What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-18 compared with 2025-02-20 · 95 added, 104 removed, 357 unchanged (36% of the section changed)

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and its subsidiaries for all periods presented.

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

For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024.

Our QuickChek subsidiaries previously used a weekly retail calendar where each quarter had 13 weeks until November 2025, when its period end was aligned with the rest of the Company.

For 2025, the QuickChek results cover the period December 28, 2024 to December 31, 2025.

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

For 2024, the QuickChek results cover the

period December 30, 2023 to December 27, 2024.

The difference in the timing of the period ends is immaterial to the overall consolidated results and all future periods will be aligned.

Trends Affecting Our Business

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While we generally expect our volumes and gross margins to remain stable in a normalized environment, they can change rapidly due to many factors.

These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply, overall demand, prices of crude oil, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, new or changing legislation around nicotine products and e-cigarettes as well as fuel economy and vehicle emission standards, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions that lower consumer purchasing power such as inflation, and competition in the local markets in which we operate.

These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply including the impact of potential tariffs, overall demand and prices of crude oil, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, new or changing legislation around nicotine products and e-cigarettes as well as fuel economy and vehicle emission standards, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions that lower consumer purchasing power such as inflation, and competition in the local markets in which we operate.

The cost of our main fuel products, gasoline and diesel, is greatly impacted by the cost of crude oil in the United States.

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Rising prices can cause consumers to reduce discretionary fuel consumption, however our low-price model can also serve as a hedge to draw new customers which can offset the potential loss of discretionary volumes.

Crude oil prices in 2024 experienced less volatility during the year with prices ranging from $67 per barrel to $88 per barrel, with an average price of $77 per barrel, compared to prices in 2023 that ranged from $67 per barrel to $94 per barrel with an average of $78 per barrel.

Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 30.5 cpg in 2024, compared to 31.4 cpg in 2023.

Crude oil prices in 2025 experienced continued downward pressure due to oversupply during the year with prices ranging from $55 per barrel to $81 per barrel, with an average price of $65 per barrel, compared to prices in 2024 that ranged from $67 per barrel to $88 per barrel with an average of $77 per barrel.

Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results that include Renewable Identification Numbers ("RINs")) was 30.7 cpg in 2025, compared to 30.5 cpg in 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;

for example, activities such as blending bulk fuel with renewable fuels (ethanol and bio-diesel) to capture and subsequently sell RINs.

for example, activities such as blending bulk fuel with renewable fuels (ethanol) to capture and subsequently sell RINs.

Under the Energy Policy Act of 2005, the EPA is authorized to set annual quotas establishing the percentage of motor fuels consumed in the United States that must be attributable to renewable fuels.

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The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action.

On June 21, 2023, EPA announced a final rule to establish biofuel volume requirements and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023 to 2025.

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.

As a result, the amount of renewable credits available could outpace the demand, resulting in lower prices.

Litigation and potentially changing political regimes could impact the RFS program as well as the successful completion or abandonment of planned renewable fuel production expansion.

There are other market related factors that can offset the revenue received for RINs on a company-wide basis either favorably or unfavorably.

The Renewable Fuel Standard ("RFS") program continues to be unpredictable and prices received by us for ethanol RINs averaged $0.59 per RIN for the year 2024 compared to $1.35 per RIN in 2023.

Our business model does not depend on our ability to generate revenues from RINs, and we have historically observed that changes in revenue are typically coupled with offsetting changes in cost of goods that minimizes the majority of any revenue movement.

The RFS program continues to be unpredictable and prices received by us for ethanol RINs averaged $0.97 per RIN for the year 2025 compared to $0.59 per RIN in 2024.

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

As of December 31, 2024, we had $1.3 billion of Senior Notes and a $386 million term loan outstanding.

As of December 31, 2025, we had $1.3 billion of Senior Notes, $183.0 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.

We had additional available capacity under the committed $350 million cash flow revolving credit facility, which had $56.0 million of outstanding borrowings as of December 31, 2024.

We had additional available capacity under our revolving credit facility, which provides for up to $750 million of borrowings.

We expect to use the credit facilities to provide us with available financing to meet any short-term ongoing cash needs in excess of internally generated cash flows.

To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements and other corporate initiatives.

There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit

facilities, obtain commitments for our incremental facility, or obtain and draw upon other credit facilities.

There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit facilities, obtain commitments for our incremental facility, or obtain and draw upon other credit facilities.

For additional information, see "Significant Sources of Capital" in the "Capital Resources and Liquidity" section.

The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2025 to range from approximately $450 million to $500 million depending on how many new stores are completed.

The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2026 to range from approximately $475 million to $525 million depending on new store construction activity and planned maintenance capital investments.

We intend to fund our capital program in 2026 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility.

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

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 has evaluated OBBBA and concluded that it did not have a material impact on the Company's consolidated financial statements for the periods presented herein.

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.

Business Segments

Business Segment

The Company has one operating segment which is Marketing.

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For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025.

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

Our QuickChek subsidiaries previously used a weekly retail calendar where each quarter had 13 weeks until November 2025, when its period end was aligned with the rest of the Company.

For 2025, the QuickChek results cover the period December 28, 2024 to December 31, 2025.

For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024.

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

The difference in the timing of the period ends is immaterial to the overall consolidated results and all future periods will be aligned.

Results of Operations

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For the year ended December 31, 2025, the Company reported net income of $470.6 million, or $24.10 per diluted share, on revenue of $19.4 billion.

Net income was $556.8 million for 2023, or $25.49 per diluted share, on revenue of $21.5 billion.

Net income was $502.5 million for 2024, or $24.11 per diluted share, on $20.2 billion of revenue.

A summary of the Company’s earnings by business function follows:

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Net income for 2025 decreased compared to 2024, primarily due to:

• Lower total fuel contribution;

• Higher store operating expenses, excluding payment fees;

• Higher depreciation and amortization expense;

• Higher impairment charge

• Restructuring expenses

The items below partially offset the decrease in earnings in the current period:

• Higher merchandise contribution;

• Higher total fuel contribution;

• Lower income tax expense;

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Financial Summary of 2025 Compared to 2024

Revenues for the year ended December 31, 2024 decreased $1.3 billion, or 6.0%, compared to 2023.

The decrease in revenue was primarily due to 5.8% lower average retail fuel sales prices, which decreased 19 cpg, and lower PS&W revenues, which were partially offset by a 3.1% increase in merchandise sales revenues and an increase of 0.4% in fuel sales volumes.

Revenues for the year ended December 31, 2025 decreased approximately $0.9 billion, or 4.2%, compared to 2024.

The decrease in revenues was primarily due to 7.5% lower average retail fuel sales prices, which decreased 23 cpg, which were partially offset by a 2.1% increase in merchandise sales revenues, an increase of 0.6% in fuel sales volumes and higher PS&W revenues.

Cost of sales decreased $0.9 billion, or 5.1%, compared to 2024.

The lower costs were primarily due to lower fuel cost, which decreased 8.6%, and was partially offset by a 2.9% increase in merchandise cost of goods sold and the 0.4% increase in fuel volumes sold.

The lower costs were primarily due to lower fuel cost, which decreased 6.6%, and was partially offset by a 1.6% increase in merchandise cost of goods sold.

Store and other operating expenses increased $43.9 million, or 4.1%, in 2025 due primarily to higher employee related expenses and maintenance costs at existing stores combined with increases in net new store operating expenses.

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Depreciation and amortization expense in 2025 increased $28.8 million, or 11.6%, due primarily to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity during the year.

In 2024, we recorded an impairment of properties charge of $8.2 million compared to none in 2023, primarily due to competitive pressures in a few Northeast markets.

SG&A expenses for 2024 were lower by $5.1 million, or 2.1%, primarily due to a reduction in employee incentive costs, which were partially offset by higher wages and employee related costs.

In 2025, we recorded an impairment of properties charge of $5.3 million compared to $8.2 million in 2024, primarily due to competitive pressures in certain Northeast markets.

SG&A expenses for 2025 were lower by $3.9 million, or 1.7%, primarily due to lower professional fees, which were partially offset by higher incentive costs.

Restructuring expenses of $12.6 million, related primarily to severance and other benefits offered to impacted employees, were incurred in 2025 compared to none in 2024.

The effective income tax expense rate in 2025 was approximately 22.8% compared to approximately 22.9% for 2024.

The lower rate for the current year was primarily due to a discrete state tax benefit recorded in 2024.

Segment Results

Income before income taxes in the Marketing segment for 2024 decreased $81.7 million, or 9.8%, from 2023 due primarily to lower total fuel contribution, higher store and other operating expenses, higher depreciation and amortization and an impairment charge, which were partially offset by higher merchandise contribution and decreased SG&A expenses.

Income before income taxes in the Marketing segment for 2025 decreased $3.1 million, or 0.4%, from 2024 due primarily to higher store and other operating expenses and higher depreciation and amortization, which were partially offset by higher merchandise contribution, higher total fuel contribution and decreased SG&A expenses.

The tables below show the results for the Marketing segment for the three years ended December 31, 2025, along with certain key metrics for the segment.

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Merchandise sales 4,303.8 4,214.8 4,089.3

Other operating revenue 137.1 335.2 312.1

Other operating revenues 216.9 137.1 335.2

Total operating revenues 19,383.5 20,243.7 21,528.9

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Net Income (loss) from operations $ 577.3 $ 580.2 $ 630.9

Total nicotine sales revenue per same store sales 1,2

Total nicotine sales revenue same store sales 1,2

$ 130.9 $ 132.0 $ 127.2

Total non-nicotine sales revenue per same store sales 1,2

Total non-nicotine sales revenue same store sales 1,2

74.4 73.6 72.6

Total merchandise sales revenue per same store sales 1,2

Total merchandise sales revenue same store sales 1,2

$ 205.3 $ 205.6 $ 199.8

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Total store months during the period 21,123 20,632 20,535

Average Per Store Month ("APSM") metric includes all stores open through the date of the calculation, including stores acquired during the period.

APSM metric includes all stores open through the date of the calculation, including stores acquired during the period.

Same store sales ("SSS") metric includes aggregated individual store results for all stores open throughout both periods presented.

For all periods presented, the store must have been open for the entire calendar year to be

included in the comparison.

Remodeled stores that remained open or were closed for just a very brief time (less than a month) during the period being compared remain in the same store sales calculation.

For all periods presented, the store must have been open for the entire calendar year to be included in the comparison.

Remodeled stores that remained open or were closed for just a very brief time

(less than a month) during the period being compared remain in the same store sales calculation.

If a store is replaced either at the same location (raze-and-rebuild) or relocated to a new location, it will be excluded from the calculation during the period it is out of service.

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Retail fuel volume - chain (Million gal) 4,849.0 4,820.8 4,803.7

Retail fuel volume - per store (K gals APSM) 1

Retail fuel volume - per store (K gal APSM) 1

235.8 240.6 242.0

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Financial Summary of 2025 Compared to 2024

The Marketing segment had total revenues of $20.2 billion in 2024 compared to $21.5 billion in 2023, a decrease of $1.3 billion, due primarily to a lower average retail fuel sales price and lower PS&W revenues, which were partially offset by higher merchandise sales revenue and an increase in fuel volumes sold.

Revenue amounts included excise taxes collected and remitted to government authorities of $2.3 billion in both 2024 and 2023.

Total fuel contribution for the year ended December 31, 2024 decreased $38.0 million, or 2.5%, compared to 2023.

This reduction was primarily due to lower contribution from PS&W margins, and was partially offset by higher retail fuel contribution and fuel volumes sold for the year.

Retail fuel margin on a cpg basis increased 1.8% in 2024 to 28.1 cpg, compared to 27.6 cpg in the prior year.

The Marketing segment had total revenues of $19.4 billion in 2025 compared to $20.2 billion in 2024, a decrease of approximately $0.9 billion, due primarily to a lower average retail fuel sales price, which were partially offset by higher merchandise sales revenue, an increase in fuel volumes sold and higher PS&W revenues.

Revenue amounts included excise taxes collected and remitted to governmental authorities of $2.4 billion in 2025 and $2.3 billion in 2024.

Total fuel contribution for the year ended December 31, 2025 increased $19.0 million, or 1.3%, compared to 2024.

This increase was primarily due to higher total retail fuel contribution margins and higher retail fuel volumes sold for the year.

Retail fuel margins, on a cpg basis, of 28.1 cpg in 2025 were flat compared to the prior year.

Total retail fuel volumes increased 0.6%, while fuel sales on an SSS basis decreased 2.6%.

Total PS&W contribution including RINs decreased by $70.7 million in the current year, primarily due to timing and pricing impacts related to market

Total PS&W contribution including RINs increased by $11.4 million in the current year, primarily due to timing and pricing impacts related to market conditions and improved spot-to-rack margins.

During 2025, other operating revenue included the sales of 218.3 million RINs compared to the 221.4 million of sales in 2024.

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Merchandise unit margins increased to 20.2% in 2025 from 19.8% in 2024.

On an SSS basis, total merchandise sales were up 2.3%, due to a 4.3% increase in nicotine product sales partially offset by a 1.0% decline in non-nicotine product sales.

On an SSS basis, total merchandise sales were down 0.3%, due to a 0.3% decline in nicotine product sales and a 0.4% decline in non-nicotine product sales.

Total merchandise contribution dollars on a SSS basis improved 2.3%, with an increase of 5.0% in nicotine product margins and was partially offset by a 0.1% decrease in non-nicotine product margins.

Store and other operating expenses increased $43.9 million, or 4.1%, in 2025 compared to 2024 levels.

This increase was due primarily to higher employee related expenses and maintenance costs at existing stores combined with net new store operating expenses.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 5.4% in 2024 compared to 2023, primarily due to employee related expenses and maintenance costs.

This increase was due primarily to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 3.1% in 2025 compared to 2024, primarily due to employee related expenses and maintenance costs (an increase of 2.2% on a same-store basis).

Depreciation and amortization expense increased $21.0 million in 2025, an increase of 9.1%.

This was due primarily to the increased number of new larger store formats for Murphy branded stores combined with raze-and-rebuild activities in the 2025 period.

SG&A expenses decreased $5.1 million in 2024 compared to 2023, primarily due to lower incentive costs, partially offset by higher employee related expenses and other professional fees.

SG&A expenses decreased $3.9 million in 2025 compared to 2024, primarily due to lower professional fees, partially offset by higher incentive costs.

Corporate and Other Assets

Loss from continuing operations for Corporate and other assets in 2025 was $106.7 million, compared to a loss of $77.7 million in 2024.

The $3.6 million increase from the previous year was mainly due to $1.4 million more in depreciation and amortization expense and a $2.5 million reduction in the income tax benefit attributable to the period over period tax rate reduction, which was partially offset by $0.8 million less in net interest expense.

The $29.0 million increase from the previous year was mainly due to a $14.2 million increase in net interest expense, a $12.6 million restructuring charge, $7.8 million more in depreciation and amortization expense and a $6.2 million reduction in investment income, which was partially offset by a $10.3 million increase in the income tax benefit and a $2.0 million increase in other nonoperating income period over period.

Non-GAAP Measures

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2025.

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).

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

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Impairment of properties 5.3 8.2 —

Restructuring expense 12.6 — —

Accretion of asset retirement obligations 3.4 3.2 3.0

(Gain) loss on sale of assets 2.8 4.5 0.8

Acquisition related costs — — 1.5

Other nonoperating (income) expense (1.4) 0.6 —

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

We have a committed cash flow revolving credit facility (the "Revolving Facility") of $350 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein.

Additional borrowing capacity under the Revolving Facility may be extended at our request and with the consent of the participating lenders.

Following the refinancing effective as of April 7, 2025, we have a committed cash flow revolving credit facility (the "Revolving 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 December 31, 2025, there was $183.0 million of outstanding borrowings under our Revolving Facility reported in Long-Term debt in the Consolidated Balance Sheet.

The Revolving Facility was undrawn at December 31, 2023.

We also have a shelf registration on file with the SEC for an indeterminate amount of debt and equity securities for future issuance, subject to our internal limitations on the amount of debt to be issued under this shelf registration statement.

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

We believe our existing cash on hand and future borrowing capacity of our existing facilities is adequate to fund not only our operations, but also our anticipated near-term and long-term funding requirements, including capital spending programs, execution of announced share repurchase programs, potential dividend payments, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

Operating Activities

Net cash provided by operating activities was $847.6 million for the year ended December 31, 2024 and was $784.0 million in 2023, an increase of $63.6 million, or 8.1%.

The increase was mainly due to an increase in the amount of cash provided from changes in noncash working capital in 2024 of $74.9 million, increased depreciation of $19.3 million and higher deferred and noncurrent tax charges of $12.0 million, partially offset by a decrease in net income of $54.3 million in 2024.

For the current year, operating cash provided by changes in non-cash operating working capital of $32.8 million was due to a decrease of $65.4 million in accounts receivable due to the timing of receipts, an increase of $34.6 million in income taxes payable due in part to phase-out of federal bonus depreciation resulting in higher current tax expense and the timing of estimated tax payments, and was partially offset by an increase of $60.2 million in inventories due to higher prices and volumes, a decrease of $3.9 million in accounts payable and accrued liabilities which was due to the timing of payments and an increase of $3.1 million in prepaid expenses.

Net cash provided by operating activities was $813.9 million for the year ended December 31, 2025 and was $847.6 million in 2024, a decrease of $33.7 million, or 4.0%.

The decrease was mainly due to a decrease in the amount of cash required from changes in noncash working capital in 2025 of $65.9 million, a decrease in net income of $31.9 million, partially offset by higher deferred and noncurrent tax charges of $31.1 million and increased depreciation of $28.8 million in 2025.

For the current year, operating cash required by changes in non-cash operating working capital of $33.1 million was due to a decrease of $12.9 million in income taxes payable due in part to the recognition of federal energy tax credits in the current year period, an increase of $11.4 million in inventories due to increased volumes and pricing impacts, an increase of $8.1 million in accounts receivable due to the timing of collecting receipts and a decrease of $4.3 million in accounts payable and accrued liabilities due to the timing of payments, which was partially offset by a decrease of $3.6 million in prepaid expenses.

See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025.

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For the year ended December 31, 2025, cash required by investing activities was $436.0 million compared to cash required by investing activities of $445.8 million in 2024.

The increase in cash required by investing activities of $122.2 million compared to the previous year was primarily due to the increase in capital expenditures of $122.5 million and lower proceeds from the sale of assets of $0.4 million.

The increase in cash required by investing activities was partially offset by the cash required for other investing activities which were lower by $0.4 million and the change in redemptions of marketable securities net of new investments of $0.3 million.

The decrease in cash required by investing activities of $9.8 million compared to the previous year was primarily due to a decrease in capital expenditures of $18.5 million, other investing activities provided $2.4 million and higher proceeds from the sale of assets of $0.4 million.

The decrease in cash required by investing activities was partially offset by the change in redemptions of marketable securities, net of new investments, of $11.5 million.

Financing Activities

Financing activities in the year ended December 31, 2024 required net cash of $472.6 million compared to net cash required of $403.1 million in 2023.

The $69.5 million increase in financing cash required was due to an increase of $112.5 million in share repurchases, an increase of $9.3 million in amounts related to share-based compensation, and an increase of $3.4 million in cash dividends paid.

During 2024 there were net borrowings of $40.3 million compared to net repayments of borrowings of $15.4 million in 2023.

Financing activities in the year ended December 31, 2025 required cash of $396.0 million compared to net cash required of $472.6 million in 2024, a decrease of $76.6 million.

The year 2025 included payments of $649.9 million for the repurchase of common shares, an increase of $204.2 million compared to repurchases of $445.7 million in 2024.

Dividend payments increased $4.7 million in 2025.

Net borrowings of debt provided $327.9 million in 2025 compared to net borrowings of debt providing $40.3 million in 2024.

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

Amounts related to share-based compensation required $6.9 million less in cash during 2025 than in 2024.

The Company paid dividends of $2.15 per common share during 2025 for total payments of $41.5 million, compared to $1.79 per common share, or $36.8 million, in 2024.

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Share Repurchase Program

On December 1, 2021, our Board of Directors approved a share repurchase authorization of up to $1 billion, that we began to utilize upon the completion of our 2020 $500 million share repurchase authorization.

The 2021 authorization was completed in October 2023.

On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028.

On May 2, 2023, the Board of Directors approved a share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028.

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

On October 29, 2025, the Company announced that the Board of Directors approved a new 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.

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.

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

During the year 2024, the Company 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.

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.

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

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3.75% senior notes due 2031 (net of unamortized discount of $3.2 at 2025 and $3.8 at 2024)

Term loan due 2028 (effective interest rate of 6.44% at 2024 and 7.23% at 2023) net of unamortized discount of $0.4 at 2024 and $0.6 at 2023 385.6 389.4

Term loan due 2028 (effective interest rate of n/a at 2025 and 6.44% at 2024)

Term loan due 2032 (effective interest rate of 5.61% at 2025) net of unamortized discount of $1.0 at 2025

Revolving credit facility, due 2030 (weighted-average interest rate of 5.88% at December 31, 2025)

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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.

The Senior Notes are structurally subordinated to all of the existing and

future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes.

secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness.

The Senior Notes are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes.

Revolving Credit Facility and Term Loan

Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.

The credit agreement provides for a senior secured term loan in an aggregate principal amount of $400 million (the “Term Facility”) (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $350 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”).

The outstanding balance of the term loan was $386 million at December 31, 2024.

The term loan is due January 2028, and we are required to make quarterly principal payments of $1 million, which began on July 1, 2021.

Following a refinancing effective as of April 7, 2025, the credit agreement provides for a senior secured term loan in an aggregate principal amount of $600.0 million (the “Term Facility”) (which was borrowed in full on April 7, 2025) and revolving credit commitments in an aggregate amount equal to $750.0 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”).

The term loan is due April 2032, and we are required to make quarterly principal payments of $1.5 million, which began on January 1, 2026.

The outstanding balance of the term loan was $600.0 million at December 31, 2025 and at December 31, 2024, prior to the refinancing, the outstanding balance of our term loan was $386.0 million.

As of December 31, 2025, we had $183.0 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).

Interest payable on the Term Facility is based on either:

• the term secured overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);

• the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00% per annum,

plus, (A) in the case of Adjusted Term SOFR Rate borrowings, a spread of 1.75% per annum and (B) in the case of Alternate Base Rate borrowings, a spread of 0.75% per annum.

Interest payable on the Revolving Facility is based on either:

• the term secured overnight financing rate, plus 0.10% credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0% floor;

plus, (A) in the case of Adjusted SOFR Rate borrowings, a spread of 1.75% to 2.25% per annum depending on a total debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, spreads ranging from 0.75% to 1.25% per annum depending on a total debt to EBITDA ratio.

The Term Facility amortizes in quarterly installments, which commenced on July 1, 2021, at a rate of 1.00% per annum.

Murphy USA is also required to prepay the Term Facility with a portion of its excess cash flow, a portion of the net cash proceeds of certain asset sales and casualty events (subject to certain reinvestment rights) and the net cash proceeds of issuances of indebtedness not permitted under the Credit Agreement.

The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs.

The Term Facility amortizes in quarterly installments, which commenced on January 1, 2026, at a rate of 1.00% per annum.

Pursuant to the credit agreement, the applicable margin, (A) in the case of Adjusted SOFR Rate borrowings, (i) with respect to the Revolving Facility, ranges from 1.25% to 2.00% per annum depending on a total debt to EBITDA ratio and (ii) with respect to the Term Facility, is 1.75% per annum and (B) in the case of Alternate Base Rate borrowings (i) with respect to the Revolving Facility, ranges from 0.25% to 1.00% per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, is 0.75% per annum.

The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.

The Revolving Facility credit agreement also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.

Pursuant to the total leverage ratio financial maintenance covenant, the Company must maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a maximum secured net leverage ratio of not more than 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.25 to 1.0.

Pursuant to the total leverage ratio financial maintenance covenant, the Company must maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a consolidated cash interest coverage ratio of not less than 2.50 to 1.0.

The credit agreement also contains customary events of default.

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At December 31, 2025, our total leverage ratio was 2.11 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 $119.6 million, or 4.5% of consolidated net tangible assets over the life of the credit agreement.

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 $424.3 million as of December 31, 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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See "Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below.

See also Note 9 "Long-Term Debt" in the accompanying consolidated financial statements for the three years ended December 31, 2024.

See also Note 9 "Long-Term Debt" in the accompanying audited consolidated financial statements for the three years ended December 31, 2025.

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MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 2025 and accounted for the vast majority of our total assets as of December 31, 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.

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

Contractual Obligations

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We use maintenance capital in this business as needed to ensure reliability and continued performance of our stores.

We also invest in our Corporate and other assets segment which is primarily technology related.

The following table outlines our capital spending and investments by category for the three years ended December 31, 2024:

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 years ended December 31, 2025:

Years Ended December 31,

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Goodwill and intangible assets

Goodwill represents the excess of the aggregate of the consideration transferred over the net assets acquired and liabilities assumed and is tested annually for impairment, or more frequently if there are indicators

of impairment.

Acquired finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when events or circumstances indicate that the asset group to which the intangible assets belong might be impaired.

The Company revises the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision.

If the Company revises the useful life, the unamortized balance is amortized over the use life on a prospective basis.

If the Company revises the useful life, the unamortized balance is amortized over the remaining useful life on a prospective basis.

Indefinite-lived intangibles are tested annually for impairment, or more often if indicators warrant.

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We have not made any material change in the methodology used to estimate future cash flows of retail store locations during the past three years.

In 2024, we recorded an impairment charge of $8.2 million.

In 2025 and 2024, we recorded impairment charges of $5.3 million and $8.2 million, respectively.

Our impairment evaluations are based on assumptions we deem to be reasonable.

If the actual results of our retail stores are not consistent with the estimates and judgments, we have made in estimating future cash flows and determining fair values, our actual impairment losses could vary positively or negatively from our estimated impairment losses.

estimated impairment losses.

Providing sensitivity analysis if other assumptions were used in performing the impairment evaluations is not practical due to the significant number of assumptions involved in the estimates.

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The Company is occasionally challenged by taxing authorities over the amount and/or timing of recognition of revenues and deductions in its various income tax returns.

Although the Company believes it has adequate accruals for matters not resolved with various taxing authorities, gains or losses could occur in future years from changes in estimates or resolution of outstanding

See Note 11 “Income Taxes” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025 for a further discussion of our tax liabilities.

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The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed at date of acquisition, with any excess recorded as goodwill.

These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with respect to the timing and amount of future revenues and expenses, the weighted average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired.

These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with

respect to the timing and amount of future revenues and expenses, the weighted-average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired.

This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction.

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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.

This Annual Report on Form 10-K contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks 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.

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

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our ability to effectively manage our inventory, manage disruptions in our supply chain and our ability to control costs;

geopolitical events, such as the conflicts in the Middle East, that impact the supply and demand and price of crude oil;

geopolitical events, such as evolving trade policies and the imposition of reciprocal tariffs and the conflicts in the Middle East, that impact the supply and demand and price of crude oil;

the impact of severe weather events, such as hurricanes, floods and earthquakes;

the impact of a global health pandemic and any governmental response thereto;

the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that

results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident;

the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident;

successful execution of our information technology strategy;

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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 7. Management’s Discussion and Analysis