What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-20 · 240 added, 214 removed, 1106 unchanged (29% of the section changed)

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OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Resignation of Officer

On February 12, 2026, Christopher A.

Click, Executive Vice President, Strategy, Growth and Innovation informed the Company of his intent to resign from his role effective February 20, 2026.

Click’s responsibilities and direct reports will be temporarily realigned until a successor is designated.

Click’s resignation was voluntary and did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

The Company's Stock Transaction Guidelines is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The Company's Stock Transaction Guidelines are filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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Note 9 - Long-Term Debt

Note 10 - Asset Retirement Obligations (ARO)

Note 10 - Asset Retirement Obligations

Note 11 - Income Taxes

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Note 22 - Business Segments

Note 23 - Restructuring Expenses

Financial Statement Schedules

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Andrew Clyde, (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed August 22, 2013)†

10.2* Severance Protection Agreement dated as of January 1, 2026 between Murphy USA and Mindy K.

10.3 Murphy USA Inc.

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10.11 Form of Murphy USA 2013 Long-Term Incentive Plan Option Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.12 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.11 Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (February 2023 grants)(incorporated by reference to Exhibit 10.13 to Murphy USA's Inc's Annual Report on Form 10-K filed on February 15, 2023)†

10.12 Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (February 2023 grants)(incorporated by reference to Exhibit 10.13 to Murphy USA Inc's Annual Report on Form 10-K filed on February 15, 2023)†

10.13 Form of Murphy USA 2013 Long-Term Incentive Plan Performance Stock Unit Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.14 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.14 Form of Murphy USA 2013 Non-Employee Director Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.15 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.14 Form of Murphy USA 2013 Non-Employee Director Cash Deferral Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.16 Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.15 Form of Murphy USA 2013 Non-Employee Director Cash Deferral Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.16 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.16 Murphy USA Inc.

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10.17 First Amendment Agreement, dated as of March 8, 2023, to the Credit Agreement dated as of January 29, 2021, among Murphy USA Inc., Murphy Oil USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed May 4, 2023)

10.17* Form of 2023 Omnibus Incentive Plan Option Grant Agreement†

10.18* Form of 2023 Omnibus Incentive Plan Performance Share Agreement†

10.19* Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award)†

10.20* Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees)†

10.18 Form of 2023 Omnibus Incentive Plan Option Grant Agreement (incorporated by reference to Exhibit 10.17 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)†

10.19 Form of 2023 Omnibus Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.18 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)†

10.20 Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award) (incorporated by reference to Exhibit 10.19 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)†

10.21 Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees) (incorporated by reference to Exhibit 10.20 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)†

10.22 Second Amendment Agreement, dated as of June 26, 2023, to the Credit Agreement dated as of January 29, 2021, as amended as of March 8, 2023, by and among Murphy USA Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A.

as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.5 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)

10.23 Refinancing Facility Agreement, dated as of April 7, 2025, by and among Murphy USA Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Murphy USA Inc.'s Current Report on Form 8-K filed April 11, 2025)

10.24 Murphy USA Inc.

2019 Annual Incentive Plan, as amended and restated, and effective as of August 14, 2024 (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed October 31, 2024)†

10.25* Separation Agreement between Murphy Oil USA, Inc.

and Charles Galagher Jeff, dated as of October 14, 2025†

10.26* Letter Agreement dated December 11, 2025, between Murphy USA Inc., R.

Andrew Clyde and Clyde Advisory LLC†

19.1* Murphy USA Inc.

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97.1 Murphy USA Inc.

Financial Restatement Compensation Recoupment Policy

Financial Restatement Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)

INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents

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MURPHY USA Inc.

Andrew Clyde Date:

February 18, 2026

Andrew Clyde, President

West, President and

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 18, 2026 by the following persons on behalf of the registrant and in the capacities indicated.

Madison Murphy /s/ David B.

Madison Murphy, Chairman and Director David B.

Miller, Director

Andrew Clyde /s/ Jeanne L.

Andrew Clyde, President and Chief Jeanne L.

Phillips, Director

Madison Murphy /s/ Jack T.

Madison Murphy, Chairman and Director Jack T.

Taylor, Director

West /s/ James W.

West, President and Chief James W.

Keyes, Director

Executive Officer and Director

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/s/ Claiborne P.

Deming /s/ Jack T.

Deming, Director Jack T.

Taylor, Director

Goebel /s/ Rosemary Turner

Goebel, Director Rosemary Turner, Director

Galagher Jeff

Keyes, Director C.

Galagher Jeff, Executive Vice President

and Chief Financial Officer

(Principal Financial Officer)

Landen /s/ Donald R.

Landen, Director Donald R.

Deming /s/ Jeanne L.

Deming, Director Jeanne L.

Phillips, Director

Miller /s/ Michael G.

Miller, Director Michael G.

Kulp, Director

Haley /s/ Rosemary Turner

Haley, Director Rosemary Turner, Director

Goebel /s/ Donald R.

Goebel, Director Donald R.

Smith, Jr., Vice President,

Chief Accounting Officer and Treasurer

(Principal Accounting Officer)

Interim Chief Financial Officer and Treasurer

(Principal Financial & Accounting Officer)

Landen, Director

REPORT OF MANAGEMENT- CONSOLIDATED FINANCIAL STATEMENTS

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Assessment of impairment triggering events related to property, plant and equipment

As discussed in Note 2 to the consolidated financial statements, the Company assesses its property, plant and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable.

As discussed in Note 2 to the consolidated financial statements, the Company assesses its property, plant and equipment for potential impairment whenever events or changes in the circumstances indicate that the carrying value of the asset or asset group may not be recoverable.

The property, plant and equipment

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We identified the assessment of impairment triggering events related to certain property, plant and equipment as a critical audit matter.

The determination of the asset group level, the evaluation of retail site profitability, and the assessment of retail site specific factors involved challenging auditor judgment, as changes to those factors could have a significant impact on the Company's assessment of an impairment triggering event.

The determination of the asset group level, the evaluation of the retail site profitability, and the assessment of retail site specific factors involved challenging auditor judgment, as changes to those factors could have a significant impact on the Company’s assessment of an impairment triggering event.

The following are the primary procedures we performed to address this critical audit matter.

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Cash and cash equivalents $ 28.9 $ 47.0

Marketable securities, current — 7.1

Accounts receivable—trade, less allowance for doubtful accounts of $ 0.3 in 2024 and $ 1.3 in 2023, respectively

Accounts receivable—trade, less allowance for doubtful accounts of $ 0.3 in 2025 and 2024, respectively

Inventories, at lower of cost or market 413.0 401.6

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Total current assets 747.8 748.1

Marketable securities, non-current — 4.4

Property, plant and equipment, at cost less accumulated depreciation and amortization of $ 2,173.5 in 2025 and $ 1,931.4 in 2024, respectively

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Selling, general and administrative 231.5 235.4 240.5

Restructuring expense 12.6 — —

Accretion of asset retirement obligations 3.4 3.2 3.0

Acquisition related costs — — 1.5

Total operating expenses 18,662.7 19,496.9 20,702.6

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Other comprehensive income (loss), net of tax

Interest rate swap:

Marketable securities:

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Net income $ 470.6 $ 502.5 $ 556.8

Adjustments to reconcile net income to net cash provided by operating activities

Adjustments to reconcile net income to net cash provided (required) by operating activities

Depreciation and amortization 276.8 248.0 228.7

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Deferred and noncurrent income tax charges (benefits) 45.1 14.0 2.0

Restructuring expense, net of cash paid 5.6 — —

Accretion of asset retirement obligations 3.4 3.2 3.0

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Repayments of debt ( 2,654.4 ) ( 666.7 ) ( 23.4 )

Debt issuance costs ( 9.0 ) — —

Amounts related to share-based compensation ( 23.5 ) ( 30.4 ) ( 21.1 )

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Net income — — — — 502.5 — 502.5

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.5 0.5

Cash dividends declared, ($ 1.79 per share)

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The Company owns and operates a chain of retail stores under the brand name of Murphy USA ® and Murphy Express, most of which are located in close proximity to Walmart stores, and also has a mix of convenience stores with and without retail gasoline that operate under the brand name of QuickChek ® .

At December 31, 2024, the Company had a total of 1,757 Company stores in 27 states, of which 1,601 were branded as Murphy and 156 were the QuickChek brand.

At December 31, 2025, the Company had a total of 1,800 Company stores in 27 states, of which 1,649 were branded as Murphy and 151 were branded QuickChek.

The Company also has certain product supply and wholesale assets, including product distribution terminals and pipeline positions.

Murphy Oil USA, Inc.

and certain of its subsidiaries operate on a calendar year basis, while the QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks.

and certain of its subsidiaries operate on a calendar year basis, while the 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.

Adoption of New Accounting Pronouncement

Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, on a prospective basis.

This update requires more detailed disclosures in the income tax note, including a standardized tabular rate reconciliation and disaggregated information on income taxes paid by jurisdiction.

Since the guidance was adopted prospectively, the disclosures for the years ended December 31, 2024, and 2023, are presented under the previous accounting standard.

The adoption of this ASU did not have an impact on the Company's consolidated financial position or results of operations, as it only affects disclosures.

Note 2 – Significant Accounting Policies

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Revenue is measured as the amounts of consideration we expect to receive in exchange for transferring goods or providing services.

Excise and sales tax that we collect where we have determined we are the principal in the transaction have been recorded as revenue on a jurisdiction-by-jurisdiction basis.

Excise and sales taxes that we collect where we have determined we are the principal in the transaction have been recorded as revenue on a jurisdiction-by-jurisdiction basis.

The Company enters into buy/sell and similar arrangements when petroleum products are held at one location but are needed at a different location.

The Company often pays or receives funds related to the buy/sell arrangement based on location or quality differences.

The Company often pays or receives funds related to the buy/sell

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

arrangement based on location or quality differences.

The Company accounts for such transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in its Consolidated Statements of Income.

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Costs incurred for the shipping and handling of convenience store merchandise are included in Merchandise cost of goods sold in the Consolidated Statements of Income.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TAXES COLLECTED FROM CUSTOMERS AND REMITTED TO GOVERNMENT AUTHORITIES – Excise and other taxes collected on sales of refined products and remitted to governmental agencies are included in Operating Revenues and Operating Expenses in the Consolidated Statements of Income.

TAXES COLLECTED FROM CUSTOMERS AND REMITTED TO GOVERNMENTAL AUTHORITIES – Excise and other taxes collected on sales of refined products and remitted to governmental agencies are included in Operating Revenues and Operating Expenses in the Consolidated Statements of Income.

Excise taxes on petroleum products collected and remitted were $ 2.4 billion in 2025, $ 2.3 billion in 2024, and $ 2.3 billion in 2023.

CASH EQUIVALENTS – Short-term investments, which include government securities, money market funds and other instruments with government securities as collateral, that have a maturity of three months or less from the date of purchase are classified as cash equivalents.

CASH EQUIVALENTS – Short-term investments, which include governmental securities, money market funds and other instruments with governmental securities as collateral, that have a maturity of three months or less from the date of purchase are classified as cash equivalents.

MARKETABLE SECURITIES – The Company considers highly liquid treasury notes, corporate debt securities, and other funds with original maturities of more than three months to be marketable securities.

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

These fair value determinations require judgment and may involve the use of significant estimates and assumptions.

These fair value determinations

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

require judgment and may involve the use of significant estimates and assumptions.

The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed.

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Certain marketing facilities are primarily depreciated using the composite straight-line method with depreciable lives ranging from 3 to 25 years.

Gasoline stores,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

improvements to gasoline stores and other assets are depreciated over 3 to 50 years by individual unit on the straight-line method.

Gasoline stores, improvements to gasoline stores and other assets are depreciated over 3 to 50 years by individual unit on the straight-line method.

The Company capitalizes interest costs as a component of construction in progress on individually significant projects based on the weighted-average interest rates incurred on its long-term borrowings.

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The acquired assets are held by the exchange accommodation titleholder until the exchange transactions are complete.

If the Company determines that it is the primary beneficiary of the exchange accommodation titleholder, the replacements assets held by the exchange accommodation titleholder are consolidated and recorded in Property, Plant and Equipment on the Consolidated Balance Sheets.

If the Company determines that it is the primary beneficiary of the exchange accommodation titleholder, the replacement assets held by the exchange accommodation titleholder are consolidated and recorded in Property, Plant and Equipment on the Consolidated Balance Sheets.

The unspent proceeds that are held in trust with the intermediary are recorded as noncurrent assets in the Consolidated Balance Sheet as the cash was restricted for the acquisition of similar properties.

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If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods.

In 2024, the company recognized impairment charges of $ 8.2 million and had no impairment charges in both 2023 and 2022.

In 2025, the Company recognized impairment charges of $ 5.3 million, $ 8.2 million in 2024, and no impairment charges in 2023.

ASSET RETIREMENT OBLIGATIONS – The Company records a liability for asset retirement obligations (“ARO”) equal to the fair value of the estimated cost to retire an asset.

The ARO liability is initially recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is placed in service.

The ARO liability is estimated using existing regulatory requirements and anticipated future inflation rates.

The ARO liability is estimated using existing regulatory requirements and anticipated future inflation

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

When the liability is initially recorded, the Company increases the carrying amount of the related long-lived asset by an amount equal to the original liability.

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Any difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability is recognized as a gain or loss in the Company’s Consolidated Statements of Income.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ENVIRONMENTAL LIABILITIES – A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated.

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The Company uses both historical data and current information to support its assumptions.

Stock option expense is recognized on a straight-line basis over the requisite service period of three years .

Stock option expense is recognized on a straight-line basis over

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the requisite service period of three years .

The Company uses a Monte Carlo valuation model to determine the fair value of performance-based stock units that are based on performance compared against a peer group and the related expense is recognized over the three-year requisite service period.

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See Note 12 "Incentive Plans" for a discussion of the basis of allocation of such costs.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

USE OF ESTIMATES – In preparing the financial statements of the Company in conformity with U.S.

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Our sales of petroleum products at wholesale are generally recorded as revenue when the deliveries have occurred and legal ownership of the product has transferred to the customer.

Title transfer for bulk refined product sales typically occurs at pipeline custody points and upon trucks loading at product terminals.

Title transfer for bulk refined product sales typically occurs at pipeline custody points and upon

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

trucks loading at product terminals.

For bulk pipeline sales, we record receivables from customers that are generally collected within a week from custody transfer date.

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The transaction price typically includes some portion of sales tax as levied in the respective jurisdictions.

Those taxes that are collected for remittance to governmental

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

entities on a pass through basis are not recognized as revenue and they are recorded to a liability account until they are paid.

Those taxes that are collected for remittance to governmental entities on a pass-through basis are not recognized as revenue and they are recorded to a liability account until they are paid.

As noted above, a mixture of payment types are used for these revenues and the same terms for credit/debit card receivables are realized.

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We recognize loyalty revenue when a customer redeems an earned reward.

Deferred revenue associated with both rewards programs are included in Trade accounts payable and accrued liabilities in our Consolidated Balance Sheets.

Deferred revenue associated with both loyalty programs are included in Trade accounts payable and accrued liabilities in our Consolidated Balance Sheets.

The deferred revenue balances at December 31, 2025 and 2024 were immaterial.

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Other revenues.

Items reported as other operating revenues include collection allowances for excise and sales tax and other miscellaneous items and are recognized as revenue when the transaction is completed.

Items reported as other operating revenues include collection allowances for excise and sales taxes and other miscellaneous items and are recognized as revenue when the transaction is completed.

Accounts receivable

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At December 31, 2025 and 2024, we had $ 115.0 million and $ 110.5 million of receivables, respectively, related to contracts with customers recorded.

All of the trade accounts receivable related to contracts with customers outstanding at the end of each period were collected during the succeeding quarter.

These receivables were generally related to credit and debit card transactions along with short term bulk and wholesale sales from our customers, which have a very short settlement window.

Typically, the trade accounts receivable related to contracts with customers outstanding at the end of each period were collected during the succeeding quarter.

These receivables were generally related to credit and debit card transactions along with short term bulk and wholesale sales to our customers, which have a very short settlement window.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Inventories

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Total inventories $ 413.0 $ 401.6

At December 31, 2024 and 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 189.1 million and $ 209.7 million, respectively, and for store merchandise for resale this amount was zero and $ 2.4 million at December 31, 2024 and 2023, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2025 and 2024, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 162.6 million and $ 189.1 million, respectively.

Note 5 — Marketable Securities

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The Company determines the classification of its marketable securities based on its investment strategy at the time of purchase.

All marketable securities in the periods presented have been classified as available-for-sale.

The Company held no marketable securities at December 31, 2024.

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at December 31, 2023 consist of the following:

December 31, 2023

(Millions of dollars) Amortized

Losses Estimated

Available-for-sale securities:

Marketable securities current

Government bonds $ 3.0 $ — $ — $ 3.0

Corporate bonds 3.9 — — 3.9

Investment income receivable 0.2 — — 0.2

Marketable securities non-current

Corporate bonds 2.9 — — 2.9

Corporate bonds 1.5 — — 1.5

Total marketable securities $ 11.5 $ — $ — $ 11.5

There was no impairment on any available-for-sale marketable securities as of December 31, 2024 or December 31, 2023.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company held no marketable securities at December 31, 2025 or 2024.

Note 6 – Property, Plant and Equipment

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Depreciation expense of $ 275.8 million, $ 247.0 million and $ 227.7 million was recorded for the years ended December 31, 2025, 2024 and 2023, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 – Goodwill and Intangible Assets

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Intangible assets, net of amortization $ 145.9 $ 139.3 $ 145.9 $ 139.5

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Accounts Payable and Accrued Liabilities

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Accounts payable and accrued liabilities $ 865.2 $ 874.4

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — Long-Term Debt

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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

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 net proceeds from the issuance of the 2029 Senior Notes were used to fund, in part, the tender offer and redemption of a prior note issuance.

The 2029 Senior Notes are fully and unconditionally guaranteed

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

by the Company and by the Company's subsidiaries that guarantee our Credit Facilities.

The 2029 Senior Notes are fully and unconditionally guaranteed by the Company and by the Company's subsidiaries that guarantee our Credit Facilities.

The indenture governing the 2029 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 Senior Notes.

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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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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 and $ 390 million at December 31, 2023.

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 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 the 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;

• 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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 SOFR Rate plus 1.00 % per annum,

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.

and the guarantors party to the guarantee and collateral agreement in respect thereof.

Note 10 — Asset Retirement Obligations ("ARO")

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Asset Retirement Obligations

The majority of the ARO recognized by the Company at December 31, 2025 and 2024 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

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In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the beginning and ending aggregate carrying amount of the ARO is shown in the following table:

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Note 11 — Income Taxes

The components of income before income taxes for each of the three years ended December 31, 2024 and income tax expense (benefit) attributable thereto were as follows:

The components of income (loss) before income taxes for each of the three years ended December 31, 2025 and income tax expense (benefit) attributable thereto are as follows:

Years Ended December 31,

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State - Current and deferred 20.1 21.8 32.6

Total $ 149.1 $ 177.6 $ 210.9

Total income tax expense (benefit) $ 138.6 $ 149.1 $ 177.6

The following table reconciles the Company income tax expense (benefit) based on the U.S.

statutory tax rate to the income tax expense (benefit) for the year ended December 31, 2025, after the adoption of ASU 2023-09.

(Millions of dollars) Amount Percent

Income tax expense (benefit) based on the U.S.

statutory tax rate $ 127.9 21.0 %

Domestic federal

Tax Credits ( 8.0 ) ( 1.3 ) %

Nontaxable and nondeductible items 2.0 0.3 %

Other reconciling items 0.2 — %

Domestic state and local income taxes, net of federal effect 16.5 2.8 %

Total income tax expense (benefit) $ 138.6 22.8 %

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2025, state and local income taxes in New Jersey, Florida, Alabama, Georgia and Tennessee comprised the majority of the domestic state and local income taxes, net of federal effect category.

The following table reconciles income taxes based on the U.S.

statutory tax rate to the Company’s income tax expense (benefit).

statutory tax rate to the Company’s income tax expense (benefit) for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09.

Years Ended December 31,

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Total $ 149.1 $ 177.6

Cash income taxes paid, net of refunds, for the year ended December, 31, 2025, was as follows:

(Millions of dollars) Amount

US federal $ 86.0

US state and local 15.0

Total $ 101.0

Cash income taxes paid, net of refunds, were $ 109.5 million and $ 128.0 million for the years ended December 31, 2024 and 2023, respectively.

An analysis of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 showing the tax effects of significant temporary differences is as follows:

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Total gross deferred tax assets 153.2 144.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of dollars) 2024 2023

Deferred tax liabilities

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Although the Company believes that recorded liabilities for unsettled issues are adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The FASB’s rules for accounting for income tax uncertainties clarify the criteria for recognizing uncertain income tax benefits and require additional disclosures about uncertain tax positions.

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Income tax expense for the years ended December 31, 2025, 2024 and 2023 included immaterial amounts of interest and penalties, associated with uncertain tax positions.

Of these amounts shown in the table, the amount that represents the unrecognized tax benefits that, if recognized, would impact our effective tax rate were none and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively.

During the next twelve months, the Company does not expect a material change to the liability for uncertain taxes.

Although existing liabilities could be reduced by settlement with taxing authorities or lapse due to statute of limitations, the Company believes that the changes in its unrecognized tax benefits due to these events will not have a material impact on the Consolidated Statements of Income during 2025.

Of these amounts shown in the table, there were no unrecognized tax benefits that, if recognized, would impact our effective tax rate for the years ended December 31, 2025 and 2024, respectively.

Total excess tax benefits for equity compensation recognized in the twelve months ended December 31, 2025, 2024 and 2023 were $ 2.9 million, $ 5.0 million and $ 2.9 million, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Incentive Plans

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During the period from May 4, 2023 to December 31, 2025, the Company granted a total of 191,075 awards from the MUSA 2023 Plan, which leaves 1,533,925 remaining shares.

At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.

Beginning with its initial quarterly dividend in December 2020, the Company issued dividend equivalent units ("DEUs") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

At present, the Company expects to issue all shares that vest out of our existing treasury shares rather than issuing new common shares.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Beginning with its initial quarterly dividend in December 2020, the Company has issued dividend equivalent units ("DEUs") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

The terms of the DEUs mirror the underlying awards and will only vest if the related award vests.

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STOCK OPTIONS – The Committee fixes the option price of each option granted at no less than fair market value ("FMV") on the date of the grant and fixes the option term at no more than 7 years from such date.

Most of the nonqualified stock options granted in 2024 to certain employees by the Committee were granted in February 2024.

Most of the nonqualified stock options granted by the Committee in 2025 to certain employees were granted in February 2025.

Following are the assumptions used by the Company to value the original awards:

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Stock price at valuation date $ 492.22 $ 391.54 $ 263.48

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in options outstanding for Company employees during the period from December 31, 2024 to December 31, 2025 are presented in the following table:

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Exercisable at December 31, 2025 172,790 $ 148.96 2.2 $ 44.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional information about stock options outstanding at December 31, 2025 is shown below:

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$ 350.00 to $ 449.99 29,710 5.1 400 1.2

$ 450.00 & Above 26,200 6.1 — —

245,100 3.1 172,790 2.2

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The DSUs are recognized at their fair value on the date of the grant.

Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

last trading day of the quarter.

Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the last trading day of the quarter.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

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For the TSR portion of the awards, the fair value was determined to be $ 674.28 per unit.

For the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 391.54 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 492.22 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Changes in PSUs outstanding for Company employees during the period from December 31, 2024 to December 31, 2025 are presented in the following table:

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At December 31, 2025 there were 426 Director DSUs outstanding with an average grant date fair value of $ 259.87 per unit under the 2013 Directors Plan.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recognized in the financial statements by the Company with respect to all share-based compensation plans are shown in the following table:

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Related income tax benefit recognized in income $ 6.0 $ 4.8 $ 4.6

As of December 31, 2024, there was $ 29.6 million in compensation costs to be expensed over approximately the next 2.0 years related to unvested share-based compensation arrangements granted by the Company.

As of December 31, 2025, there was $ 18.3 million in compensation costs to be expensed over approximately the next 2.2 years related to unvested share-based compensation arrangements granted by the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employees who have stock options are required to net settle their options in shares, after applicable statutory withholding taxes are considered, upon each stock option exercise.

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THRIFT PLAN – Employees of the Company may participate in defined contribution savings plans by contributing up to a specified percentage of their base pay.

The Company matches contributions for Murphy USA eligible employees at 100 % of each employee’s contribution with a maximum match of 6 %.

In addition, the Company makes profit sharing contributions on an annual basis for Murphy USA employees.

Eligible employees receive a stated percentage of their base and incentive pay of which can range from 3 % to 9 % based on participant's age, years of service, date of hire, subsidiary organization, or role.

The Company maintained the thrift plan of QuickChek on acquisition and matched 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees in 2022.

The Company matches contributions for Murphy USA eligible employees at 100 % of each employee’s contribution, up to a maximum of 6 %.

In addition, the Company makes annual retirement contributions on an annual basis for Murphy USA employees.

Eligible employees receive a stated percentage of their base and eligible incentive pay of which can range from 3 % to 9 % based on participant's age, years of service, date of hire, subsidiary organization, or role.

Beginning in 2023, the QuickChek Corporation 401(k) Retirement and Savings Plan and the Murphy Profit Sharing Plan were merged into the Murphy USA Savings Plan.

The Company’s combined expenses related to these plans were $ 21.1 million in 2025, $ 25.9 million in 2024 and $ 23.8 million in 2023.

In addition, prior to 2023, eligible part-time employees participated in a noncontributory profit sharing plan in which the Company could make discretionary employer contributions.

The Company's expenses related to this plan were $ 1.6 million in 2022.

SUPPLEMENTAL EXECUTIVE RETIREMENT – The Company provides a Supplemental Executive Retirement Plan ('SERP'), a nonqualified deferred compensation plan for Murphy USA employees, to eligible executives and certain members of management.

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As of December 31, 2025, all current commodity derivative activity is immaterial.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were $ 0.2 million in cash deposits at December 31, 2024 and $ 1.0 million at December 31, 2023 related to commodity derivative contracts reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

There were no minal cash deposits at December 31, 2025 and $ 0.2 million at December 31, 2024 related to commodity derivative contracts reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

These cash deposits have not been used to increase the reported net assets or reduce the reported net liabilities on the derivative contracts at December 31, 2025 and 2024.

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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.

During the year 2024, the total number of share repurchases were 938,528 common shares for approximately $ 446.6 million, at an average price of $ 475.86 per share, including accrued excise taxes, under the 2023 $ 1.5 billion authorization, leaving approximately $ 937.8 million remaining available, as of December 31, 2024.

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

On October 29, 2025, the Company announced that the Board of Directors approved a new share repurchase authorization

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of up to $ 2.0 billion, excluding excise taxes, to be executed by December 31, 2030.

This authorization will commence at the conclusion of the existing 2023 authorization.

During the year 2025, the total number of share repurchases were 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, under the 2023 $ 1.5 billion authorization, leaving approximately $ 291.9 million remaining available, as of December 31, 2025.

During the years 2024 and 2023, the total number of share repurchases were 938,528 common shares for $ 446.6 million, at an average price of $ 475.86 per share and 1,026,300 common shares for $ 336.2 million, at an average price of $ 327.55 per share, respectively.

15 unchanged sentences

Earnings per common share assuming dilution $ 24.10 $ 24.11 $ 25.49

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We have excluded from the earnings-per-share calculation certain stock options and shares that are considered to be anti-dilutive under the treasury stock method and are reported in the table below.

2 unchanged sentences

Stock Options 56,391 28,929 34,133

RSUs 7,429 13 44

Total anti-dilutive shares 63,820 29,394 34,177

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 — Other Financial Information

CASH FLOW DISCLOSURES — Cash income taxes paid (received), net of refunds, were $ 109.5 million, $ 128.0 million and $ 199.7 million for the three years ended December 31, 2024, 2023 and 2022, respectively.

Interest paid, net of amounts capitalized, was $ 93.1 million, $ 92.3 million and $ 81.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

CASH FLOW DISCLOSURES — Interest paid, net of amounts capitalized, was $ 105.1 million, $ 93.1 million and $ 92.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

CHANGES IN WORKING CAPITAL:

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See also Note 14 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended December 31, 2025, for more information.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial assets and liabilities measured at fair value on a recurring basis

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Deferred compensation plan assets 18.6 — — 18.6

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

(Millions of dollars) Level 1 Level 2 Level 3 Fair Value

Financial liabilities

5 unchanged sentences

Financial assets

Marketable securities, current:

Government bonds $ — $ 3.0 $ — $ 3.0

Corporate bonds — 4.1 — 4.1

Prepaid expenses and other current assets

Fuel derivative — — 0.2 0.2

Marketable securities, non-current

Corporate bonds — 2.9 — 2.9

Corporate bonds — 1.5 — 1.5

Deferred compensation plan assets 14.9 — — 14.9

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The fair value of these, which represents fees associated with obtaining the instruments, was nominal.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at December 31, 2025 and 2024.

5 unchanged sentences

Note 18 – Commitments

The Company leases land, gasoline stores, and other facilities under operating leases.

During the next five years, expected future rental payments under all operating leases are approximately $ 59.9 million in 2025, $ 59.9 million in 2026, $ 59.0 million in 2027, $ 58.0 million in 2028, and $ 56.5 million in 2029.

Rental expense for noncancellable operating leases, including contingent payments when applicable, was $ 66.2 million in 2024, $ 60.7 million in 2023 and $ 57.6 million in 2022.

Commitments for capital expenditures were approximately $ 403.1 million at December 31, 2024, including $ 350.3 million approved for potential construction of future stores (including land) at year-end, along with $ 37.8 million for improvements of existing stores, to be financed with our operating cash flow and/or incurrence of indebtedness.

The Company has certain take-or-pay contracts primarily to supply terminals with a noncancellable remaining term of 5.8 years.

Rental expense for non-cancellable operating leases, including contingent payments when applicable, was $ 73.7 million in 2025, $ 66.2 million in 2024 and $ 60.7 million in 2023.

Commitments for capital expenditures were approximately $ 356.8 million at December 31, 2025, including $ 308.3 million approved for potential construction of future stores (including land) at year-end, along with $ 37.8 million for improvements of existing stores and the remaining $ 10.8 million for other corporate

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

investments and other strategic initiatives, to be financed with our operating cash flow and/or incurrence of indebtedness.

The Company has certain take-or-pay contracts primarily to supply terminals with a non-cancellable remaining term of 4.8 years.

At December 31, 2025, our minimum annual payments under our take-or-pay contracts are estimated to be $ 9.0 million in 2026 and $ 7.0 million in 2027, $ 5.2 million in 2028, $ 5.1 million in 2029, and $ 3.8 million in 2030.

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In connection with these activities, hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where they have been taken for disposal.

In addition, many of these properties have been

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operated by third parties whose management of hazardous substances was not under the Company’s control.

In addition, many of these properties have been operated by third parties whose management of hazardous substances was not under the Company’s control.

Under existing laws, the Company could be required to remediate contaminated property (including contaminated groundwater) or to perform remedial actions to prevent future contamination.

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As such, the Company has not recorded a benefit for likely recoveries at December 31, 2025, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

EPA currently considers the Company a PRP at one Superfund site.

currently considers the Company a PRP at one Superfund site.

As to the site, the potential total cost to all parties to perform necessary remedial work at this site may be substantial.

1 unchanged sentence

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at December 31, 2025.

The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at this site or other Superfund sites.

The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assigned additional responsibility for remediation at this site or other Superfund sites.

Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.

2 unchanged sentences

Murphy USA is engaged in a number of other legal proceedings, all of which the Company considers routine and incidental to its business.

Currently, 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.

At this stage, 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.

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

Currently, 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.

At this stage, 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.

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

INSURANCE — The Company maintains insurance coverage at levels that are customary and consistent with industry standards for companies of similar size.

3 unchanged sentences

While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $ 60.7 million will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has obtained insurance coverage as appropriate for the business in which it is engaged, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.

The Company has obtained insurance coverage as appropriate for the business it is engaged in, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.

TAX MATTERS — Murphy USA is subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes.

10 unchanged sentences

we recognize lease expense for these leases on a straight-line basis over the lease term.

The Company's leases have remaining lease terms of approximately 2 years or less to 35 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company's leases have remaining lease terms of approximately 1 years or less to 34 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 20 years or more.

11 unchanged sentences

Our lease agreements do not contain any material residual value guarantees and approximately 103 sites leased from Walmart contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases are reflected in the following balance sheet accounts:

10 unchanged sentences

Total lease liabilities $ 678.9 $ 639.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31,

13 unchanged sentences

Financing cash flows required by finance leases $ 12.4 $ 11.7 $ 11.4

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities:

18 unchanged sentences

Note 21 — Recent Accounting and Reporting Rules

In December 2023, the FASB issued ASU 2023-07, "Segment Reporting:

Improvements to Reportable Segment Disclosures." The amendments in this Update intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU for the annual period ended December 31, 2024 and the amendments have be applied retrospectively to all prior periods presented in the financial statements.

For operating segment information, see Note 22 “Business Segments.”

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU intends to enhance income tax disclosures, under Topic 740, to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this Update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The amendments in this Update are effective for the Company for the year beginning January 1, 2025, with early adoption permitted.

The amendments should be applied on a prospective basis, with retrospective application permitted.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses." This ASU addresses investor requests for more granular information about an entity’s expenses, allowing investors to better understand performance, prospects for future cash flows, and comparability over time and with other entities.

The primary goal is to improve the decision-usefulness of expense information on public companies’ income statements through disaggregation of relevant expense captions in the notes to the financial statements.

The amendments in this Update are effective for the Company for annual periods beginning after December 15,

The primary goal is to improve the decision-usefulness of expense information on public companies’

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2026, and interim periods in the year beginning after December 15, 2027.

income statements through disaggregation of relevant expense captions in the notes to the financial statements.

The amendments in this update are effective for the Company for annual periods beginning after December 15, 2026, and interim periods in the year beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either prospectively or retrospectively.

The Company is assessing the impact of the standard on the Company's consolidated financial statements.

The Company is currently assessing the impact of the standard on the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Measurement of Credit Losses for Accounts Receivable and Contract Assets." This ASU addresses challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The amendments in this update introduce a practical expedient for all entities, and an accounting policy election for entities other than public business entities.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company does not expect for this to have a material impact on the consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements.” This ASU is intended to more closely align financial reporting with the economics of some of an entity’s risk management activities.

The changes are in response to stakeholder feedback from implementing ASU 2017-12 and the effects of LIBOR cessation.

The main amendments relate to cash flow hedging, but some of the amendments affect certain fair value and net investment hedges.

The amendments will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted, and the amendments are to be applied prospectively.

The Company is currently assessing the impact of the standard on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270)—Narrow-Scope Improvements".

This ASU clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period.

It is not intended to significantly change interim reporting or expand or reduce interim disclosure requirements.

The amendments will be effective for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of the standard on the consolidated financial statements and does not expect the adoption to have a material impact.

Note 22 — Business Segments

6 unchanged sentences

The reportable segment was determined based on information reviewed by the Chief Operating Decision Maker (CODM), who is the Chief Executive Officer.

The CODM evaluates performance and allocates resources for its reportable segment using segment income or loss.

The CODM evaluates performance and allocates resources for its reportable segment using segment income (loss).

This metric is used to evaluate the overall financial performance of the Marketing segment, make operational and strategic decisions, prepare our annual plan, and allocate resources.

The accounting policies for the Marketing segment are consistent with those described in the summary of significant accounting policies.

No eliminations are required for the presentation below as virtually all corporate and other costs are allocated to the Marketing segment.

No eliminations are required for the presentation below because virtually all corporate and other costs are allocated to the Marketing segment.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Years ended December 31,

9 unchanged sentences

Other segment items 3

11.2 16.0 3.5

Interest expense 8.0 8.4 8.9

Segment income before income taxes $ 749.1 $ 752.2 $ 833.9

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Years ended December 31,

(Millions of dollars) 2024 2023 2022

Reconciliation of income before income taxes

4 unchanged sentences

Depreciation and amortization 26.0 18.2 16.8

Restructuring expenses 12.6 — —

(Gain) loss on sale of assets 0.3 ( 0.1 ) 0.1

1 unchanged sentence

Interest expense 102.9 88.7 89.6

Acquisition related costs — — 1.5

Other nonoperating (income) expense ( 1.4 ) 0.6 0.2

5 unchanged sentences

accretion of asset retirement obligations, impairment of properties, (gain) loss on sale of assets and other nonoperating (income) expense

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other specified segment disclosures

21 unchanged sentences

4 Corporate and other assets not included in the reportable segment results.

Note 23 — Restructuring Expenses

The Company recognizes restructuring expense when related costs constitute a present obligation that is both probable and reasonably estimable.

During the third quarter of 2025, the Company incurred restructuring charges as part of its ongoing efforts to strengthen operational effectiveness, improve organizational efficiency and position the company for long-term success.

These expenses, included in "Restructuring expense" in the Consolidated Statements of Income, consisted primarily of severance and other employee costs, including severance pay and other termination benefits, as well as other ancillary costs.

These restructuring charges were recorded as Corporate costs and therefore excluded from the financial results of the reportable segment.

A summary of the restructuring charges is as follows:

Years Ended December 31,

(Millions of dollars) 2025 2024 2023

Severance pay, related benefits and other costs $ 12.6 $ — $ —

Total restructuring expense $ 12.6 $ — $ —

A reconciliation of the changes in the restructuring liability, as of December 31, 2025, is as follows:

(Millions of dollars)

Balance as of December 31, 2024

Charges incurred during the period 12.6

Cash payments ( 7.0 )

Changes in estimates and other adjustments —

Balance as of December 31, 2025

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

9 unchanged sentences

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 9A. Controls and Procedures