Form 8-K

8-K — Murphy USA Inc.

Accession: 0001573516-26-000139

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001573516

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — musa-20260512.htm (Primary)

EX-99.1 (exhibit991may2026seniornot.htm)

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8-K

8-K (Primary)

Filename: musa-20260512.htm · Sequence: 1

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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 12, 2026

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 8.01. Other Events

Senior Notes Offering

On May 12, 2026, Murphy USA Inc. (“Murphy USA”) issued a press release to announce a private offering (the “Offering”) of $500 million aggregate principal amount of senior notes due 2034 (the “Notes”) by its wholly owned subsidiary, Murphy Oil USA, Inc. (the “Issuer”). The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries.

Murphy USA intends to use the net proceeds from the offering to (i) redeem all $300,000,000 aggregate principal amount of the Issuer’s existing 5.625% senior notes due 2027 (the “2027 Notes”), (ii) repay all or a portion of outstanding borrowings under its revolving credit facility, (iii) pay fees and expenses related to the foregoing and (iv) to the extent any proceeds remain, for general corporate purposes.

The Company intends to issue a notice of full redemption for the 2027 Notes in connection with the pricing of the Offering. The redemption price of the 2027 Notes will be determined in accordance with the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. No assurances can be given that the Company will complete the redemption of the 2027 Notes.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act.

This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities, and it does not constitute a notice of redemption for the 2027 Notes. A copy of the press release relating to the Offering is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit Number Description

99.1*

Press Release of Murphy USA Inc. dated May 12, 2026

104

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*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 12, 2026

By: /s/ Donald R. Smith, Jr.

Donald R. Smith, Jr.

Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: exhibit991may2026seniornot.htm · Sequence: 2

Document

Exhibit 99.1

Murphy USA Inc. Announces Private Offering of Senior Notes

EL DORADO, Arkansas, May 12, 2026 – Murphy USA Inc. (“Murphy USA”) (NYSE: MUSA) announced today the planned private offering of $500 million aggregate principal amount of senior notes due 2034 (the “Notes”) by its wholly owned subsidiary, Murphy Oil USA, Inc. (the “Issuer”), subject to market and other conditions. The Notes will be guaranteed on a senior unsecured basis by Murphy USA and by certain of Murphy USA’s domestic subsidiaries.

Murphy USA intends to use the net proceeds from the offering to (i) redeem $300,000,000 aggregate principal amount of the Issuer’s existing 5.625% senior notes due 2027 (the “2027 Notes”), (ii) repay all or a portion of outstanding borrowings under its revolving credit facility, (iii) pay fees and expenses related to the foregoing and (iv) to the extent any proceeds remain, for general corporate purposes.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This press release does not constitute a notice of redemption with respect to the 2027 Notes.

About Murphy USA

Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,800 stores located primarily in the Southwest, Southeast, Midwest and Northeast United States. The Company and its team of approximately 16,900 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, but we also operate standalone stores that market gasoline and other products under the Murphy USA, Murphy Express, and QuickChek brands. Murphy USA ranks 231 among Fortune 500 companies.

Forward-Looking Statements

This news release contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings and associated capital expenditures, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: our ability to continue to maintain a good business relationship with Walmart; successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties; our ability to effectively manage our inventory, manage disruptions in our supply chain and our ability to control costs; geopolitical events, such as evolving trade policies and the imposition of reciprocal tariffs and the conflicts in the Middle East, that impact the supply and demand and price of crude oil; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic and any governmental response thereto; the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident; successful execution of our information technology strategy; reduced demand for our products due to the implementation of more stringent fuel economy and greenhouse gas reduction requirements, or increasingly widespread adoption of electric vehicle technology; future nicotine or e-cigarette legislation and any other efforts that make purchasing nicotine products more costly or difficult could hurt our revenues and impact gross margins; our ability to successfully expand our food and beverage offerings; efficient and proper allocation of our capital resources, including the timing, declaration, amount and payment of any future dividends or levels of the Company’s share repurchases, or management of operating cash; the market price of the Company’s stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company’s cash flows from operations, and general economic conditions; compliance with debt covenants; availability and cost of credit; and changes in interest rates. Our SEC reports, including our most recent annual Report on Form 10-K and quarterly Report on Form 10-Q, contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

Investor Contact:

Christian Pikul – Vice President, Investor Relations and Financial Planning and Analysis

Christian.Pikul@murphyusa.com

Ash Aulds – Director, Investor Relations and Financial Planning and Analysis

Ash.Aulds@murphyusa.com

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