Murphy USA Inc.
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
MUSA$519.44+1.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
(a) 1. Financial Statements – The consolidated financial statements of Murphy USA Inc. and consolidated subsidiaries are located or begin on the pages of this Annual Report on Form 10-K as indicated below.
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | |
|---|---|
| Page No. | |
| Report of Management - Consolidated Financial Statements | 1 |
| Report of Management - Internal Control Over Financial Reporting | 1 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 185) | 2 |
| Report of Independent Registered Public Accounting Firm | 4 |
| Consolidated Balance Sheets | 6 |
| Consolidated Statements of Income | 7 |
| Consolidated Statements of Comprehensive Income | 8 |
| Consolidated Statements of Cash Flows | 9 |
| Consolidated Statements of Changes in Equity | 10 |
| Notes to Consolidated Financial Statements | 11 |
| Note 1 - Description of Business and Basis of Presentation | 11 |
| Note 2 - Significant Accounting Policies | 11 |
| Note 3 - Revenues | 15 |
| Note 4 - Inventories | 17 |
| Note 5 - Marketable Securities | 17 |
| Note 6 - Property, Plant and Equipment | 17 |
| Note 7 - Goodwill and Intangible Assets | 18 |
| Note 8 - Accounts Payable and Accrued Liabilities | 18 |
| Note 9 - Long-Term Debt | 19 |
| Note 10 - Asset Retirement Obligations | 21 |
| Note 11 - Income Taxes | 21 |
| Note 12 - Incentive Plans | 23 |
| Note 13 - Employee and Retiree Benefit Plans | 27 |
| Note 14 - Financial Instruments and Risk Management | 27 |
| Note 15 - Earnings Per Share | 27 |
| Note 16 - Other Financial Information | 29 |
| Note 17 - Assets and Liabilities Measured at Fair Value | 29 |
| Note 18 - Commitments | 30 |
| Note 19 - Contingencies | 31 |
| Note 20 - Lease Accounting | 32 |
| Note 21 - Recent Accounting and Reporting Rules | 34 |
| Note 22 - Business Segments | 35 |
| Note 23 - Restructuring Expenses | 37 |
- Financial Statement Schedules
| Schedule II – Valuation Accounts and Reserves | 38 |
|---|
All other financial statement schedules are omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes thereto.
- Exhibits – The following is an index of exhibits that are hereby filed as indicated by asterisk (*), that are considered furnished rather than filed, or that are incorporated by reference. Exhibits other than those listed have been omitted since they either are not required or are not applicable.
| ExhibitNumber | Description |
| 2.1 | Separation and Distribution Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013) |
| 3.1 | Murphy USA Inc. Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Murphy USA's Current Report on Form 8-K filed May 14, 2024) |
| 3.2 | Murphy USA Inc. Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 Murphy USA’s Current Report on Form 8-K filed May 14, 2024) |
| 3.3 | Murphy USA Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 Murphy USA’s Current Report on Form 8-K filed May 14, 2024) |
| 4.1 | Indenture (including form of notes) dated as of April 25, 2017 among Murphy Oil USA, Inc., Murphy USA Inc., as a guarantor, the other guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Murphy USA's Current Report on Form 8-K filed April 25, 2017) |
| 4.2 | Indenture dated as of September 13, 2019 among Murphy Oil USA, Inc., Murphy USA Inc., as a guarantor, the other guarantor party thereto and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Murphy USA's Current Report on Form 8-K filed September 13, 2019) |
| 4.3 | Indenture dated as of January 29, 2021, by and among Murphy Oil USA, Inc., Murphy USA Inc., as a guarantor, the other guarantors party thereto and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Murphy USA's Current Report on Form 8-K filed February 1, 2021) |
| 4.4* | Description of Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 |
| 10.1 | Severance Protection Agreement dated as of August 20, 2013 between Murphy USA and R. Andrew Clyde, (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed August 22, 2013)† |
| 10.2* | Severance Protection Agreement dated as of January 1, 2026 between Murphy USA and Mindy K. West† |
| 10.3 | Murphy USA Inc. 2013 Long-Term Incentive Plan, as amended and restated effective as of February 9, 2017 (incorporated by reference to Murphy USA Inc's Annual Report on Form 10-K filed February 22, 2017)† |
| 10.4 | Murphy USA Inc. 2013 Stock Plan for Non-Employee Directors (incorporated by reference to Murphy USA’s Registration Statement on Form S-8 (File No. 333-191131) filed September 12, 2013)† |
| 10.5 | Murphy USA Inc. Supplemental Executive Retirement Plan, as amended and restated, on October 1, 2018 and effective January 1, 2019 (incorporated by reference to Exhibit 10.11 to Murphy USA's Annual Report on Form 10-K filed February 19, 2019)† |
| 10.6 | Form of Murphy USA 2013 Long-Term Incentive Plan Option Grant Agreement (incorporated by reference to Exhibit 10.10 to Murphy USA Inc's Annual Report on Form 10-K filed February 19, 2021)† |
| 10.7 | Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (incorporated by reference to Exhibit 10.11 to Murphy USA Inc's Annual Report on Form 10-K filed February 19, 2021)† |
| 10.8 | Form of Murphy USA 2013 Long-Term Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.12 to Murphy USA Inc's Annual Report on Form 10-K filed on February 19, 2021)† |
| 10.9 | Form of Murphy USA 2013 Non-Employee Director Award (incorporated by reference to Exhibit 10.13 to Murphy USA Inc's Annual Report on Form 10-K filed February 19, 2021)† |
| 10.10 | Credit Agreement, dated as of January 29, 2021, by and among Murphy USA Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Murphy USA's Current Report on Form 8-K as filed February 1, 2021) |
| 10.11 | Form of Murphy USA 2013 Long-Term Incentive Plan Option Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.12 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)† |
| 10.12 | Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (February 2023 grants)(incorporated by reference to Exhibit 10.13 to Murphy USA Inc's Annual Report on Form 10-K filed on February 15, 2023)† |
| 10.13 | Form of Murphy USA 2013 Long-Term Incentive Plan Performance Stock Unit Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.14 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)† |
| 10.14 | Form of Murphy USA 2013 Non-Employee Director Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.15 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)† |
| 10.15 | Form of Murphy USA 2013 Non-Employee Director Cash Deferral Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.16 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)† |
| 10.16 | Murphy USA Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 99 to Murphy USA Inc's Registration Statement on Form S-8 (File No. 333-271777) filed May 9, 2023† |
| 10.17 | First Amendment Agreement, dated as of March 8, 2023, to the Credit Agreement dated as of January 29, 2021, among Murphy USA Inc., Murphy Oil USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed May 4, 2023) |
| 10.18 | Form of 2023 Omnibus Incentive Plan Option Grant Agreement (incorporated by reference to Exhibit 10.17 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)† |
| 10.19 | Form of 2023 Omnibus Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.18 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)† |
| 10.20 | Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award) (incorporated by reference to Exhibit 10.19 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)† |
| 10.21 | Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees) (incorporated by reference to Exhibit 10.20 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025)† |
| 10.22 | Second Amendment Agreement, dated as of June 26, 2023, to the Credit Agreement dated as of January 29, 2021, as amended as of March 8, 2023, by and among Murphy USA Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A. as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.5 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023) |
| 10.23 | Refinancing Facility Agreement, dated as of April 7, 2025, by and among Murphy USA Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Murphy USA Inc.'s Current Report on Form 8-K filed April 11, 2025) |
| 10.24 | Murphy USA Inc. 2019 Annual Incentive Plan, as amended and restated, and effective as of August 14, 2024 (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed October 31, 2024)† |
| 10.25* | Separation Agreement between Murphy Oil USA, Inc. and Charles Galagher Jeff, dated as of October 14, 2025† |
| 10.26* | Letter Agreement dated December 11, 2025, between Murphy USA Inc., R. Andrew Clyde and Clyde Advisory LLC† |
| 19.1* | Murphy USA Inc. Stock Transaction Guidelines |
| 21* | List of Subsidiaries of Murphy USA |
| 22* | List of Subsidiary Guarantors and Issuers of Guaranteed Debt |
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm |
| 31.1* | Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer |
| 31.2* | Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer |
| 32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer |
| 32.2* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer |
| 97.1 | Murphy USA Inc. Financial Restatement Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to Murphy USA Inc's Annual Report on Form 10-K filed February 20, 2025) |
| 101. INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents |
| 101. SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101. CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101. LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101. PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document |
- Filed herewith
† Management contract or compensatory plan or arrangement
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