Murphy USA (MUSA) Form 4 Murphy USA / ROBERT J CHUMLEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHUMLEY ROBERT J

(Last) (First) (Middle)

200 PEACH STREET

(Street)

EL DORADO AR 71730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2025		M		3,042(1)	A	$0	9,909.228	D
Common Stock	02/12/2025		F(2)		1,316	D	$0	8,593.228	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option(3)	$492.22	02/12/2025		A		1,000		(4)	02/12/2032	Common Stock	1,000	$0	1,000	D
Restricted Stock Unit(3)	(5)	02/12/2025		A		300		(5)	(5)	Common Stock	300	$0	1,300	D
Performance Stock Unit(3)	(5)	02/12/2025		A		600		(5)	(5)	Common Stock	600	$0	4,100	D
Performance Stock Unit(6)	(5)	02/12/2025		M			1,500	(5)	(5)	Common Stock	1,500	$0	2,600	D

Explanation of Responses:

1. Represents performance-based restricted Stock units that have vested and settled in shares of the Company's stock. Pursuant to the terms of the performance-based grant, the total includes 200% of the original award plus shares equivalent in value to accumulated dividends.

2. Shares withheld for taxes on PSU vesting.

3. Awarded under the 2023 Omnibus Incentive Plan

4. The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.

5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

6. Award granted under the 2013 Long-Term Incentive Plan.

	/s/ Gregory L. Smith, attorney-in-fact	02/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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