Form 4: Murphy USA Director Claiborne Deming Acquires Restricted Stock Units as Compensation

Claiborne P. Deming, a Director at Murphy USA Inc., reported the acquisition of 76.819 restricted stock units as part of his compensation, with settlement deferred until his board service termination.

Summary

• Director Claiborne P. Deming acquired 76.819 Restricted Stock Units (RSUs) of Murphy USA Inc. (MUSA) on June 30, 2025.
• These RSUs were granted under the 2023 Omnibus Incentive Plan.
• The RSUs represent fully-vested units issued in lieu of the reporting person's quarterly cash retainer(s).
• Settlement of these RSUs and accrued dividend equivalent units is deferred until Mr. Deming's termination of service from the Board, in accordance with his deferral election form.
• Following this transaction, Mr. Deming beneficially owns 787.365 derivative securities (RSUs), which includes accrued dividend equivalent units.

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of director compensation in the form of equity, which is a standard corporate governance practice and does not indicate positive or negative operational performance or strategic shifts.

Positives

• The director is taking compensation in the form of equity, which aligns his interests with those of the shareholders.
• The Restricted Stock Units are fully-vested upon grant, providing immediate ownership rights, albeit with deferred settlement.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Industry Context

This filing is a routine disclosure of an insider transaction, specifically a director's equity compensation. Such practices are common across publicly traded companies to align management and board interests with shareholders, reflecting standard corporate governance within the industry.

Comparison to Industry Standards

• Compensating directors with Restricted Stock Units (RSUs) in lieu of cash retainers is a common practice among public companies, aligning director incentives with shareholder value creation.
• The deferral of RSU settlement until termination of service is also a standard feature in many corporate equity compensation plans, often for tax planning purposes for the recipient.

Corporate Governance

Related Party Transactions

• Acquisition of 76.819 Restricted Stock Units by Director Claiborne P. Deming as compensation in lieu of quarterly cash retainers, granted under the 2023 Omnibus Incentive Plan. This is a standard related-party transaction for director compensation.

Stakeholder Impact

• Shareholders: Interests are further aligned with the director through equity compensation, potentially fostering a long-term perspective on company performance.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Settlement of the acquired Restricted Stock Units and accrued dividend equivalent units will occur upon Claiborne P. Deming's termination of service from the Board.

Key Dates

Keywords

Murphy USA, MUSA, SEC Form 4, insider transaction, restricted stock units, RSU, director compensation, equity award, Claiborne P. Deming