Form 4: Murphy USA Director Receives Equity Compensation

Murphy USA Inc. Director Claiborne P. Deming received 76.734 fully-vested Restricted Stock Units as part of a quarterly retainer, deferring settlement until board service termination.

Summary

• Claiborne P. Deming, a Director of Murphy USA Inc. (MUSA), was granted 76.734 Restricted Stock Units (RSUs) on December 31, 2025.
• These RSUs were awarded under the company's 2023 Omnibus Incentive Plan.
• The RSUs are fully-vested and were issued in lieu of the reporting person's quarterly cash retainer(s).
• Deming has elected to defer the settlement of these RSUs, along with accrued dividend equivalent units, until the termination of their service from the Board.
• Following this transaction, Deming beneficially owns 946.875 derivative securities, which include these RSUs and accrued dividend equivalent units.

Sentiment

Score: 7

Explanation: The filing reports a routine equity compensation award to a director, which is a positive for corporate governance as it aligns the director's interests with shareholders. There are no negative implications from this specific transaction.

Positives

• The grant of Restricted Stock Units to a director aligns their financial interests with those of the shareholders, promoting long-term value creation.
• The director's election to defer settlement of the RSUs until termination of service demonstrates a long-term commitment to the company and its performance.

Future Outlook

The settlement of the acquired Restricted Stock Units and accrued dividend equivalent units is deferred until the reporting person's termination of service from the Board, indicating a long-term holding strategy for this equity compensation.

Management Comments

• The award was granted under the 2023 Omnibus Incentive Plan.
• The reporting person elected to defer settlement of RSUs and accrued dividend equivalent units thereon to the reporting person's termination of service from the Board, in accordance with their deferral election form.

Industry Context

The practice of compensating directors with equity, such as Restricted Stock Units, is a common corporate governance practice across publicly traded companies. It is designed to align the interests of the board members with those of the shareholders.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as part of director compensation is a standard practice among S&P 500 and other publicly traded companies, similar to how companies like ExxonMobil or Chevron compensate their non-executive directors with equity to foster long-term alignment.
• The deferral of RSU settlement until board service termination is also a common feature in director compensation plans, mirroring practices seen at companies such as Walmart or Coca-Cola, which aim to retain experienced board members and reinforce a long-term perspective.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Director Claiborne P. Deming constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors. This is a standard and disclosed form of compensation.

Stakeholder Impact

• Shareholders: The equity award aligns the director's interests with shareholders, potentially leading to decisions that prioritize long-term company performance and shareholder value.
• Employees: No direct impact on employees is indicated by this director compensation filing.

Next Steps

• Settlement of the Restricted Stock Units and accrued dividend equivalent units will occur upon the reporting person's termination of service from the Board.

Key Dates

Recommendation

This Form 4 filing reports a routine equity award to a director as part of their compensation. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction aligns the director's interests with shareholders, which is generally a positive for corporate governance, but it is not a material event for stock price movement.

Keywords

Murphy USA, MUSA, Restricted Stock Units, RSU, Director Compensation, Equity Award, Form 4, Insider Transaction, Claiborne P. Deming