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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 221 added, 124 removed, 654 unchanged (35% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(Millions of dollars, except share amounts) 2026 2025

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2026 2025 2026 2025

38 unchanged sentences

(Millions of dollars)

Three Months Ended

Six Months Ended

Operating Activities

19 unchanged sentences

Repayments of debt ( 1,314.6 ) ( 1,543.0 )

Debt issuance costs ( 1.9 ) ( 8.9 )

Amounts related to share-based compensation ( 32.9 ) ( 19.2 )

19 unchanged sentences

46,767,164 0.5 ( 3,534.1 ) 466.5 3,786.7 — 719.6

Net income — — — — 145.6 — 145.6

Cash dividends declared ($ 0.50 per share)

— — — — ( 9.8 ) — ( 9.8 )

Dividend equivalent units accrued — — — 0.1 ( 0.1 ) — —

Purchase of treasury stock — — ( 211.9 ) — — — ( 211.9 )

Issuance of treasury stock — — 0.1 ( 0.1 ) — — —

Amounts related to share-based compensation — — — ( 0.6 ) — — ( 0.6 )

Share-based compensation expense — — — 3.2 — — 3.2

Balance as of June 30, 2025

46,767,164 $ 0.5 $ ( 3,745.9 ) $ 469.1 $ 3,922.4 $ — $ 646.1

(Millions of dollars, except share amounts) Shares Par Treasury Stock APIC Retained Earnings AOCI Total

11 unchanged sentences

46,767,164 0.5 ( 4,092.1 ) 453.5 4,296.8 — 658.7

Net income — — — — 209.1 — 209.1

Cash dividends declared ($ 0.64 per share)

— — — — ( 11.8 ) — ( 11.8 )

Dividend equivalent units accrued — — — 0.1 ( 0.1 ) — —

Purchase of treasury stock — — ( 76.8 ) — — — ( 76.8 )

Issuance of treasury stock — — 6.8 2.9 — — 9.7

Amounts related to share-based compensation — — — ( 11.1 ) — — ( 11.1 )

Share-based compensation expense — — — 4.9 — — 4.9

Balance as of June 30, 2026

46,767,164 $ 0.5 $ ( 4,162.1 ) $ 450.3 $ 4,494.0 $ — $ 782.7

See notes to consolidated financial statements.

5 unchanged sentences

The Company owns and operates a chain of retail stores under the brand names 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 March 31, 2026, the Company had a total of 1,803 Company stores of which 1,655 were branded as Murphy and 148 were the QuickChek brand.

At June 30, 2026, the Company had a total of 1,806 Company stores of which 1,659 were branded as Murphy and 147 were the QuickChek brand.

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

5 unchanged sentences

Actual results may differ from these estimates.

The Company does not have any components of comprehensive income and comprehensive income is equal to net income (loss) reported in the Consolidated Statements of Income for all periods presented.

The Company does not have any components of comprehensive income;

therefore, comprehensive income is equal to net income (loss) reported in the Consolidated Statements of Income for all periods presented.

Interim Financial Information — The interim period financial information presented in these consolidated financial statements is unaudited and includes all known accruals and adjustments, in the opinion of management, necessary for a fair presentation of the consolidated financial position of Murphy USA and its results of operations and cash flows for the periods presented.

29 unchanged sentences

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.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)." This ASU is intended to improve the financial accounting for environmental credits and environmental credit obligations and establishes recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have regulatory compliance obligations that may be settled with environmental credits.

The amendments are effective for annual and interim periods in fiscal years beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied through a cumulative-effect adjustment to opening retained earnings at the beginning of the annual period of adoption.

Upon adoption, any prior periods presented are not required to be recast.

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

Note 2 — Revenues

7 unchanged sentences

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

The following tables disaggregate our revenues by major source for the three months ended March 31, 2026 and 2025, respectively:

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

The following tables disaggregate our revenues by major source for the three and six months ended June 30, 2026 and 2025, respectively:

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

12 unchanged sentences

Total revenues $ 6,806.0 $ 0.1 $ 6,806.1 $ 5,005.0 $ — $ 5,005.0

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

Petroleum product sales

(at retail) 1

$ 8,235.2 $ — $ 8,235.2 $ 6,603.4 $ — $ 6,603.4

Petroleum product sales

(at wholesale) 1

1,009.6 — 1,009.6 737.8 — 737.8

Total petroleum product sales 9,244.8 — 9,244.8 7,341.2 — 7,341.2

Merchandise sales 2,181.3 — 2,181.3 2,091.8 — 2,091.8

Other operating revenues:

RINs 196.7 — 196.7 94.7 — 94.7

Other revenues 2

2.5 0.1 2.6 2.6 0.1 2.7

Total revenues $ 11,625.3 $ 0.1 $ 11,625.4 $ 9,530.3 $ 0.1 $ 9,530.4

1 Includes excise and sales taxes that remain eligible for inclusion under Topic 606

2 Primarily includes collection allowance on excise and sales taxes combined with other miscellaneous items

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing segment

12 unchanged sentences

For our rack product sales, the majority of our customers' accounts are drafted by us within 10 days from product transfer.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Merchandise sales.

13 unchanged sentences

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

The deferred revenue balances at March 31, 2026 and December 31, 2025 were immaterial.

The deferred revenue balances at June 30, 2026 and December 31, 2025 were immaterial.

For the sale of RINs, we recognize revenue when the RIN is transferred to the counter-party and the sale is completed.

4 unchanged sentences

Trade accounts receivable on the balance sheet represents both receivables related to contracts with customers and other trade receivables.

At March 31, 2026 and December 31, 2025, we had $ 178.0 million and $ 115.0 million of receivables, respectively, related to contracts with customers recorded.

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

during the succeeding quarter.

At June 30, 2026 and December 31, 2025, we had $ 178.7 million and $ 115.0 million of receivables, respectively, related to contracts with customers recorded.

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.

1 unchanged sentence

Inventories consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2026 December 31,

5 unchanged sentences

Total inventories $ 417.4 $ 413.0

At March 31, 2026 and December 31, 2025, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 347.0 million and $ 162.6 million, respectively.

At June 30, 2026 and December 31, 2025, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 337.0 million and $ 162.6 million, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — 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.

The Company held no marketable securities at March 31, 2026 or December 31, 2025.

The Company held no marketable securities at June 30, 2026 or December 31, 2025.

Note 5 — Goodwill and Intangible Assets

The Company's goodwill is assigned to its Marketing segment and no ne of the goodwill is deductible for tax purposes.

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2026 December 31,

2 unchanged sentences

The intangible assets subject to amortization includes pipeline space, which is being amortized over a 40 -year life, and the intangible lease liability acquired from QuickChek that is being amortized over the remaining life of the underlying leases.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets subject to amortization at March 31, 2026 and December 31, 2025 consisted of the following:

Remaining Useful Life (in years) March 31, 2026 December 31, 2025

Intangible assets subject to amortization at June 30, 2026 and December 31, 2025 consisted of the following:

Remaining Useful Life (in years) June 30, 2026 December 31, 2025

(Millions of dollars) Cost Net Cost Net

6 unchanged sentences

Intangible assets, net of amortization $ 145.9 $ 139.2 $ 145.9 $ 139.3

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — Long-Term Debt

Long-term debt consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2026 December 31,

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 $ 2.2 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)

5.625 % senior notes due 2027 (net of unamortized discount of zero at June 30, 2026 and $ 0.5 at December 31, 2025)

4.75 % senior notes due 2029 (net of unamortized discount of $ 2.0 at June 30, 2026 and $ 2.3 at December 31, 2025)

3.75 % senior notes due 2031 (net of unamortized discount of $ 2.9 at June 30, 2026 and $ 3.2 at December 31, 2025)

5.875 % senior notes due 2034 (net of unamortized discount of $ 4.9 at June 30, 2026)

Term loan due 2032 (effective interest rate of 5.39 % at June 30, 2026) net of unamortized discount of $ 0.9 at June 30, 2026 and $ 1.0 at December 31, 2025

Revolving credit facility, due 2030 (weighted average interest rate of — % at June 30, 2026)

Capitalized lease obligations, autos and equipment, due through 2031

4 unchanged sentences

Total long-term debt, net of current $ 2,167.0 $ 2,163.6

On April 25, 2017, Murphy Oil USA, Inc.

("MOUSA"), our primary operating subsidiary, issued $ 300 million of 5.625 % Senior Notes due 2027 (the "2027 Senior Notes") under its existing shelf registration statement.

On September 13, 2019, Murphy Oil USA, Inc.

("MOUSA"), our primary operating subsidiary, issued $ 500 million of 4.75 % Senior Notes due 2029 (the “2029 Senior Notes”).

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 by the Company and by the Company's subsidiaries that guarantee our Credit Facilities (as defined below).

The indenture governing the 2029 Senior Notes contains restrictive covenants that limit, among other things, the ability of the Company, MOUSA, and the restricted subsidiaries to incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates or merge with or into other entities.

On September 13, 2019, MOUSA, issued $ 500 million of 4.75 % Senior Notes due 2029 (the “2029 Senior Notes”).

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

The indenture governing the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On January 29, 2021, MOUSA, issued $ 500 million of 3.75 % Senior Notes due 2031 (the "2031 Senior Notes" and, together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes").

On January 29, 2021, MOUSA, issued $ 500 million of 3.75 % Senior Notes due 2031 (the "2031 Senior Notes").

The net proceeds from the issuance of the 2031 Senior Notes were used, in part, to fund the acquisition of QuickChek and other obligations related to that transaction.

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 2029 Senior Notes.

On May 27, 2026, MOUSA issued $ 500 million of 5.875 % Senior Notes due 2034 (the "2034 Senior Notes" and, together with the 2029 Senior Notes and the 2031 Senior Notes, the "Senior Notes").

The net proceeds from the issuance of the 2034 Senior Notes were used to fund the redemption in full of the $ 300 million of 5.625 % Senior Notes due 2027 (the "2027 Senior Notes") and to pay down outstanding amounts on its revolving credit facility.

The 2034 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 2034 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2029 and 2031 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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

securing such indebtedness.

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

2 unchanged sentences

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 outstanding balance of the term loan was $ 597.0 million at June 30, 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).

As of June 30, 2026, we had no 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.

5 unchanged sentences

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 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)

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.0 % of consolidated net tangible assets, estimated at $ 427.8 million as of March 31, 2026, over the life of the credit agreement.

At June 30, 2026, our total leverage ratio was 1.76 to 1.0 which meant our ability at that date to make restricted payments was not limited.

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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 — Asset Retirement Obligations (ARO)

The majority of the ARO recognized by the Company at March 31, 2026 and December 31, 2025 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The majority of the ARO recognized by the Company at June 30, 2026 and December 31, 2025 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The Company has not recorded an ARO for certain of its marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation.

2 unchanged sentences

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

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2026 December 31,

7 unchanged sentences

Note 8 — Income Taxes

The pretax income (loss) and income tax expense (benefit), both from continuing operations for the three months ended March 31, 2026 and 2025 are as follows:

The pretax income (loss) and income tax expense (benefit), both from continuing operations for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended

June 30, Six Months Ended

(Millions of dollars) 2026 2025 2026 2025

6 unchanged sentences

The effective tax rate is calculated as the amount of income tax expense (benefit) divided by income before income tax expense (benefit).

For the three months ended March 31, 2026 and 2025, the Company’s approximate effective tax rates were as follows:

Three Months Ended March 31, 22.6 % 14.1 %

In the three months ended March 31, 2026, the Company recognized approximately $ 0.4 million of excess tax benefits related to stock compensation for employees and $ 4.6 million of benefit for purchased Federal energy tax

For the three and six months ended June 30, 2026 and 2025, the Company’s approximate effective tax rates were as follows:

Three Months Ended June 30, 24.7 % 24.4 %

Six Months Ended June 30, 23.9 % 21.9 %

In the six months ended June 30, 2026, the Company recognized approximately $ 2.3 million of excess tax benefits related to stock compensation for employees and $ 4.6 million of benefit for purchased Federal energy tax credits.

For the six months ended June 30, 2025, the Company recognized approximately $ 3.5 million of excess tax benefits related to stock compensation for employees, $ 3.8 million of benefit for purchased Federal energy tax credits and $ 1.3 million in other discrete tax benefits.

As of June 30, 2026, the earliest year remaining open for Federal audits and/or settlement is 2022 and for state audits and/or settlement is 2021.

Although the Company believes that recorded liabilities for unsettled issues are

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025, the Company recognized approximately $ 2.6 million of excess tax benefits related to stock compensation for employees, $ 3.8 million of benefit for purchased Federal energy tax credits and $ 0.5 million in other discrete tax benefits.

As of March 31, 2026, the earliest year remaining open for Federal audits and/or settlement is 2022 and for state audits and/or settlement is 2020.

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.

adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

Note 9 — Incentive Plans

21 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in options outstanding for Company employees during the period from December 31, 2025 to March 31, 2026 are presented in the following table:

Changes in options outstanding for Company employees during the period from December 31, 2025 to June 30, 2026 are presented in the following table:

Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions of Dollars)

3 unchanged sentences

Forfeited ( 6,951 ) $ 430.52

Outstanding at March 31, 2026 170,285 $ 299.25 3.7 $ 33.2

Exercisable at March 31, 2026 128,504 $ 261.30 2.9 $ 29.9

Outstanding at June 30, 2026 106,530 $ 348.37 4.0 $ 20.3

Exercisable at June 30, 2026 66,979 $ 308.21 2.8 $ 15.4

RESTRICTED STOCK UNITS – The Committee has granted time-based RSUs as part of the compensation plan for its executives and certain other employees since its inception.

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These RSUs are included in the RSU table below, will vest in one year , and will thereafter become deferred stock units.

Changes in RSUs outstanding during the period from December 31, 2025 to March 31, 2026 are presented in the following table:

Changes in RSUs outstanding during the period from December 31, 2025 to June 30, 2026 are presented in the following table:

RSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

3 unchanged sentences

Forfeited ( 5,377 ) $ 401.67

Outstanding at March 31, 2026 90,127 $ 388.40 $ 44.5

Outstanding at June 30, 2026 74,019 $ 435.82 $ 39.9

DIRECTOR DEFERRED STOCK UNITS (MUSA 2023 Plan) — Non-employee directors can elect to receive their annual cash retainers in the form of Deferred Stock Units ("DSUs").

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

During the three month period ended March 31, 2026, we granted 243 DSUs and recorded director expense of $ 0.1 million related to the grants.

At March 31, 2026, there were 2,848 Director DSUs vested and outstanding with an average grant date fair value of $ 406.45 per unit under the MUSA 2023 Plan.

During the six-month period ended June 30, 2026, we granted 455 DSUs and recorded director expense of $ 0.2 million related to the grants.

At June 30, 2026, there were 3,059 Director DSUs vested and outstanding with an average grant date fair value of $ 416.36 per unit under the MUSA 2023 Plan.

PERFORMANCE-BASED RESTRICTED STOCK UNITS – The Committee has granted performance-based restricted stock units (performance units or "PSUs") to its executives and certain other employees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in PSUs outstanding for Company employees during the period from December 31, 2025 to March 31, 2026 are presented in the following table:

Changes in PSUs outstanding for Company employees during the period from December 31, 2025 to June 30, 2026 are presented in the following table:

Employee PSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

3 unchanged sentences

Forfeited ( 5,166 ) $ 481.61

Outstanding at March 31, 2026 48,164 $ 485.89 $ 23.8

Outstanding at June 30, 2026 46,612 $ 499.57 $ 25.1

2013 Stock Plan for Non-employee Directors

3 unchanged sentences

Awards prior to 2023 vest at the end of three years and those granted in 2023 vested at the end of one year .

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2025 to March 31, 2026 are presented in the following table:

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2025 to June 30, 2026 are presented in the following table:

2013 Plan — Director RSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

2 unchanged sentences

Vested and issued 0 $ 0.00 $ 0.0

Outstanding at March 31, 2026 2,278 $ 261.51 $ 1.1

Outstanding at June 30, 2026 2,280 $ 261.51 $ 1.2

DEFERRED STOCK UNITS (2013 Directors Plan) — Effective January 1, 2023, non-employee directors could elect to receive their annual cash retainers in the form of DSUs.

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

One DEU share was granted and vested on the DSUs during the quarter.

At March 31, 2026 there were 427 Director DSUs outstanding with an average grant date fair value of $ 260.11 per unit under the 2013 Directors Plan.

Share-based compensation for the three months ended March 31, 2026 and 2025, was $ 3.4 million and $ 5.9 million, respectively.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements was $ 1.1 million and zero for the three months ended March 31, 2026 and 2025, respectively.

No DEU share were granted or vested on the DSUs during the quarter.

At June 30, 2026 there were 427 Director DSUs outstanding with an average grant date fair value of $ 260.43 per unit under the 2013 Directors Plan.

Share-based compensation for the six months ended June 30, 2026 and 2025, was $ 8.3 million and $ 9.1 million, respectively.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements was $ 5.2 million and $ 1.0 million for the six months ended June 30, 2026 and 2025, respectively.

Note 10 — Financial Instruments and Risk Management

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The Company does not hold any derivatives for speculative purposes, and it does not use derivatives with leveraged or complex features.

Derivative instruments are traded primarily with credit worthy major financial institutions or over national exchanges such as the New York Mercantile Exchange (“NYMEX”).

For accounting purposes, the Company has not designated commodity derivative contracts as hedges, and therefore, it recognizes all gains and losses on these derivative contracts in its Consolidated Statements of Income.

Certain interest rate derivative contracts

Derivative instruments are traded primarily with creditworthy major financial institutions or over national exchanges such as the New York Mercantile Exchange (“NYMEX”).

For accounting purposes, the Company has not designated commodity derivative contracts as hedges, and therefore, it recognizes all gains and losses on

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

were accounted for as hedges and gain or loss associated with recording the fair value of these contracts was deferred in AOCI until the anticipated transactions occurred.

As of March 31, 2026, all current commodity derivative activity is immaterial.

There were $ 1.0 million cash deposits at March 31, 2026 and nominal cash deposits at December 31, 2025 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 March 31, 2026 or December 31, 2025.

these derivative contracts in its Consolidated Statements of Income.

As of June 30, 2026, all current commodity derivative activity is immaterial.

There were $ 0.8 million cash deposits at June 30, 2026 and nominal cash deposits at December 31, 2025 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 June 30, 2026 or December 31, 2025.

Note 11 — Earnings Per Share

2 unchanged sentences

On May 2, 2023, the Board of Directors approved a share repurchase authorization of up to $ 1.5 billion, excluding excise taxes, that expires December 31, 2028.

As of March 31, 2026, approximately $ 221.4 million remained under the 2023 authorization.

As of June 30, 2026, approximately $ 145.1 million remained under the 2023 authorization.

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

For the three months ended March 31, 2026, the Company repurchased 168,963 shares of common stock for an average price of $ 419.87 per share including brokerage fees and excise tax.

For the three months ended March 31, 2025, 321,119 shares were repurchased for an average price of $ 470.80 per share.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three months ended March 31, 2026 and 2025:

For the six months ended June 30, 2026, the Company repurchased 312,087 shares of common stock for an average price of $ 473.40 per share including brokerage fees and excise tax.

For the six months ended June 30, 2025, 791,827 shares were repurchased for an average price of $ 458.58 per share.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2026 2025 2026 2025

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars, except share and per share amounts) 2026 2025 2026 2025

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Potentially dilutive shares excluded from the calculation as their inclusion would be anti-dilutive 2026 2025 2026 2025

Stock Options 12,118 61,110 42,084 54,404

RSUs — — 6,032 —

PSUs 126 9,220 127 7,081

1 unchanged sentence

Note 12 — Other Financial Information

CASH FLOW DISCLOSURES — Interest paid, net of amounts capitalized, was $ 35.7 million and $ 30.0 million for the three-month periods ended March 31, 2026 and 2025, respectively.

CASH FLOW DISCLOSURES — Interest paid, net of amounts capitalized, was $ 56.5 million and $ 50.3 million for the six-month periods ended June 30, 2026 and 2025, respectively.

CHANGES IN WORKING CAPITAL:

Three Months Ended

Six Months Ended

(Millions of dollars) 2026 2025

5 unchanged sentences

Net (increase) decrease in noncash operating working capital $ 44.4 $ 37.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 — Assets and Liabilities Measured at Fair Value

4 unchanged sentences

Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's available-for-sale marketable securities consist of high quality, investment grade securities from diverse issuers.

We value these securities at the closing price in the principal active markets as of the last business day of the reporting period.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended March 31, 2026.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended June 30, 2026.

We value the deferred compensation plan assets, which consist of money market and mutual funds, based on quoted prices in active markets at the measurement date.

2 unchanged sentences

The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade, Trade accounts payable, and accrued liabilities approximates fair value.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended March 31, 2026, for more information.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended June 30, 2026, for more information.

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

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of June 30, 2026 and December 31, 2025:

June 30, 2026

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

7 unchanged sentences

$ ( 1.1 ) $ — $ 0.8 $ ( 0.3 )

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

10 unchanged sentences

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.

The table below excludes Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below excludes Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying amounts.

The fair value of Current and Long-term debt was estimated based on rates offered to the Company at that time for debt of the same maturities.

1 unchanged sentence

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

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at March 31, 2026 and December 31, 2025.

At March 31, 2026 At December 31, 2025

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at June 30, 2026 and December 31, 2025.

At June 30, 2026 At December 31, 2025

(Millions of dollars) Carrying

17 unchanged sentences

A discharge of hazardous substances into the environment could, to the extent such event is not adequately insured, subject the Company to substantial expense, including the cost to comply with applicable laws and regulations, claims by neighboring landowners, governmental authorities and other third parties for any personal injury, property damage and other losses that might result.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company currently owns or leases, and has in the past owned or leased, properties at which hazardous substances have been or are being handled.

9 unchanged sentences

While it is possible that certain environmental expenditures could be recovered by the Company from other sources, primarily environmental funds maintained by certain states, no assurance can be given that future recoveries from other sources will occur.

As such, the Company has not recorded a benefit for likely recoveries at March 31, 2026, however certain jurisdictions provide reimbursement for these expenses which have been

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

considered in recording the net exposure.

As such, the Company has not recorded a benefit for likely recoveries at June 30, 2026, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at one Superfund site.

1 unchanged sentence

However, based on current negotiations and available information, the Company believes that it is a de minimis party as to ultimate responsibility at the Superfund site.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at March 31, 2026.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at June 30, 2026.

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.

4 unchanged sentences

The State of Delaware filed a lawsuit against energy companies, including the Company, alleging damages as a result of climate change, seeking unspecified monetary damages and abatement under various tort theories.

On January 9, 2024, the court in Delaware dismissed, in substantial part, the State of Delaware’s lawsuit on the merits.

Its attempt to appeal that partial dismissal was denied, and it is now proceeding on narrowed claims.

On June 8, 2026, the Delaware Superior Court granted Defendants’ Motion to Stay Proceedings, pending the U.S.

Supreme Court’s decision in Suncor Energy (U.S.A.) Inc.

County Commissioners of Boulder County, No.

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

2 unchanged sentences

Murphy USA maintains statutory workers compensation insurance with a deductible of $ 1.0 million per occurrence, general liability insurance with a deductible of $ 3.0 million per occurrence, and auto liability insurance with a deductible of $ 0.3 million per occurrence.

As of March 31, 2026, there were a number of outstanding claims that are of a routine nature.

As of June 30, 2026, there were a number of outstanding claims that are of a routine nature.

The estimated incurred but unpaid liabilities relating to these claims are included in Trade account payables and accrued liabilities on the Consolidated Balance Sheets.

While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $ 62.5 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.

While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $ 61.3 million will be sufficient to cover the related liability and

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.

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.

4 unchanged sentences

OTHER MATTERS — In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts.

At March 31, 2026, the Company had contingent liabilities of $ 7.9 million on outstanding letters of credit.

At June 30, 2026, the Company had contingent liabilities of $ 7.9 million on outstanding letters of credit.

The Company has not accrued a liability in its balance sheet related to these financial guarantees and letters of credit because it is believed that the likelihood of having these drawn is remote.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — Lease Accounting

3 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 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.

The Company's leases have remaining lease terms of approximately 1 year or less to 33 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:

(Millions of dollars) Classification March 31,

(Millions of dollars) Classification June 30,

2026 December 31,

(Right-of-use) Operating lease right-of-use assets, net $ 539.1 $ 526.3

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 72.8 at March 31, 2026 and $ 69.0 at December 31, 2025

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 75.8 at June 30, 2026 and $ 69.0 at December 31, 2025

Total leased assets $ 632.3 $ 626.5

4 unchanged sentences

Total lease liabilities $ 688.5 $ 678.9

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

June 30, Six Months Ended

(Millions of dollars) Classification 2026 2025 2026 2025

5 unchanged sentences

Cash Flow Information:

Three Months Ended

Six Months Ended

(Millions of dollars) 2026 2025

3 unchanged sentences

Financing cash flows required by finance leases $ 6.6 $ 6.0

Maturity of Lease Liabilities at March 31, 2026:

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities at June 30, 2026:

(Millions of dollars) Operating leases Finance leases

8 unchanged sentences

Lease Term and Discount Rate:

Three Months Ended March 31,

Six Months Ended June 30,

Weighted average remaining lease term (years)

10 unchanged sentences

This Marketing segment contains essentially all of the revenue generating activities of the Company.

Results not included in the reportable

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

segment are included in Corporate and Other Assets.

Results not included in the reportable segment are included in Corporate and Other Assets.

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

3 unchanged sentences

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Three Months Ended

25 unchanged sentences

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

Other specified segment disclosures

(Millions of dollars) Marketing

Totals Reconciling Items 4

Three Months Ended June 30, 2026

Accretion of asset retirement obligations $ 0.9 $ — $ 0.9

Deferred and noncurrent income taxes (benefits) $ 8.3 $ ( 1.9 ) $ 6.4

Additions to property, plant and equipment $ 122.4 $ 5.9 $ 128.3

(Millions of dollars) Marketing

Totals Reconciling Items 4

Three Months Ended June 30, 2025

Accretion of asset retirement obligations $ 0.8 $ — $ 0.8

Deferred and noncurrent income taxes (benefits) $ 1.8 $ ( 0.5 ) $ 1.3

Additions to property, plant and equipment $ 108.0 $ 4.6 $ 112.6

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Segment Information Six Months Ended

(Millions of dollars) 2026 2025

Revenues from external customers $ 11,625.3 $ 9,530.3

Reconciliation of revenue

Other revenues 1

Total consolidated revenue $ 11,625.4 $ 9,530.4

Cost of goods sold 10,264.6 8,434.7

Store and other operating expenses 588.4 541.2

Selling, general and administrative 117.1 111.0

Depreciation and amortization 131.7 121.1

Other segment items 3

Interest expense 3.9 3.9

Segment income before income taxes $ 518.8 $ 316.4

Reconciliation of income before income taxes

Income before income taxes $ 453.8 $ 254.4

Other (revenues) 1

( 0.1 ) ( 0.1 )

Other operating expenses 0.1 0.1

Depreciation and amortization 12.6 13.1

Investment (income) loss ( 1.3 ) —

Interest expense 54.4 49.3

Other nonoperating (income) expense ( 0.7 ) ( 0.4 )

Segment income before income taxes $ 518.8 $ 316.4

1 Revenues from corporate and other assets not included in the reportable segment results.

2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

3 Other segment items includes:

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

Other specified segment disclosures

1 unchanged sentence

Totals Reconciling items 4

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Accretion of asset retirement obligations $ 1.8 $ — $ 1.8

3 unchanged sentences

Totals Reconciling items 4

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Accretion of asset retirement obligations $ 1.7 $ — $ 1.7

2 unchanged sentences

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of Assets

March 31, December 31,

June 30, December 31,

(Millions of dollars) 2026 2025

7 unchanged sentences

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

A reconciliation of the changes in the restructuring liability for the three months ended March 31, 2026, is as follows:

A reconciliation of the changes in the restructuring liability for the six months ended June 30, 2026, is as follows:

(Millions of dollars)

3 unchanged sentences

Changes in estimates and other adjustments —

Balance as of March 31, 2026

Balance as of June 30, 2026

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 1. Financial Statements