What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-10-30 · 106 added, 175 removed, 264 unchanged (52% of the section changed)

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It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business.

• Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the three and nine months ended September 30, 2025 and 2024.

• Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the three and nine months ended September 30, 2025 and 2024.

• Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the three months ended March 31, 2026 and 2025.

• Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the three months ended March 31, 2026 and 2025.

It also includes a discussion of our capital structure and available sources of liquidity.

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The Company owns and operates a chain of retail stores that market gasoline and other merchandise under the brand names of Murphy USA ® and Murphy Express, most of which are located in close proximity to Walmart stores, principally in the Southeast, Midwest and Southwest areas of the United States.

We also have a mix of convenience stores and retail gasoline stores located in New Jersey and New York that operate under the QuickChek ® brand, comprising our Northeast region.

At September 30, 2025, we had a total of 1,772 Company stores in 27 states, of which 1,620 were Murphy branded and 152 were under the QuickChek brand.

We also have a mix of convenience stores and retail gasoline stores in New Jersey and New York that operate under the QuickChek ® brand, comprising our Northeast region.

At March 31, 2026, we had a total of 1,803 Company stores in 27 states, of which 1,655 were Murphy branded and 148 were under the QuickChek brand.

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

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and its subsidiaries for all periods presented.

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

the QuickChek results cover the period June 28, 2025 to September 26, 2025, and the 2025 year-to-date period began December 28, 2024.

For Q3 2024, the QuickChek results cover the period June 29, 2024 to September 27, 2024, and the 2024 year-to-date period began December 30, 2023.

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

Trends Affecting Our Business

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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.

In Q3 2025, crude oil prices experienced moderate volatility with prices ranging from $62 per barrel to $71 per barrel with a average price of $66 per barrel in Q3 2025, compared to an average price of $76 per barrel in Q3 2024.

Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 30.7 cents per gallon ("cpg") in Q3 2025, compared to 32.6 cpg in Q3 2024.

Retail fuel margin dollars decreased 10.4% in the current quarter and retail fuel volumes increased 1.2% when compared to Q3 2024.

In Q1 2026, WTI Spot prices experienced increased volatility with prices ranging from $56 per barrel to $105 per barrel with an average price of $73 per barrel in Q1 2026, compared to an average price of $72 per barrel in Q1 2025.

Total fuel contribution (retail fuel margin plus fuel supply results which include Renewable Identification Numbers ("RINs")) was 35.0 cents per gallon ("cpg") in Q1 2026, compared to 25.4 cpg in Q1 2025.

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 Environmental Protection Agency (“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.

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

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 $1.31 per RIN in Q1 2026 compared to $0.74 per RIN in Q1 2025.

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

As of September 30, 2025, we had $1.3 billion of Senior Notes, $245.0 million outstanding under our revolving credit facility and a $600 million term loan outstanding.

As of March 31, 2026, we had $1.3 billion of Senior Notes, $160.0 million outstanding under our revolving credit facility and a $598.5 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.

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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 new store construction activity.

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 the remainder of our capital program in 2026 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility.

We believe that our business will continue to grow in the future as we maintain a pipeline of desirable future store locations for development.

The pace of this growth is continually monitored by our management, and these plans can be altered based on operating cash flows generated and the availability of debt facilities.

The pace of this growth is continually monitored by our management, and these plans

can be altered based on operating cash flows generated and the availability of debt facilities.

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

We currently estimate our effective tax rate to be between 23.5% and 24.5% for the full year 2025.

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 it did not have a material impact on the Company's consolidated financial statements.

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.

As a result, operating results for the three and nine months ended September 30, 2025, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2025.

As a result, operating results for the three months ended March 31, 2026, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2026.

Business Segment

The Company has one operating segment which is Marketing.

The Marketing segment includes our retail marketing stores and product supply and wholesale assets.

For additional operating segment information, see Note 22 “Business Segments” in the audited combined financial statements for the year ended December 31, 2024 included with our Annual Report on Form 10-K and Note 16 “Business Segments” in the accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2025.

The Marketing segment includes our retail marketing stores and fuel supply assets.

For additional operating segment information, see Note 22 “Business Segments” in the audited consolidated financial statements for the year ended December 31, 2025 included with our Annual Report on Form 10-K and Note 16 “Business Segments” in the accompanying unaudited consolidated financial statements for the three months ended March 31, 2026.

Results of Operations

Consolidated Results

For the three months ended September 30, 2025, the Company reported net income of $129.9 million, or $6.76 per diluted share, on revenue of $5.1 billion.

For the three months ended March 31, 2026, the Company reported net income of $136.3 million, or $7.28 per diluted share, on revenue of $4.8 billion.

Net income was $53.2 million for the same period in 2025, or $2.63 per diluted share, on $4.5 billion of revenue.

In the current year quarter, the Company experienced higher overall merchandise contribution compared to the prior year period, coupled with lower general and administrative expenses, lower income taxes and lower payment fees.

These benefits were more than offset by lower total fuel contribution, restructuring expenses, higher store operating expenses, higher depreciation and amortization and higher interest expense period over period.

For the nine months ended September 30, 2025, the Company reported net income of $328.7 million, or $16.64 per diluted share, on revenue of $14.6 billion.

Net income for the same period in 2024 was $360.0 million, or $17.17 per diluted share, on $15.5 billion of revenue.

For the year-to-date period, the Company generated higher overall merchandise contribution compared to the same period in 2024, while also benefiting from lower general and administrative expenses, lower income tax expense and lower payment fees.

Lower total fuel contribution, higher store operating expenses, increases in depreciation and amortization, restructuring expenses and higher interest expense more than offset these benefits resulting in lower net income for the 2025 year-to-date period.

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

Revenues for Q3 2025 decreased $0.1 billion, or 2.5%, compared to the same quarter in 2024.

The decrease in revenues was primarily due to a 7.2% reduction in the average retail fuel sales price during the quarter, which was partially offset by an increase of 1.2% in fuel sales volumes and a 3.7% increase in merchandise sales revenue.

Cost of sales in Q3 2025 decreased $0.1 billion, or 2.9%, when compared to Q3 2024.

In the current-year quarter, the decrease was primarily due to lower fuel cost, partially offset by higher fuel volumes sold and higher merchandise costs.

Store and other operating expenses increased $9.8 million, or 3.5%, in Q3 2025 compared to Q3 2024, primarily due to increases from net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

In the current year quarter, the Company experienced higher total fuel and merchandise contribution compared to the prior year period, coupled with lower general and administrative expenses.

These benefits were partially offset by higher income taxes, increased store and other operating expenses including payment fees, higher depreciation and amortization and higher interest expense period over period.

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

Revenues for Q1 2026 increased $0.3 billion, or 6.5%, compared to the same quarter in 2025.

The increase in revenues was primarily due to a 3.3% increase in the average retail fuel sales price during the quarter, an increase of 2.1% in fuel sales volumes and a 5.0% increase in merchandise sales revenue.

Cost of sales in Q1 2026 increased $0.2 billion, or 4.0%, when compared to Q1 2025.

In the current-year quarter, the increase was primarily due to higher fuel cost coupled with higher fuel volumes sold and higher merchandise costs.

Store and other operating expenses increased $13.7 million, or 5.1%, in Q1 2026 compared to Q1 2025, primarily due to increases from net new store operating expenses combined with higher employee related expenses at existing stores.

Selling, general and administrative ("SG&A") expenses for Q1 2026 decreased $3.5 million, or 5.8%, versus Q1 2025.

The decrease in SG&A costs is primarily due to lower professional fees in the current quarter.

Restructuring expenses of $12.6 million, related primarily to severance and other benefits offered to impacted employees, were incurred in the current-year quarter.

Depreciation and amortization expense increased $7.1 million in Q3 2025, or 11.3%, when compared to the same period of 2024, primarily due to the increased number of Murphy branded stores with larger formats, raze-and-rebuild activity in the quarter and strategic investments related to technology improvement initiatives in recent years.

The decrease in SG&A costs is primarily due to lower employee related expenses in the current quarter.

Depreciation and amortization expense increased $3.9 million in Q1 2026, or 5.7%, when compared to the same period of 2025, primarily due to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity in the quarter.

The effective income tax rate was approximately 22.6% for Q1 2026 compared to 14.1% in Q1 2025.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Year-to-date revenues decreased $0.9 billion, or 5.8%, compared to the same period in 2024.

The decrease in revenues was due to a 8.5% decrease in the average retail fuel sales prices and a 0.3% decrease in retail fuel sales volumes, which was partially offset by a 1.6% increase in merchandise sales revenue.

Year-to-date cost of sales decreased $0.9 billion, or 6.6%, compared to the same period in 2024.

In the current-year period, the lower costs were primarily due to lower fuel cost and lower fuel volumes sold, partially offset by higher merchandise costs.

Year-to-date store and other operating expenses increased $29.1 million, or 3.6%, compared to the same period in 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by lower payment fees.

SG&A expenses for the first nine months of 2025 decreased $14.9 million, or 8.2%, compared to the first nine months of 2024.

The decrease in SG&A costs is primarily due to lower professional fees, lower employee related costs and decreased incentive costs versus the same period of 2024.

Restructuring expenses of $12.6 million, related primarily to severance and other benefits offered to impacted employees, were incurred in the current-year period.

Depreciation and amortization expense increased $23.3 million, or 12.9%, year-to-date from the same period of 2024 primarily due to the increased number of Murphy branded stores with larger formats, raze-and-rebuild activity in the quarter and strategic investments related to technology improvement initiatives in recent years.

The effective income tax rate was approximately 23.2% for the nine months ended September 30, 2025 versus approximately 24.0% for the same period of 2024.

The rate for the quarter is higher due to lower excess tax benefits related to share-based compensation in the period, partially offset by greater benefits associated with Federal energy tax credits in the current year.

Segment Results

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Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2026 2025

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Net Income $ 136.3 $ 53.2

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

Marketing segment net income for the three months ended September 30, 2025 was lower compared to the same period in 2024 primarily due to:

• Lower total fuel contribution;

• Higher store and other operating expenses;

• Higher depreciation and amortization expenses

The items below partially offset the decrease in net income in the current period:

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

Marketing segment net income for the three months ended March 31, 2026 was higher compared to the same period in 2025 primarily due to:

• Higher total fuel contribution;

• Higher retail fuel sales volumes;

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• Lower SG&A expenses

• Lower income tax expense

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Marketing segment net income for the nine months ended September 30, 2025 was lower compared to the same nine-month period in 2024 primarily due to:

• Lower total fuel contribution

• Lower fuel sales volumes

The items below partially offset the increase in net income in the current period:

• Higher income tax expense;

• Higher store and other operating expenses;

• Higher depreciation and amortization expenses

The items below partially offset the decrease in net income in the nine-month period:

• Higher merchandise contribution

• Lower SG&A expenses

• Lower income tax expense

(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

September 30, Nine Months Ended

September 30,

Marketing Segment 2026 2025

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Total operating revenues 4,819.3 4,525.3

(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

September 30, Nine Months Ended

September 30,

Marketing Segment 2025 2024 2025 2024

Operating expenses

Petroleum products cost of goods sold 3,602.6 3,751.2 10,360.1 11,287.5

Petroleum product cost of goods sold 3,366.0 3,238.3

Merchandise cost of goods sold 839.0 803.5

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Total other income (expense) (2.0) (1.9)

(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Three Months Ended

Marketing Segment 2026 2025

Income (loss) before income taxes 209.4 92.8

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

77.6 75.6 74.7 73.8

Total merchandise sales revenue same store sales 1,2

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1 2025 amounts not revised for 2026 raze-and-rebuild activity (see SSS definition below)

2 Includes store-level discounts for Murphy Drive Rewards ("MDR") redemptions and excludes change in value of unredeemed MDR points

2 Includes store-level discounts redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s)

Store count at end of period 1,803 1,761

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Three Months Ended

September 30, Nine Months Ended

September 30,

Key Operating Metrics 2026 2025

Total retail fuel contribution ($ Millions) $ 293.0 $ 267.7

Total PS&W contribution ($ Millions) (31.4) (24.2) (72.6) (21.3)

RINs (included in Other operating revenues on Consolidated Statements of Income)

($ Millions) 61.7 32.7 156.4 91.0

Total fuel supply contribution ($ Millions) 39.0 (15.3)

RINs (included in Other operating revenues on Consolidated Statements of Income) ($ Millions) 71.9 34.9

Total fuel contribution ($ Millions) $ 403.9 $ 287.3

Retail fuel volume - chain (Million gal) 1,154.5 1,131.2

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

244.0 248.4 235.6 241.9

Retail fuel volume - per store (K gal SSS) 2

241.7 245.2 233.7 238.7

Retail fuel volume - (K gal APSM) 1,3

Retail fuel volume - (K gal SSS) 2,3

Total fuel contribution (cpg) 35.0 25.4

Retail fuel margin (cpg) 25.4 23.7

PS&W including RINs contribution (cpg) 2.4 0.7 2.3 1.9

Fuel supply including RINs contribution (cpg) 9.6 1.7

1 APSM metric includes all stores open through the date of calculation

2 2025 amounts not revised for 2026 raze-and-rebuild activity

3 All amounts are on a per store per month basis

The reconciliation of the total fuel contribution to the Consolidated Statements of Income is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2026 2025

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Three Months Ended

September 30, Nine Months Ended

September 30,

Key Operating Metrics 2026 2025

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1 2025 amounts not revised for 2026 raze-and-rebuild activity

2 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed points associated with our loyalty program(s)

2 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s)

3 All amounts are on a per store per month basis

Same store sales information compared to APSM metrics:

Variance from prior year Variance from prior year

Three months ended Nine months ended

September 30, 2025 September 30, 2025

Variance from prior year

Three months ended

March 31, 2026

Fuel gallons per month (0.8) % (0.9) %

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Non-nicotine margin (0.1 %) 0.2 %

1 Includes store-level discounts for redemptions and excludes change in value of unredeemed points associated with our loyalty program(s)

1 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s)

2 Includes all activity associated with our loyalty program(s)

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

Net income in the Marketing segment for Q3 2025 decreased $4.1 million, to $163.9 million when compared to the Q3 2024 period.

Contributions from merchandise were higher in the current quarter compared to the prior year period coupled with lower general and administrative expenses, lower income taxes and lower payment fees.

These benefits were more than offset by lower fuel margins, higher store operating expenses, and higher depreciation and amortization, resulting in lower net income in Q3 2025 compared to the Q3 2024 period.

Total fuel contribution for Q3 2025, was $384.8 million, a decrease of $19.4 million, or 4.8%, compared to Q3 2024.

This decrease was due to lower retail fuel contribution, which was partially offset by higher contribution from PS&W margins and higher fuel volumes sold in the period when compared to Q3 of 2024.

Retail fuel margins on a cpg basis decreased 11.3% in Q3 2025 to 28.3 cpg, compared to 31.9 cpg in the prior year period.

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

Net income in the Marketing segment for Q1 2026 increased $82.8 million, to $161.9 million when compared to the Q1 2025 period.

Contributions from fuel and merchandise were higher in the current quarter combined with lower general and administrative expenses.

These benefits were partially offset by higher income taxes, increased store and other operating expenses including payment fees, and higher depreciation and amortization in Q1 2026 compared to the Q1 2025 period.

Total fuel contribution for Q1 2026, was $403.9 million, an increase of $116.6 million, or 40.6%, compared to Q1 2025.

This increase was due to higher retail fuel contribution and fuel volumes sold coupled with higher fuel

supply margins in the period when compared to Q1 of 2025.

Retail fuel margins on a cpg basis increased 7.2% in Q1 2026 to 25.4 cpg, compared to 23.7 cpg in the prior year period.

Total retail fuel volumes increased 2.1% and fuel sales volumes on an SSS basis declined 0.8% in Q1 2026 when compared to Q1 2025.

Total product supply and wholesale contribution dollars, including RINs, increased $21.8 million in Q3 2025 when compared to Q3 2024, primarily due to timing of inventory movements and pricing impacts related to market conditions.

Total merchandise sales were $39.9 million, or 3.7%, higher in Q3 2025 vs Q3 2024, coming in at approximately $1.1 billion in both quarters.

Total merchandise contribution in Q3 2025 improved 11.3% compared to Q3 2024, primarily due to favorable sales mix and unit growth including promotional activity in the nicotine categories, combined with increased store count compared to the prior year period.

Total SSS merchandise contribution dollars grew by 8.3%, which included an increase of 18.0% in nicotine products and a 0.1% increase in non-nicotine products.

Store and other operating expenses increased $9.7 million in Q3 2025 compared to Q3 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were 3.0% higher, primarily attributable to increased employee related expenses and maintenance costs.

SG&A expenses in Q3 2025 were $4.7 million lower compared to Q3 2024, due primarily to lower professional fees in the current quarter.

Total fuel supply contribution dollars, including RINs, increased $91.3 million in Q1 2026 when compared to Q1 2025, primarily due to market-driven pricing effects and timing of inventory movements during the period.

Total merchandise sales increased $49.8 million, or 5.0%, in Q1 2026 vs Q1 2025, coming in at approximately $1.0 billion in both quarters.

Total merchandise contribution in Q1 2026 improved 7.3% compared to Q1 2025, primarily due to favorable sales mix and unit growth, combined with increased store count compared to the prior year period.

Total SSS merchandise contribution dollars grew by 4.9%, which included an increase of 10.4% in nicotine products, partially offset by a 0.1% decrease in non-nicotine products.

Store and other operating expenses increased $13.8 million in Q1 2026 compared to Q1 2025, primarily due to increases in net new store operating expenses combined with higher employee related expenses at existing stores.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were 0.3% higher, primarily attributable to increased employee related expenses tied to the new store growth (an increase of 1.9% on a same store basis).

SG&A expenses in Q1 2026 were $3.5 million lower compared to Q1 2025, due primarily to lower incentive costs and employee related expenses in the current quarter.

Depreciation and amortization expense increased $4.4 million, or 7.2%, in Q1 2026 compared to Q1 2025 due to the increased number of larger format Murphy branded stores and raze-and-rebuild activity in the quarter.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Net income in the Marketing segment for the nine months ended September 30, 2025 decreased $6.4 million compared to the nine months ended September 30, 2024.

The decrease was primarily due to lower total fuel contribution, increased store operating expenses, increased depreciation and amortization and lower fuel sales volumes, which were partially offset by higher overall merchandise contributions, lower SG&A expenses and lower income tax expense.

Total fuel contribution for the nine-month period ended September 30, 2025 was $1.1 billion, a decrease of $15.5 million, or 1.4%, compared to the first nine months of 2024.

This was primarily due to lower retail fuel contribution and lower fuel volumes sold, partially offset by higher contribution from PS&W margins in the period when compared to the first nine months of 2024.

Retail fuel margins on a cpg basis decreased 2.5%, to 27.2 cpg, for the nine-month period ended September 30, 2025, compared to 27.9 cpg in the same period of 2024.

Total retail fuel sales volumes decreased 0.3%, and volumes on an SSS basis decreased 3.3% in the nine-month period ended September 30, 2025 when compared to the same nine-month period of 2024.

Total product supply and wholesale contribution dollars, including RINs, increased $14.1 million compared to the first nine months of 2024, primarily due to timing and pricing impacts related to market conditions.

Total merchandise sales increased 1.6% in the nine months ended September 30, 2025 compared to the first nine months of 2024, with sales of approximately $3.2 billion in both periods.

Year-to-date 2025 total merchandise contribution increased 4.9% compared to the same period of 2024, primarily due to favorable sales mix, higher retail prices and promotional activity in the nicotine categories, combined with increased store count compared to the prior year period.

Total year-to-date SSS merchandise contribution dollars improved 2.9% compared to the same period of 2024 with an increase of 7.3% in nicotine products being partially offset by a 1.0% decrease in non-nicotine products.

Store and other operating expenses increased $29.0 million, or 3.6%, in the current year compared to the same nine-month period of 2024, primarily due to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores, partially offset by a reduction in payment fees.

On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 3.1%, primarily due to employee related expenses and maintenance costs.

SG&A expenses decreased $14.9 million in 2025 compared to the same nine-month period of 2024 due primarily to lower professional fees, lower employee related costs and decreased incentive costs.

Depreciation and amortization expense increased $15.5 million, or 9.2%, in the first nine months of 2025 due to new larger store formats for Murphy branded stores combined with raze-and-rebuild activities.

Corporate and Other Assets

Three Months Ended September 30, 2025 versus Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

Loss from continuing operations for Corporate and other assets for Q1 2026 was $25.6 million, compared to a loss of $25.9 million in Q1 2025.

The increase from the prior year quarter was primarily due to a $12.6 million restructuring charge, a $4.7 million increase in net interest expense, a $2.2 million increase in depreciation and amortization expense and a $0.9 million reduction in investment income, partially offset by a $5.1 million increase in the income tax benefit compared to the prior year quarter.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Loss from continuing operations for Corporate and other assets was $82.2 million for the nine months ended September 30, 2025, compared to a loss of $57.3 million in the same period of 2024.

The year-over-year increase was primarily due to a $12.6 million restructuring charge, a $8.4 million increase in net interest expense, a $7.9 million increase in depreciation and amortization expense and a $3.0 million reduction in investment income, partially offset by a $7.0 million increase in the income tax benefit period over period.

The decrease from the prior year quarter was primarily due to a $2.6 million increase in the income tax benefit, a $0.5 million decrease in depreciation and amortization expense, a $0.4 million increase in investment income, and a $0.3 million decrease in other nonoperating expenses, partially offset by a $3.5 million increase in net interest expense compared to the prior year quarter.

Non-GAAP Measures

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024.

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 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, restructuring expenses, and other non-operating (income) expense).

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Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2026 2025

4 unchanged sentences

EBITDA $ 277.0 $ 155.6

Restructuring expense 12.6 — 12.6 —

Accretion of asset retirement obligations 0.9 0.9

4 unchanged sentences

Significant Sources of Capital

As of September 30, 2025, we had $42.8 million of cash and cash equivalents.

As of March 31, 2026, we had $118.6 million of cash and cash equivalents.

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

Following the refinancing effective as of April 7, 2025, we have a committed cash flow revolving credit 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 September 30, 2025, there was $245.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet.

We have a committed cash flow revolving credit 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 March 31, 2026, there was $160.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet.

The Revolving Facility had $183.0 million of outstanding borrowings at December 31, 2025.

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Operating Activities

Net cash provided by operating activities was $568.4 million for the nine months ended September 30, 2025 and was $598.9 million for the same period of 2024, a decrease of $30.5 million, or 5.1%.

The decrease for the nine months ended September 30, 2025 is mainly due to a decrease in the amount of cash required from changes in non-cash working capital of $58.2 million and a decrease in net income of $31.3 million, partially offset by higher deferred and noncurrent tax charges of $31.0 million and increased depreciation of $23.3 million compared to the same period in 2024.

For the nine months ended September 30, 2025, operating cash required by changes in non-cash operating working capital of $26.2 million was due to an increase in accounts receivable of $36.0 million due to the timing of collecting receipts, a decrease in accounts payable and accrued liabilities of $4.7 million which was related to the timing of payments and a decrease of $3.4 million in income taxes payable due in part to the recognition of Federal energy tax credits in the current year period, which was partially offset by a decrease in inventory of $14.4 million due to lower retail prices and volumes and a decrease in prepaid expenses of $3.5 million.

Net cash provided by operating activities was $320.0 million for the three months ended March 31, 2026 and was $128.5 million for the same period of 2025, an increase of $191.5 million, or 149.0%.

The increase for the three months ended March 31, 2026 is mainly due to an increase in the amount of cash provided from changes in non-cash working capital of $94.8 million, an increase in net income of $83.1 million, higher deferred and noncurrent tax charges of $10.7 million and increased depreciation of $3.9 million compared to the same period in 2025.

For the three months ended March 31, 2026, operating cash provided by changes in non-cash operating working capital of $95.1 million was due to an increase in accounts payable and accrued liabilities of $161.5 million which was related to the timing of payments and a decrease in inventory of $49.7 million due to lower volume levels, partially offset by an increase in accounts receivable of $78.0 million due to the timing of collecting receipts, an increase in prepaid expenses of $5.2 million, and a decrease of $32.9 million in income taxes payable due to changes in accrued income tax liabilities and timing of income tax payments in the current year period.

Investing Activities

For the nine months ended September 30, 2025, cash required by investing activities was $321.2 million compared to $320.9 million in 2024.

The $0.3 million increase in cash required by investing activities in the current year period was primarily due to a reduction of $10.0 million in the amount of maturities of marketable securities, partially offset by a decrease of $8.2 million in capital expenditures due to the timing of payments for projects.

For the three months ended March 31, 2026, cash required by investing activities was $98.5 million compared to $87.7 million in 2025.

The $10.8 million increase in cash required by investing activities in the current year period was primarily due to an increase of $10.5 million in capital expenditures due to the timing of payments for projects.

Financing Activities

Financing activities in the nine months ended September 30, 2025 required cash of $251.4 million compared to cash of $343.3 million in the nine months ended September 30, 2024, a decrease of $91.9 million.

The first nine months of 2025 included payments of $583.0 million for the repurchase of common shares, which was an increase of $265.3 million compared to repurchases of $317.7 million in the 2024 period.

Dividend payments increased $2.6 million in 2025 compared to amounts paid in the first nine months of 2024.

Net borrowings of debt provided $393.1 million in 2025 compared to net borrowings of debt providing $29.3 million in 2024.

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

Amounts related to share-based compensation required $5.0 million less in cash during 2025 than in 2024.

During the nine months ended September 30, 2025, the Company paid cash dividend payments of $1.52 per common share, for a total of $29.7 million, compared to the period ended September 30, 2024, in which dividends of $1.31 per common share were paid for total cash dividend payments of $27.1 million.

Financing activities in the three months ended March 31, 2026 required cash of $131.8 million compared to cash of $38.4 million in the three months ended March 31, 2025, an increase of $93.4 million.

The first three months of 2026 included payments of $70.5 million for the repurchase of common shares, which was a decrease of $79.5 million compared to repurchases of $150.0 million in the 2025 period.

Dividend payments increased $1.9 million in 2026 compared to amounts paid in the first three months of 2025.

Net repayments of debt required $27.8 million in 2026 compared to net borrowings of debt providing $140.0 million in 2025.

Amounts related to share-based compensation required $3.2 million more in cash during 2026 than in 2025.

During the three months ended March 31, 2026, the Company paid cash dividend payments of $0.63 per common share, for a total of $11.7 million, compared to the period ended March 31, 2025, in which dividends of $0.49 per common share were paid for total cash dividend payments of $9.8 million.

As a part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time.

On October 29, 2025, the Company announced that the Board of Directors had declared a quarterly cash divided of $0.63 per common share, or $2.52 per share on an annualized basis.

The dividend is payable on December 1, 2025, to stockholders of record as of November 10, 2025.

On May 7, 2026, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.64 per common share, or $2.56 per share on an annualized basis.

The dividend is payable on June 1, 2026, to stockholders of record as of May 18, 2026.

Share Repurchase Program

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

During the nine months ended September 30, 2025, the Company repurchased a total of 1,361,255 common shares for approximately $584.5 million, at an average price of $429.39 per share, including accrued excise taxes.

As of September 30, 2025, we had approximately $358.7 million remaining under our 2023 authorization.

During the three months ended March 31, 2026, the Company repurchased a total of 168,963 common shares for approximately $70.9 million, at an average price of $419.87 per share, including accrued excise taxes.

As of March 31, 2026, we had approximately $221.4 million remaining under our 2023 authorization.

On October 29, 2025, the Company announced that the Board of Directors approved a share repurchase authorization of up to $2.0 billion to be executed by December 31, 2030.

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

Our long-term debt at September 30, 2025 and December 31, 2024 was as set forth below:

(Millions of dollars) September 30,

Our long-term debt at March 31, 2026 and December 31, 2025 was as set forth below:

(Millions of dollars) March 31,

2026 December 31,

5.625% senior notes due 2027 (net of unamortized discount of $0.6 at September 30, 2025 and $0.9 at December 31, 2024)

5.625% senior notes due 2027 (net of unamortized discount of $0.4 at March 31, 2026 and $0.5 at December 31, 2025)

$ 299.6 $ 299.5

4.75% senior notes due 2029 (net of unamortized discount of $2.5 at September 30, 2025 and $3.0 at December 31, 2024)

3.75% senior notes due 2031 (net of unamortized discount of $3.3 at September 30, 2025 and $3.8 at December 31, 2024)

Term loan due 2028 (effective interest rate of n/a at September 30, 2025 and 6.44% at December 31, 2024)

Term loan due 2032 (effective interest rate of 6.05% at September 30, 2025) net of unamortized discount of $1.1 at September 30, 2025

Revolving credit facility, due 2030 (weighted average interest rate of 6.12% at September 30, 2025)

4.75% senior notes due 2029 (net of unamortized discount of $2.2 at March 31, 2026 and $2.3 at December 31, 2025)

3.75% senior notes due 2031 (net of unamortized discount of $3.0 at March 31, 2026 and $3.2 at December 31, 2025)

Term loan due 2032 (effective interest rate of 5.43% at March 31, 2026) net of unamortized discount of $1.0 at March 31, 2026 and December 31, 2025

Revolving credit facility, due 2030 (weighted average interest rate of 5.27% at March 31, 2026)

Capitalized lease obligations, autos and equipment, due through 2030

Capitalized lease obligations, buildings, due through 2059

Less unamortized debt issuance costs (12.4) (5.2)

Total notes payable, net 2,239.6 1,848.4

Unamortized debt issuance costs (11.3) (11.9)

Total long-term debt 2,156.5 2,182.6

Less current maturities 19.2 19.0

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The 2031 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

2031 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 and 2029 Senior Notes.

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.

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

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 are due to begin on January 1, 2026.

The outstanding balance of the term loan was $600 million at September 30, 2025 and at December 31, 2024, prior to refinancing, the outstanding balance of our term loan was $386 million.

As of September 30, 2025, we had $245.0 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).

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 outstanding balance of the term loan was $598.5 million at March 31, 2026 and $600.0 million at December 31, 2025.

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.

As of March 31, 2026, we had $160.0 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).

The Term Facility amortizes in quarterly installments, with the first amortization payment being due on January 1, 2026, at a rate of 1.00% per annum.

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Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0 could be limited.

At September 30, 2025, our total leverage ratio was 2.20 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 (a) $400.0 million or (b) 15.0% of consolidated net tangible assets, estimated at $418.1 million as of September 30, 2025, over the life of the credit agreement.

At March 31, 2026, our total leverage ratio was 1.87 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 (a) $400.0 million or (b) 15.0% of consolidated net tangible assets, estimated at $427.8 million as of March 31, 2026, 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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The Senior Notes and related guarantees 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.

The Senior Notes and related guarantees 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.

All obligations under the Credit Facilities are guaranteed by the Company and the same subsidiary guarantors that guarantee the Senior Notes.

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The combined assets, liabilities and results of operations of MOUSA and the guarantors are not materially different from corresponding amounts presented in the consolidated financial statements included herein.

MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the three and nine months ended September 30, 2025, and accounted for the vast majority of our total assets as of September 30, 2025.

MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the three months ended March 31, 2026, and accounted for the vast majority of our total assets as of March 31, 2026.

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.

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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 and nine month periods ended September 30, 2025 and 2024:

The following table outlines our capital spending and investments for the three month periods ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) 2026 2025

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our ability to continue to maintain a good business relationship with Walmart;

successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties;

successful execution of our growth strategy, including our ability to realize the

anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties;

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

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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-Q

Item 2. Management’s Discussion and Analysis