マーフィーUSAの適時開示・その他

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1, 2025

MURPHY USA INC.

(Exact name of registrant as specified in its charter)



Delaware		001-35914	46-2279221
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

200 Peach Street
El Dorado,	Arkansas		71730-5836
(Address of principal executive offices)			(Zip Code)

(870) 875-7600

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	MUSA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 1, 2025, Murphy USA Inc. ("Murphy USA") issued a news release announcing the appointment on that date of David C. Haley to Murphy USA's Board of Directors.

Mr. Haley is eligible to participate in the Company's non-employee director compensation program, as described in the proxy statement of the Company's 2025 annual meeting of stockholders, as filed with the Securities and Exchange Commission on March 18, 2025. Pursuant to such program, Mr. Haley will receive pro-rated annual cash compensation and a pro-rated annual equity grant. Equity awards for non-employee directors are governed by the 2023 Omnibus Incentive Plan which was filed with the SEC as an exhibit to Form S-8 (File No. 333-271777) on May 9, 2023.

Mr. Haley has been appointed to the Nominating and Governance Committee and the Audit Committee of the Board and will serve as a Class II Director with a term expiring at the 2027 annual meeting of stockholders.

The full text of the news release announcing Mr. Haley's election to the Board of Directors is attached hereto as Exhibit 99.2.

Item 7.01. Regulation FD Disclosure

On May 1, 2025, Murphy USA Inc. issued a news release announcing a dividend declaration which included a rate increase from the previous quarter. The full text of this news release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


						Exhibit Index
Exhibit Number						Description
99.1*						News release issued by Murphy USA Inc., dated May 1, 2025, announcing a dividend declaration and rate increase
99.2*						News release issued by Murphy USA Inc., dated May 1, 2025, announcing the appointment of a Board of Directors member
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

*Furnished herewith

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MURPHY USA INC.

Date:	May 1, 2025	By: /s/ Donald R. Smith, Jr.
		Donald R. Smith, Jr.
		Vice President, Chief Accounting Officer and Treasurer

EX-99.1 2 exhibit9912025q2dividendan.htm EX-99.1 Document

Exhibit 99.1

Murphy USA Inc. Announces Dividend Increase

EL DORADO, Arkansas, May 1, 2025 – The Board of Directors of Murphy USA Inc. (NYSE: MUSA) today declared a quarterly cash dividend on the Common Stock of Murphy USA Inc. of $0.50 per share, or $2.00 per share on an annualized basis, reflecting a 2% increase from the prior quarter. The dividend is payable on June 2, 2025, to stockholders of record as of May 12, 2025.

About Murphy USA

Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,750 stores located primarily in the Southwest, Southeast, Midwest and Northeast United States. The Company and its team of approximately 17,200 employees serve an estimated two million customers each day through its network of retail gasoline and convenience stores in 27 states. The majority of Murphy USA's stores are located in close proximity to Walmart Supercenters. The Company also markets gasoline and other products at standalone stores under the Murphy Express and QuickChek brands. Murphy USA ranks 214 among Fortune 500 companies.

Source: Murphy USA Inc. (NYSE: MUSA)

Investor Contact:

Christian Pikul – Vice President of Investor Relations and FP&A

Christian.Pikul@murphyusa.com

Ash Aulds – Director of Investor Relations and FP&A

Ash.Aulds@murphyusa.com

EX-99.2 3 exhibit992q2bodmemberannou.htm EX-99.2 Document

Exhibit 99.2

Murphy USA Welcomes David C. Haley to Board of Directors

El DORADO, Arkansas, May 1, 2025 – Murphy USA Inc. (NYSE: MUSA) is pleased to announce that the Board of Directors has appointed David C. Haley as an independent director of the company.

“It is with great pleasure that we announce the addition of David to our Board,” said Madison Murphy, Chairman of Murphy USA Inc. “His rich experience in capital management and corporate leadership, will greatly benefit our company. We look forward to his contributions as we continue to advance our strategic objectives and deliver value to our shareholders.”

Mr. Haley is President Emeritus of HBK Capital Management, an investment management firm. He previously led HBK Capital Management’s High Yield and Distressed Investing team for the United States and Europe. Mr. Haley is a licensed attorney and has prior experience guiding corporate clients through formation, corporate governance, private equity financings, public offerings, mergers and acquisitions, and financial restructurings. He holds a Bachelor of Arts from Harvard University and a law degree from Southern Methodist University School of Law, where he served as Editor-in-Chief of the Southwestern Law Journal.