

The State of Delaware has filed a lawsuit against energy companies, including the Company.

This lawsuit alleges damages as a result of climate change and the plaintiff is seeking unspecified damages and abatement under various tort theories.

The ultimate outcome of this matter remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

SUPPLEMENTAL INFORMATION:

Information About Our Executive Officers

The age at January 1, 2025, present corporate office and length of service in office of each of the Company’s executive officers, as of December 31, 2024, are reported in the following listing.

The age, present corporate office and length of service in office of each of the Company’s executive officers, as of February 17, 2026, are reported in the following listing.

Executive officers are elected annually but may be removed from office at any time by the Board of Directors.

Andrew Clyde – Age 61;

President and Chief Executive Officer, Director and Member of the Executive Committee since August 2013.

Clyde has led Murphy USA's successful value-creation strategy since its spin-off in 2013.

Clyde served Booz & Company (and prior to August 2008, Booz Allen Hamilton) in its global energy practice.

He joined the firm in 1993, was elected vice president in 2000 and held leadership roles as North American Energy Practice Leader and Dallas office Managing Partner and served on the firm’s Board Nominating Committee.

Clyde received a master’s degree in Management with Distinction from the Kellogg Graduate School of Management at Northwestern University.

He received a BBA in Accounting and a minor in Geology from Southern Methodist University.

West – Age 57;

Executive Vice President, Chief Operating Officer since March 2024.

Prior to her current role, Ms.

West served as Executive Vice President, Fuels, CFO & Treasurer since August 2013.

President and Chief Executive Officer since January 2026.

Most recently, Ms.

West was President and Chief Operating Officer since October 2025.

She was named Chief Operating Officer in March 2024.

Prior to 2024, Ms.

West served as Executive Vice President, Fuels, CFO & Treasurer.

West joined Murphy Oil in 1996 and has held positions in Accounting, Employee Benefits, Planning and Investor Relations.

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She is a Certified Public Accountant (inactive) and a Certified Treasury Professional.

Galagher Jeff – Age 54;

Executive Vice President, Chief Financial Officer since March 2024.

Prior to his current role, Mr.

Jeff had nearly 25 years of experience across Fortune 500 companies.

From 2023 to March 2024, he was Senior Vice President, FP&A, Treasurer and Chief Transformation Officer at Dollar Tree, from 2020 to 2023, SVP of Finance at Advance Auto Parts, and from 2009 to 2020 he served at Walmart where he held various roles including CFO of Walmart.com, Finance & Strategy Lead for Walmart’s Grocery and General Merchandise Divisions, and Head of Strategy for Walmart US.

He began his career in engineering for General Motors Corporation and previously worked with KPMG and Ernst & Young.

Jeff received his MBA and Masters of Engineering degrees from Kellogg School of Management at Northwestern University and a bachelor’s degree in Electrical engineering from Mississippi State University.

Vice President, Interim Chief Financial Officer and Treasurer since October 2025.

Smith has been employed by the Company since its 2013 spin-off from Murphy Oil Corporation, initially serving as Vice President and Controller (and designated as Chief Accounting Officer for reporting purposes).

In March 2024, Mr.

Smith was also named as the Company’s Treasurer.

Prior to his service at Murphy USA, Mr.

Smith served in progressive roles for over 14 years at KPMG, LLP and departed from KPMG as a Senior Manager in the Audit and Assurance Practice.

Smith earned a Bachelor of Science in Accounting from Louisiana State University in Shreveport and is a Certified Public Accountant.

Christopher A.

Click – Age 53;

Executive Vice President, Strategy, Growth and Development since March 2024.

Executive Vice President, Strategy, Growth and Innovation since March 2024.

Prior to his current role, Mr.

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He holds a bachelor of arts degree from Texas A&M University.

Click has tendered his voluntary resignation from the Company effective February 20, 2026.

Chumley – Age 61;

Senior Vice President, Chief Digital Officer, since June 2022, and was Senior Vice President of Merchandising and Marketing from September 2016.

Senior Vice President, Innovation, since January 2026, and was Senior Vice President of Merchandising and Marketing from September 2016 and Chief Digital Officer until January 2026.

Chumley joined the Company from 7-Eleven Inc., where he served as Senior Product Director, Vice President of Merchandising and Senior Vice President of Innovation.

His previous experience includes Sales and Marketing leadership roles with Procter and Gamble, Coca-Cola, Kellogg's and Gillette.

Chumley graduated from the Royal Military College of Canada with a Bachelors of Engineering degree.

His previous experience includes Sales and Marketing leadership roles with Procter & Gamble, Coca-Cola, Kellogg's and Gillette.

Chumley graduated from the Royal Military College of Canada with a Bachelor of Engineering degree.

After graduation he served as a commissioned officer in the Royal Canadian Navy.

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Bacon – Age 56;

Senior Vice President, Sales and Operations and Chief Merchandising Officer, since June 2022.

Senior Vice President, Sales and Operations, since June 2022.

Bacon joined Murphy USA in 2016 as Regional Vice President, Sales and Operations.

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Bacon holds a Master of Business Administration from the University of Houston, a Doctorate of Jurisprudence from the University of Tennessee, and a Bachelor of Business Administration degree from the University of Texas at Austin.

Blake Segal – Age 44;

Senior Vice President, QuickChek since September 2021.

Segal joined the Company from Caesars Entertainment Inc., where he served as Senior Vice President of Operations.

His previous roles within Caesars included Vice President of Operations and Vice President of Analytics.

He also has experience as an independent advisor to Apollo Global Management's private equity unit and has served on the boards of Opportunity Village, Laughlin (NV) Tourism Commission and Mohave (AZ) Airport Authority.

Segal holds a Bachelor of Science degree in Management from the A.

Freeman School of Business at Tulane University.

Woodward – Age 52;

Senior Vice President, Merchandising, since January 2026.

Woodward joined Murphy USA in 2008 as a District Manager and has held positions in Sales and Operations, Human Resources, and Merchandising.

In 2019, he was promoted to Vice President, Merchandising and in 2026 was promoted to Senior Vice President, Merchandising.

Woodward holds a Bachelor of Business Administration degree from Gardner-Webb University.

Emery – Age 48;

Senior Vice President, Fuels, since January 2026.

Prior to his current role, Mr.

Emery served as the Vice President of Retail Fuels, Vice President of Strategy and Analytics, and Region Vice President of the Southwest Region.

Emery is also a recent graduate of the SMU Cox School of Business leadership academy.

Prior to joining Murphy USA, Mr.

Emery spent 20 years in progressive roles including district manager across the quick-service restaurant industry.

Bartko – Age 49;

Senior Vice President and Chief Customer Officer, since January 2026.

He leads the Company’s Analytics and Marketing functions to advance an integrated, customer‑centric approach.

Bartko initially joined Murphy USA in 2014 to help build the Company’s analytics capabilities and rejoined in 2020 as Senior Director, Marketing & Merchandising Analytics.

He assumed responsibility for Enterprise Analytics in 2022 and was promoted to Vice President in 2023.

Prior to Murphy USA, he held analytics leadership roles at Altria Group and Greenlight Financial Technology and began his career at Management Science Associates, Inc.

He holds a Master of Science from Brown University and a Bachelor of Science from Carnegie Mellon University.

MINE SAFETY DISCLOSURES

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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 3. Legal Proceedings