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What changed in Murphy USA Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Murphy USA Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+254 added−274 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-20)

Top changes in Murphy USA Inc.'s 2025 10-K

254 paragraphs added · 274 removed · 226 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese and any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products. Air emissions from our facilities are also subject to regulation.
Biggest changeIn December 2025, NHTSA proposed revised CAFE standards for the 2022-2031 model years that reduce the stringency from what were previously finalized. Despite these recent developments regarding fuel economy and emissions standards at the federal level, any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products.
Furthermore, in addition to our store-development capital and investments in new capabilities, we 4 have diversified our shareholder distribution mechanism to provide consistent return of capital through quarterly cash dividends and meaningful share repurchase programs as we continue to focus on maximizing shareholder value.
Furthermore, in addition to our store-development capital and investments in new capabilities, we have diversified our shareholder distribution mechanism to provide consistent return of capital through quarterly 4 cash dividends and meaningful share repurchase programs as we continue to focus on maximizing shareholder value.
Our standard approach to large scale and 8 geographically dispersed deployments reduces total technology cost of ownership for the POS and inherently makes the system easier to use, support, and replace. This POS technology strategy reflects close alignment with our growth plan.
Our standard approach to large 8 scale and geographically dispersed deployments reduces total technology cost of ownership for the POS and inherently makes the system easier to use, support, and replace. This POS technology strategy reflects close alignment with our growth plan.
Technology Systems All of our Company stores use a standard hardware and software platform for point-of-sale (“POS”) that facilitates item level scanning of merchandise for sales and inventory, and the secure acceptance of all major payment methods – cash, check, credit, debit, fleet and mobile. In addition, our QuickChek stores have self-service checkouts and support third-party delivery services.
Technology Systems All of our Company stores use a standard hardware and software platform for point-of-sale (“POS”) that facilitates item level scanning of merchandise for sales and inventory, and the secure acceptance of all major payment methods – cash, check, credit, debit, and fleet. In addition, our QuickChek stores have self-service checkouts and support third-party delivery services and mobile payments.
From time to time, we are subject to legal and administrative proceedings governing the investigation and remediation of contamination or spills from current and past operations, including from our terminal operations and leaking petroleum storage tanks. Consumer demand for our products may be adversely impacted by fuel economy standards as well as greenhouse gas (“GHG”) vehicle emission reduction measures.
From time to time, we are subject to legal and administrative proceedings governing the investigation and remediation of contamination or spills from current and past operations, including from our terminal operations and leaking-petroleum-storage-tanks. Consumer demand for our products may be adversely impacted by fuel economy standards as well as greenhouse gas (“GHG”) vehicle emission reduction measures. The U.S.
These locations operate within close proximity to Walmart stores or within preferred markets across 25 states in the Southeast, Southwest, and Midwest areas of the United States. We also operate a combination of convenience stores and convenience stores with retail gasoline located in New Jersey and New York under the brand name of QuickChek and comprises our Northeast region.
These locations operate within close proximity to Walmart stores or within preferred markets across 25 states in the Southeast, Southwest, and Midwest regions of the United States. We also operate a combination of convenience stores and convenience stores with retail gasoline located in New Jersey and New York under the brand name of QuickChek and comprises our Northeast region.
Our initiatives for fiscal year 2024 addressed, among other things, (i) Our Principles, (ii) Talent Management, (iii) Total Rewards, and (iv) Workforce Safety. Our Principles are the heart of our rich culture, creating the foundation of how we operate at Murphy USA. They are the values that shape the strong character of our company.
Our initiatives for fiscal year 2025 addressed, among other things, (i) Our Principles, (ii) Talent Management, (iii) Total Rewards, and (iv) Workforce Safety. Our Principles are the heart of our rich culture, creating the foundation of how we operate at Murphy USA. They are the values that shape the strong character of our company.
Winning proposition with value-conscious consumers Our competitively priced fuel is a compelling offering for value-conscious consumers. Despite a flat long-term outlook in overall gasoline demand (increased vehicle miles traveled in a normal economy essentially offsetting increased fuel efficiency), we believe value-conscious consumers that prefer convenience and service are a growing demand segment.
Winning proposition with value-conscious consumers Our competitively priced fuel is a compelling offering for value-conscious consumers. Despite a flat outlook in overall gasoline demand (increased vehicle miles traveled in a normal economy essentially offsetting increased fuel efficiency), we believe value-conscious consumers that prefer convenience and service are a growing demand segment.
For more information about our operating leases, see Note 20 "Leases" to the accompanying audited consolidated financial statements for the three years ended December 31, 2024. 6 We have numerous sources for our retail fuel supply, including nearly all the major and large oil companies operating in the U.S.
For more information about our operating leases, see Note 20 "Leases" to the accompanying audited consolidated financial statements for the three years ended December 31, 2025. 6 We have numerous sources for our retail fuel supply, including nearly all the major and large oil companies operating in the U.S.
Our real estate development team works to maintain a multi-year pipeline of projects that supports continued ratable expansion in these high-return locations. Diversify merchandise mix We plan to continuously evaluate our remaining kiosk strategy in an effort to maximize our store economics and return on investment.
Our real estate development team works to maintain a multi-year pipeline of projects that supports continued ratable expansion in these high-return locations. Diversify merchandise mix We plan to continuously evaluate our remaining kiosk strategy to maximize our store economics and return on investment.
By establishing fuel supply relationships with several suppliers for most locations, we believe we can effectively create competition for our purchases among various fuel suppliers. We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product outages during times of fuel supply disruptions.
By establishing fuel supply relationships with several suppliers, we believe we can effectively create competition for our purchases among various fuel suppliers. We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product outages during times of fuel supply disruptions.
Many of our Murphy stores require only one or two associates to be present during business hours and 75% of our stores are located on Company-owned property and do not incur any rent expense.
Many of our Murphy stores require only one or two associates to be present during business hours and 73% of our stores are located on Company-owned property and do not incur any rent expense.
In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens.
In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens.
Market Conditions and Seasonality Market conditions in the oil and gas industry are cyclical and subject to global economic and political events that upset global supply and demand and impact the price of crude oil and to new and changing governmental regulations.
Market Conditions and Seasonality Market conditions in the oil and gas industry are cyclical and subject to global economic and political events that upset global supply and demand and impact the price of crude oil, as well as new and changing governmental regulations.
Most recently, in 2022, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2024 through 2026 model years, and in 2024, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2027 through 2031 model years, as well as standards for heavy-duty pickup trucks and vans for the 2030 through 2035 model years.
In 2022, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2024 through 2026 model years, and in 2024, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2027 through 2031 model years, as well as standards for heavy-duty pickup trucks and vans for the 2030 through 2035 model years.
While we were previously focused on smaller store size, we now expect to build more Murphy branded NTI stores that are 2,800 square feet or larger, as well as our NTI QuickChek branded locations in their existing footprint, which average between 5,000 to 7,000 square feet in size.
While we were previously focused on smaller store size, we now expect to build more Murphy branded NTI stores that are 2,800 square-foot or larger, as well as our NTI QuickChek branded locations in their existing footprint, which average from 5,000 to 7,000 square-feet in size.
The majority of our existing and new-to-industry ("NTI") retail gasoline stores operate under the brand names of Murphy USA and Murphy Express. Plans are under way to transition all existing Murphy Express branded stores to the Murphy USA brand name.
The majority of our existing and new-to-industry ("NTI") retail gasoline stores operate under the brand names of Murphy USA and Murphy Express. Plans are underway to transition all existing Murphy Express branded stores to the Murphy USA brand name.
We also market to unbranded wholesale customers through a mixture of Company owned and third-party terminals. During 2024, the Company so,ld approximately 4.8 billion gallons of motor fuel through our retail outlets. Below is a table that lists the states where we operate our stores at December 31, 2024 and the number of stores in each state.
We also market to unbranded wholesale customers through a mixture of Company-owned and third-party terminals. During 2025, the Company sold approximately 4.8 billion gallons of motor fuel through our retail outlets. Below is a table that lists the states where we operate our stores at December 31, 2025 and the number of stores in each state.
These strengths support our Company vision which is to “Deliver every day the quickest, most friendly service and a low-price value proposition to our growing customer base for the products and markets we serve.” Strategic proximity to and complementary relationship with Walmart Of our network of 1,757 retail stores (as of December 31, 2024), the majority are situated on prime locations located near Walmart stores.
These strengths support our Company vision which is to “Deliver every day the quickest, most friendly service and a low-price value proposition to our growing customer base for the products and markets we serve.” Strategic proximity to and complementary relationship with Walmart Of our network of 1,800 retail stores, the majority are situated on prime locations located near Walmart stores.
In addition, an enterprise approach to benefit offerings and eligibility has been established beginning in 2025, ensuring equitable, competitive benefit packages for all eligible employees. We are committed to keeping our employees and customers safe through fostering and maintaining a strong safety culture and emphasizing the importance of our employees’ role in identifying, mitigating and communicating safety risks.
In addition, an enterprise approach to benefit offerings and eligibility was completed in 2025, ensuring equitable, competitive benefit packages for all eligible employees. We are committed to keeping our employees and customers safe through fostering and maintaining a strong safety culture and emphasizing the importance of our employees’ role in identifying, mitigating and communicating safety risks.
Approximately half of the leased sites have over 10 years of term remaining, including renewals, should the Company decide to exercise the renewal options.
Approximately one quarter of the leased sites have over 10 years of term remaining, including renewals, should the Company decide to exercise the renewal options.
We have approximately 17,200 dedicated and hardworking employees as of December 31, 2024, that are actively engaged to serve the customer, whether it is the external retail consumer or their internal co-workers.
We have approximately 16,900 dedicated and hardworking employees as of December 31, 2025, that are actively engaged to serve the customer, whether it is the external retail consumer or their internal co-workers.
State No. of stores State No. of stores State No. of stores Alabama 82 Kentucky 48 New York 20 Arkansas 69 Louisiana 82 North Carolina 95 Colorado 40 Michigan 27 Ohio 43 Florida 147 Missouri 50 Oklahoma 55 Georgia 100 Mississippi 55 South Carolina 78 Iowa 21 Nebraska 5 Tennessee 93 Illinois 43 Nevada 4 Texas 368 Indiana 39 New Jersey 136 Utah 5 Kansas 7 New Mexico 22 Virginia 23 Total 1,757 5 The following table provides a history of our store count during the three-year period ended December 31, 2024: Years Ended December 31, 2024 2023 2022 Start of period 1,733 1,712 1,679 New construction 32 28 36 Closed or sold (8) (7) (3) End of period 1,757 1,733 1,712 The following table present the numbers of our owned and leased stores at December 31, 2024: Located on Owned Land Located on Leased Property 3,5 Total Stores Murphy branded 1 1,299 203 1,502 Leased from Walmart 2 — 99 99 QuickChek 3,4,5 10 — 10 Stores with leased land — 54 54 Stores with leased land and buildings — 92 92 Total stores operated 1,309 448 1,757 1 Leases for Murphy branded stores are operating leases 2 This table excludes 3 locations that were disposed of in prior years but remain subleased from Walmart to the buyer 3 Operating leases have an average remaining term, including potential future renewals, of 26 years 4 Leases for QuickChek land are operating leases and QuickChek store buildings are finance leases 5 Finance leases have an average remaining term, including potential future renewals, of 18 years We have purchased from Walmart the properties underlying many of our stores, and each of these properties that were purchased from Walmart are subject to Easements and Covenants with Restrictions Affecting Land (“ECRs”), which impose customary restrictions on the use of such properties, which Walmart has the right to enforce.
State No. of stores State No. of stores State No. of stores Alabama 84 Kentucky 48 New York 20 Arkansas 69 Louisiana 84 North Carolina 103 Colorado 51 Michigan 27 Ohio 43 Florida 154 Missouri 50 Oklahoma 55 Georgia 103 Mississippi 55 South Carolina 81 Iowa 21 Nebraska 5 Tennessee 93 Illinois 43 Nevada 4 Texas 380 Indiana 39 New Jersey 131 Utah 5 Kansas 7 New Mexico 22 Virginia 23 Total 1,800 5 The following table provides a history of our store count during the three-year period ended December 31, 2025: Years Ended December 31, 2025 2024 2023 Start of period 1,757 1,733 1,712 New construction 51 32 28 Closed or sold (8) (8) (7) End of period 1,800 1,757 1,733 The following table present the numbers of our owned and leased stores at December 31, 2025: Located on Owned Land Located on Leased Property 3,5 Total Stores Murphy branded 1 1,309 240 1,549 Leased from Walmart 2 — 100 100 QuickChek 3,4,5 10 — 10 Stores with leased land — 55 55 Stores with leased land and buildings — 86 86 Total stores operated 1,319 481 1,800 1 Leases for Murphy branded stores are operating leases 2 This table excludes 3 locations that were disposed of in prior years but remain subleased from Walmart to the buyer 3 Operating leases have an average remaining term, including potential future renewals, of 26 years 4 Leases for QuickChek land are operating leases and QuickChek store buildings are finance leases 5 Finance leases have an average remaining term, including potential future renewals, of 18 years We have purchased from Walmart the properties underlying many of our stores, and each of these properties that were purchased from Walmart are subject to Easements and Covenants with Restrictions Affecting Land (“ECRs”), which impose customary restrictions on the use of such properties, which Walmart has the right to enforce.
As of December 31, 2024, Murphy USA had approximately 17,200 employees, including 5,900 full-time employees, and 11,300 part-time employees working at our stores, National Contact Center, and corporate headquarters. Murphy USA is committed to the attraction, development, retention, and safety of our employees.
As of December 31, 2025, Murphy USA had approximately 16,900 employees, including 5,900 full-time employees and 11,000 part-time employees working at our stores, National Contact Center, and corporate headquarters. Murphy USA is committed to the attraction, development, retention, and safety of our employees.
Additionally, in order to provide a consistent and meaningful return of capital to shareholders independent of share repurchases, we raised our quarterly dividend four times during 2024 from $0.41 per share in Q4 2023 to $0.48 per share, or $1.92 per share on an annualized basis, as of Q4 2024.
Additionally, in order to provide a consistent and meaningful return of capital to shareholders, independent of share repurchases, we raised our quarterly dividend four times during 2025 from $0.48 per share in Q4 2024 to $0.63 per share, or $2.52 per share on an annualized basis, as of Q4 2025.
For example, certain of our fueling stores may be required to install and maintain vapor recovery systems to control emissions of volatile organic compounds to the air during the vehicle fueling process.
Air emissions from our facilities are also subject to regulation. For example, certain of our fueling stores may be required to install and maintain vapor recovery systems to control emissions of volatile organic compounds to the air during the vehicle fueling process.
As of December 31, 2024 2023 2022 2021 2020 Branded retail outlets: Murphy USA ® and Murphy Express 1,601 1,577 1,555 1,521 1,503 QuickChek ® 156 156 157 158 — Total 1,757 1,733 1,712 1,679 1,503 Retail marketing: Total fuel contribution (cpg) 1 30.5 31.4 34.3 26.3 25.2 Retail fuel margin per gallon (cpg) 1 28.1 27.6 29.6 21.9 22.9 Gallons sold per store month (in thousands) 240.6 242.0 244.6 229.4 219.5 Merchandise sales revenue per store month (in thousands) $ 204.3 $ 199.1 $ 193.5 $ 186.7 $ 166.3 Merchandise margin as a percentage of merchandise sales 19.8% 19.7% 19.7% 19.1% 15.6% 1 Represents net sales prices for fuel less purchased cost of fuel.
As of December 31, 2025 2024 2023 2022 2021 Branded retail outlets: Murphy USA ® and Murphy Express 1,649 1,601 1,577 1,555 1,521 QuickChek ® 151 156 156 157 158 Total 1,800 1,757 1,733 1,712 1,679 Retail marketing: Total fuel contribution (cpg) 1 30.7 30.5 31.4 34.3 26.3 Retail fuel margin per gallon (cpg) 1 28.1 28.1 27.6 29.6 21.9 Gallons sold per store month (in thousands) 235.8 240.6 242.0 244.6 229.4 Merchandise sales revenue per store month (in thousands) $ 203.7 $ 204.3 $ 199.1 $ 193.5 $ 186.7 Merchandise margin as a percentage of merchandise sales 20.2% 19.8% 19.7% 19.7% 19.1% 1 Represents net sales prices for fuel less purchased cost of fuel Our business is organized into one reporting segment (Marketing).
Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,757 (as of December 31, 2024) retail stores located in 27 states, of which, 1,601 were branded as Murphy stores and 156 were branded as QuickChek stores.
Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,800 retail stores located in 27 states, of which 1,649 were branded as Murphy stores and 151 were branded as QuickChek stores.
CARB also has emissions standards for criteria pollutants and GHGs, which have generally been more stringent than EPA’s. Seventeen states have adopted CARB’s light-duty emissions standards, and nine states have adopted California’s heavy-duty emissions standards. The list of opt-in states changes over time, based on the legislative, executive, and regulatory actions by each individual state.
CARB also has emissions standards for criteria pollutants and GHGs, which have generally been more stringent than EPA’s, and various states have adopted CARB’s standards pursuant to the federal Clean Air Act. The list of opt-in states changes over time, based on the legislative, executive, and regulatory actions by each individual state.
We expect to build up to 50 NTI locations and up to 30 raze-and-rebuilds in 2025 and are targeting at least 50 NTI and at least 30 raze-and-rebuilds per year in future periods.
We expect to build 45 to 55 NTI locations and up to 30 raze-and-rebuilds in 2026 and are targeting 50-plus NTI and up to 30 raze-and-rebuilds per year in future periods.
Some of our current and former properties have been operated by third parties whose handling and management of hazardous materials were not under our control, and substantially all of them have or previously had motor fuel or petroleum product storage tanks.
We could be subject to joint and several as well as strict liability for environmental contamination. Some of our current and former properties have been operated by third parties whose handling and management of hazardous materials were not under our control, and substantially all of them have or previously had motor fuel or petroleum product storage tanks.
Competition The U.S. petroleum business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on convenience and consumer appeal.
We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on convenience and consumer appeal.
In 2024, we purchased more than 78% of our merchandise from a single vendor, Core-Mark, with whom we renewed a new five-year supply agreement in January 2021. A statistical summary of key operating and financial indicators for each of the five years ended December 31, 2024 are reported below.
In 2025, we purchased more than 78% of our merchandise from a single wholesale grocer, Core-Mark. In November 2025, we renewed and extended for another five years a supply contract with Core-Mark through the year 2031. A statistical summary of key operating and financial indicators for each of the five years ended December 31, 2025 are reported below.
Information about our operations, properties and business segments, including revenues by class of products are provided on pages 33 through 48 , F-12 , F-13 , F-15 , and F-3 8 through F-39 of this Annual Report on Form 10-K.
Information about our operations, properties and business segments, including revenues by class of products are provided on pages 32 through 47 , F- 11 , F- 15 , F- 17 , and F- 35 through F- 37 of this Annual Report on Form 10-K.
In addition to the motor fuel sold at our Company stores, our stores carry a broad selection of snacks, beverages, nicotine products and non-food merchandise, as well as a greater food and beverage offering at our QuickChek locations.
We also receive products at terminals owned by others either in exchange for deliveries from our terminals or by outright purchase. In addition to the motor fuel sold at our Company stores, our stores carry a broad selection of snacks, beverages, nicotine products and non-food merchandise, as well as a greater food and beverage offering at our QuickChek locations.
A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek in 2024. At present, virtually all QuickChek benefit programs and vendors have been consolidated with Murphy USA's, including medical, dental, vision, life, accident, disability, flexible spending, and retirement.
A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek. We are proud to say we have completed the alignment of all QuickChek benefit programs and vendors have been integrated with Murphy USA's, inclusive of medical, dental, vision, life, accident, disability, flexible spending, and retirement.
In 2021, EPA promulgated emissions standards for GHGs for the 2023 through 2026 model years, and in 2024 promulgated emission standards for GHGs and certain other pollutants known as “criteria pollutants” for the 2027 through 2032 model years. Both sets of standards are subject to pending legal challenges.
In 2021, EPA promulgated emissions standards for GHGs for the 2023 through 2026 model years, and in 2024 promulgated emission standards for GHGs and certain other pollutants known as “criteria pollutants” for the 2027 through 2032 model years. For heavy-duty vehicles and engines, EPA maintains emissions standards for criteria pollutants and GHGs.
Our business is organized into one reporting segment (Marketing). The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.
The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025. Competition The U.S. petroleum business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products.
We also adhere to the rules governing lottery sales as determined by state lottery commissions in each state in which we make such sales. 10 Safety We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers.
We also adhere to federal, state, and local regulations governing sales on lottery and all other age-restricted products in the jurisdictions in which we operate. 10 Safety We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers.
("Core-Mark") and in addition, to optimize our promotional planning, merchandise assortment, and pricing effectiveness, in order to help boost overall store returns. Sustain cost leadership position We believe that sustaining our low cost position is a strategic advantage as a retailer of commodity products.
We expect to further expand merchandise revenue and margins through our primary supplier relationship with Core-Mark International, Inc. ("Core-Mark"), while further optimizing promotional planning, assortment, and pricing to strengthen overall store returns. Sustain cost leadership position We believe that sustaining our low-cost position is a strategic advantage as a retailer of commodity products.
We operate above ground bulk petroleum tanks at our terminal locations and have upgraded certain product lines and conduct annual monitoring to help mitigate the risk of potential soil and groundwater contamination.
We operate above-ground bulk petroleum tanks at our terminal locations and have upgraded certain product lines and conduct annual monitoring to help mitigate the risk of potential soil and groundwater contamination. We allocate a portion of our capital expenditure program to comply with environmental laws and regulations, and such capital expenditures are projected to be approximately $11.5 million in 2026.
We also believe that through our planned growth and efficiency initiatives, we can control overhead costs to support an overall improvement in store returns and keep costs properly scaled as we grow organically.
We also believe that through our planned growth and efficiency initiatives, we can control overhead costs to support an overall improvement in-store returns and keep costs properly scaled as we grow organically. In order to do this successfully, we will focus on the continued development of our employees and foster an operating culture aligned with business performance, including cost leadership.
Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization.
We have acquired through share repurchases approximately $4.1 billion of our common stock in a little more than twelve years of operation. Repurchases in 2025 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2025, we had approximately $291.9 million remaining under our 2023 authorization.
For heavy-duty vehicles and engines, EPA maintains emissions standards for criteria pollutants and GHGs. In 2022, EPA promulgated emissions standards for criteria pollutants for 2027 and beyond. In 2024, EPA promulgated emissions standards for GHGs for the 2027 through 2032 model years, and these GHG standards are subject to pending legal challenges.
In 2022, EPA promulgated emissions standards for criteria pollutants for 2027 and beyond. In 2024, EPA promulgated emissions standards for GHGs for the 2027 through 2032 model years. Both the CAFE standards and emissions standards have been challenged in litigation.
The U.S. National Highway Traffic Safety Administration (“NHTSA”) is responsible for issuing Corporate Average Fuel Economy ("CAFE") regulations that 9 set fuel economy standards for fleets; these standards have tended to become more stringent over time.
National Highway Traffic Safety Administration (“NHTSA”) is responsible for issuing Corporate Average Fuel Economy ("CAFE") regulations that 9 set fuel economy standards for fleets and the Environmental Protection Agency ("EPA") and the California Air Resources Board ("CARB") promulgate GHG emissions standards.
Complementary to that strategy, we are continually refining Murphy branded 1,400 square foot and 2,800 square foot designs to create a foundation for increasing higher-margin non-nicotine sales and diversifying our merchandise offerings.
Complementary to that strategy, we are continually refining Murphy and QuickChek branded merchandising and store designs to create a foundation for increasing higher-margin non-nicotine sales and diversifying our merchandise offerings. Key to achieving the highest potential returns from our QuickChek branded stores is continuing the ongoing development and execution of the enhanced food and beverage ("F&B") offer.
About half of our wholly owned terminals are supplied by marine transportation and the rest are supplied by pipeline. We also receive products at terminals owned by others either in exchange for deliveries from our terminals or by outright purchase.
Our refined products are distributed through a few product distribution terminals that are wholly-owned and operated by us and from numerous terminals owned by others. About half of our wholly-owned terminals are supplied by marine transportation and the rest are supplied by pipeline.
We have acquired through share repurchases approximately $3.5 billion of our common stock in a little more than eleven years of operation. During the year 2024, we repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes.
During the year 2025, the Company repurchased a total of 1,536,701 common shares for approximately $652.0 million, at an average price of $424.28 per share, including brokerage fees and accrued excise taxes.
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In combination with our high traffic locations, our competitive gasoline prices drive high fuel volumes and gross profit. In addition, we believe we are an industry leader in per-store nicotine sales with our low-priced nicotine products and in total store sales per square foot as we also sell a growing 2 assortment of single-serve/immediate consumption items.
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In combination with our high-traffic locations, our competitive gasoline prices drive high fuel volumes and gross profit. In addition, our robust nicotine business remains among the highest-volume performers in our industry due to our value-forward offer and disciplined merchandising in this highly complex and competitive space.
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We continue to provide value opportunities to our customers through our Murphy Drive Rewards and QC Rewards loyalty programs which reward customers with discounted and free items based on purchases of qualifying fuel and merchandise, as applicable.
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We continue to expand value-driven offers across our growing merchandise assortment 2 and increasingly leverage digital engagement through Murphy Drive Rewards and QuickChek Rewards, providing customers with targeted discounts and personalized offers on both fuel and in‑store purchases.
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Key to achieving the highest potential returns from our large and small format stores is the development and execution of enhanced food and beverage ("F&B") capabilities by leveraging QuickChek's F&B offering. We expect to further expand merchandise revenue and margins through our primary supplier relationship with Core-Mark Holding Company, Inc.
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However, in June 2025, NHTSA published an interpretive rule indicating that it would revisit its medium- and heavy-duty fuel efficiency program, including related civil penalties, to ensure it is consistent with the agency’s governing statutes. In July 2025, the EPA proposed to remove GHG regulations for light-, medium-, and heavy-duty on-highway vehicles on a retrospective and prospective basis.
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In order to do this successfully, we will focus on the continued development of our employees and foster an operating culture aligned with business performance, including cost leadership.
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At some locations, however, there are limited suppliers for fuel in that market and we may have only one supplier. Our refined products are distributed through a few product distribution terminals that are wholly owned and operated by us and from numerous terminals owned by others.
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We allocate a portion of our capital expenditure program to comply with environmental laws and regulations, and such capital expenditures are projected to be approximately $9.3 million in 2025. We could be subject to joint and several as well as strict liability for environmental contamination.
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The 2024 standards require an industry fleet-wide average of approximately 50.4 miles per gallon for light-duty cars and trucks in model year 2031, by increasing fuel economy by 2% year over year for passenger cars between 2027 and 2031 and by 2% year over year for light trucks between 2029 and 2031.
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For heavy-duty pickup trucks and vans, the 2024 standards would increase fuel efficiency by 10% year over year between 2030-2032 and 8% between 2033-2035.
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The NHTSA, the Environmental Protection Agency ("EPA") and the California Air Resources Board ("CARB") also regulate GHG emission and fuel efficiency standards for medium and heavy-duty vehicles, which, like fuel economy standards, have tended to become more stringent over time.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+5 added−15 removed114 unchanged
Biggest changeRisks Relating to Our Business Volatility in the global prices of oil and petroleum products and general economic conditions that are largely out of our control, as well as seasonal variations in fuel pricing, can significantly affect our operating results. Our net income is significantly affected by changes in the margins on retail and wholesale gasoline marketing operations.
Biggest changeAn impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations. 15 Risks Relating to Our Business Volatility in the global prices of oil and petroleum products and general economic conditions that are largely out of our control, as well as seasonal variations in fuel pricing, can significantly affect our operating results.
The trading price of our common stock could be subject to wide fluctuations in response to a number of factors, including, but not limited to: • fluctuations in quarterly or annual results of operations, especially if they differ from our previously announced guidance or forecasts made by analysts; • announcements by us of anticipated future revenues or operating results, or by others concerning us, our competitors, our customers, or our industry; • our ability to execute our business plan; • competitive environment; • regulatory developments; and • changes in overall stock market conditions, including the stock prices of our competitors.
The trading price of our common stock could be subject to wide fluctuations in response to a number of factors, including, but not limited to: • fluctuations in quarterly or annual results of operations, especially if they differ from our previously announced guidance or forecasts made by analysts; 23 • announcements by us of anticipated future revenues or operating results, or by others concerning us, our competitors, our customers, or our industry; • our ability to execute our business plan; • competitive environment; • regulatory developments; and • changes in overall stock market conditions, including the stock prices of our competitors.
Many of our Company stores benefit from customer traffic generated by Walmart retail stores, and if the customer traffic through these host stores decreases due to the economy or for any other reason, our sales could be materially and adversely affected. 17 Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.
Many of our Company stores benefit from customer traffic generated by Walmart retail stores, and if the customer traffic through these host stores decreases due to the economy or for any other reason, our sales could be materially and adversely affected. Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.
The RFS program is the regulatory means by which the federal government requires the introduction of an increasing amount of renewable fuel into the fuel supply. As it is, refiners are obligated to obtain—either by blending biofuels into petroleum-based fuels or through purchase on the open market—and then retire with the federal government RINs to satisfy their individual obligations.
The RFS program is the regulatory means by which the federal government requires the introduction of an increasing amount of renewable fuel into the fuel supply. As it is, refiners are obligated to obtain—either by blending biofuels into petroleum-based fuels or through purchase on the open market—and then retire RINs to satisfy their individual obligations.
Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase such properties. If Walmart makes such an offer, for a period of one year we will generally only be permitted to accept third-party offers where the net consideration to us would be greater than that offered by Walmart.
Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase 17 such properties. If Walmart makes such an offer, for a period of one year we will generally only be permitted to accept third-party offers where the net consideration to us would be greater than that offered by Walmart.
Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) will reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.
Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) could reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures.
In particular, we could be liable for contamination relating to properties that we own, lease or operate or that we or our predecessors previously owned, leased or operated. Substantially all of these properties have or in the past had storage tanks to store motor fuel or 21 petroleum products.
In particular, we could be liable for contamination relating to properties that we own, lease or operate or that we or our predecessors previously owned, leased or operated. Substantially all of these properties have or in the past had storage tanks to store motor fuel or petroleum products.
In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Future consumer or other litigation could adversely affect our business, financial condition, results of operations and cash flows.
In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows. 22 Future consumer or other litigation could adversely affect our business, financial condition, results of operations and cash flows.
In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase 20 petroleum usage and supply.
In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase petroleum usage and supply.
In fact, such fees may cause lower profitability. Lower income on gasoline sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Walmart continues to be a key relationship with regard to our Murphy USA network.
In fact, such fees may cause lower profitability. Lower income on fuel sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Walmart continues to be a key relationship with regard to our Murphy USA network.
As we continue to focus on enhancing our food and beverage offerings, concerns regarding the quality or safety of our food products or our food supply chain, even if factually incorrect or based on isolated incidents, could hurt our sales of prepared food products and possibly lead to product liability and personal injury claims, litigation, government agency investigations and damages.
As we continue to focus on enhancing our food and beverage offerings, concerns regarding the quality or safety of our food products or our food supply chain, even if factually incorrect or based on isolated incidents, could hurt our sales of prepared food products and possibly lead to product liability and personal injury claims, litigation, governmental agency investigations and damages.
Further, permitting delays due to local government agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline. We currently have one primary supplier for over 78% of our merchandise. A disruption in supply could have a material effect on our business.
Further, permitting delays due to local governmental agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline. We currently have one primary supplier for over 78% of our merchandise. A disruption in supply could have a material effect on our business.
At December 31, 2024, most of our Murphy branded stores were located in close proximity to Walmart Supercenter stores and we participate in the Walmart+ program. Therefore, our relationship with Walmart, the continued goodwill of Walmart and the integrity of Walmart’s brand name in the retail marketplace are all important drivers for our business.
At December 31, 2025, most of our Murphy branded stores were located in close proximity to Walmart Supercenter stores and we participate in the Walmart+ program. Therefore, our relationship with Walmart, the continued goodwill of Walmart and the integrity of Walmart’s brand name in the retail marketplace are all important drivers for our business.
Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing gasoline or merchandise at our retail stores. Compliance with and changes in tax laws could adversely affect our performance.
Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail stores. Compliance with and changes in tax laws could adversely affect our performance.
If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted.
If a significant percentage of our workforce is unable to work, including because of illness or travel or governmental restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted.
In addition, pandemics or disease outbreaks could result in an economic downturn that could adversely affect the economies and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services.
In addition, pandemics or disease outbreaks could result in an economic downturn that could adversely affect the economy and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services.
Changes in credit card expenses could reduce our profitability, especially on gasoline. A significant portion of our retail sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins.
Changes in credit card expenses could reduce our profitability, especially on fuel transactions. A significant portion of our retail sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins.
Higher gasoline prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on gasoline purchases that are more expensive as a result of higher gasoline prices are not necessarily accompanied by higher gross margins.
Higher fuel prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on fuel related purchases that are more expensive as a result of higher fuel prices are not necessarily accompanied by higher gross margins.
In addition, we could again experience issues with our workforce that limit our ability to continue to operate our stores at their normal hours of operations or experience government intervention that requires us to reduce hours or close certain locations.
In addition, we could experience issues with our workforce that limit our ability to continue to operate our stores at their normal hours of operations or experience governmental intervention that requires us to reduce hours or close certain locations.
Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.
Our retail operations are subject to extensive governmental laws and regulations, and the cost of compliance with such laws and regulations can be material.
There is significant judgement required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets.
There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets.
Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of “green” automobiles. Other market and social initiatives such as public and private initiatives that aim to subsidize the development of non-fossil fuel energy sources may also reduce the competitiveness of gasoline.
Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of lower- or zero-emission automobiles. Other market and social initiatives such as public and private initiatives that aim to subsidize the development of non-fossil fuel energy sources may also reduce the competitiveness of gasoline.
Consequently, the increased adoption of "green" automobiles and general attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products. Reduced consumer demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Consequently, the increased adoption of lower- or zero-emission automobiles and general attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products. Reduced consumer demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Pursuant to such environmental laws and regulations, we are also required to obtain permits from governmental authorities for certain of our operations. While we strive to abide by these requirements, we cannot assure you that we have been or will be at all times in compliance with such laws, regulations and permits.
Pursuant to such environmental laws and regulations, we are also required to obtain permits from governmental authorities for certain of our operations. While we strive to abide by these requirements, we cannot provide any assurance that we have been or will be at all times in compliance with such laws, regulations and permits.
The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action and market dynamics. In 2024, the market price continued to fluctuate but was lower on average than the prior year.
The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action and market dynamics. In 2025, the market price continued to fluctuate but was higher on average than the prior year.
For more information about our legal matters, see Note 19 “Contingencies” to the consolidated historical financial statements for the three years ended December 31, 2024 included in this Annual Report on Form 10-K.
For more information about our legal matters, see Note 19 “Contingencies” to the audited consolidated financial statements for the three years ended December 31, 2025 included in this Annual Report on Form 10-K.
Pandemics or disease outbreaks, such as COVID-19, have in the past and may in the future cause depressed demand for our fuel and convenience merchandise products because quarantines may inhibit the ability or need for our customers to shop with us.
Pandemics or disease outbreaks, have in the past and may in the future cause depressed demand for our fuel and convenience merchandise products because quarantines may inhibit the ability or need for our customers to shop with us.
Pandemics or disease outbreaks, such as COVID-19, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
Pandemics or disease outbreaks, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
The current level of revenue that is generated from RINs may be highly variable. Murphy USA's business is impacted by its ability to generate revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels.
The current level of revenue that is generated from RINs may be highly variable. Murphy USA's business generates revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels.
Our ability to grow by up to 50 new stores and up to 30 raze-and-rebuild stores in 2025 and by at least 50 NTI stores and at least 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain.
Our ability to grow by 45 to 55 new stores and up to 30 raze-and-rebuild stores in 2026 and by 50-plus NTI stores and up to 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain.
As a retail gasoline marketing company, we are significantly affected by these factors.
As a retail motor fuel marketing company, we are significantly affected by these factors.
Because these and other factors are subject to changes caused by governmental and political considerations and are often made in response to changing internal and worldwide economic conditions and to actions of other governments or specific events, it is not practical to attempt to predict the effects of such factors on our future operations and earnings.
Because these and other factors are subject to changes caused by governmental and political considerations and are often made in response to changing internal and worldwide economic conditions and to actions of other governments or specific events, it is not practical to attempt to predict the effects of such factors on our future operations and earnings. 20 Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products.
In 2024, over 78% of our merchandise, including most nicotine products and grocery items, was purchased from a single wholesale grocer, Core-Mark. In January 2021, we renewed and extended for another five years a supply contract with Core-Mark.
In 2025, over 78% of our merchandise, including most nicotine products and grocery items, was purchased from a single wholesale grocer, Core-Mark. In November 2025, we renewed and extended for another five years a supply contract with Core-Mark through the year 2031.
In 2024, we recorded an impairment charge related to fixed assets of $8.2 million that was largely attributable to competitive pressures in a few Northeast markets. We may have additional impairment charges in future periods in connection with our periodic evaluation of our goodwill and intangible assets.
In 2025 and 2024, we recorded impairment charges related to fixed assets of $5.3 million and $8.2 million, respectively, that were largely attributable to competitive pressures in certain Northeast markets. We may have additional impairment charges in future periods in connection with our periodic evaluation of our goodwill and intangible assets.
Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows. 22 Any changes in the laws or regulations described above that are adverse to us and our properties could affect our operating and financial performance.
Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows.
In addition to potentially significant investigation and remediation costs, any such contamination, leaks from storage tanks or other releases of regulated materials can give rise to claims from governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.
In addition to potentially significant investigation and remediation costs, any such contamination, leaks from storage tanks or other releases of regulated materials can give rise to claims from governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage. 21 Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures.
Our Bylaws designate a state or federal court located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a preferred judicial forum for disputes with us or our directors, officers or other employees.
Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. 24 Our Bylaws designate a state or federal court located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a preferred judicial forum for disputes with us or our directors, officers or other employees.
The U.S. petroleum marketing business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on the basis of convenience and consumer appeal.
We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on the basis of convenience and consumer appeal.
In certain areas where our retail stores are located, state or local laws limit the retail stores’ hours of operation or sale of alcoholic beverages, nicotine products, possible inhalants and lottery tickets, in particular to minors.
In addition, restrictions on product eligibility under SNAP could negatively impact our sales in future periods. In certain areas where our retail stores are located, state or local laws limit the retail stores’ hours of operation or sale of alcoholic beverages, nicotine products, possible inhalants and lottery tickets, in particular to minors.
Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures. As such fuel economy and GHG reduction requirements have tended to become more stringent over time, demand for our products may be adversely affected. In addition, some of our facilities are subject to GHG regulation.
To the extent such fuel economy and GHG reduction requirements become more stringent over time, demand for our products may be adversely affected. In addition, some of our facilities are subject to GHG regulation.
For example, we could grant holders of preferred 24 stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions.
In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. 16 An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2026 and beyond.
In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties and costs that could adversely affect our business, financial condition, results of operations and cash flows.
In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties (including loss of licenses, eligibility to accept certain governmental benefits, such as Supplemental Nutrition Assistance Program ("SNAP") benefits or significant fines) and costs that could adversely affect our business, financial condition, results of operations and cash flows.
Accordingly, we may not be able to obtain the full amount of the funds available under our credit facility to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position.
Accordingly, we may not be able to obtain the full amount of the funds available under our credit facility to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position. 18 Risks Relating to Our Industry We operate in a highly competitive industry, which could adversely affect us in many ways, including our profitability, our ability to grow, and our ability to manage our businesses.
We could be adversely affected if we are not able to attract and retain qualified personnel. We are dependent on our ability to attract and retain qualified personnel.
We could be adversely affected if we are not able to attract and retain qualified personnel. We are dependent on our ability to attract and retain qualified personnel. If, for any reason, we are not able to attract and retain qualified personnel, our business, financial condition, results of operations and cash flows could be adversely affected.
We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores. Much of our competitive advantage arises out of these proprietary arrangements which, when disrupted, have in the past and could in the future adversely affect us, and such effects could be material.
Much of our competitive advantage arises out of these arrangements which, when disrupted, have in the past and could in the future adversely affect us, and such effects could be material.
Competition from these retailers may reduce our market share and our revenues, and the resulting impact on our business and results of operations could be materially adverse. 19 Future nicotine legislation and/or regulation, potential court rulings affecting the nicotine industry, campaigns to discourage smoking, increases in nicotine taxes and wholesale cost increases of nicotine products could have a material adverse impact on our retail operating revenues and gross margin.
Future nicotine legislation and/or regulation, potential court rulings affecting the nicotine industry, campaigns to discourage smoking, increases in nicotine taxes and wholesale cost increases of nicotine products could have a material adverse impact on our retail operating revenues and gross margin. Sales of nicotine products have historically accounted for an important portion of our total sales of convenience store merchandise.
We have had to reduce hours of operation in some stores temporarily, but this has not had a material impact on our financial results. 23 Risks Relating to Our Common Stock The price of our common stock may fluctuate significantly and if securities or industry analysts publish unfavorable research reports about our business or if they downgrade their rating on our common stock, the price of our common stock could decline.
Risks Relating to Our Common Stock The price of our common stock may fluctuate significantly and if securities or industry analysts publish unfavorable research reports about our business or if they downgrade their rating on our common stock, the price of our common stock could decline. The price at which our common stock trades may fluctuate significantly.
If such efforts continue to be successful, it could have a further negative impact on our nicotine sales. Likewise, major cigarette manufacturers currently offer substantial rebates to retailers unless prohibited by state or local laws. We include these rebates as a component of our gross margin.
Conversely, failure to enforce laws on the books of certain jurisdictions related to vapor products can have a negative impact on our sales and margin for those products. 19 Likewise, major cigarette manufacturers currently offer substantial rebates to retailers unless prohibited by state or local laws. We include these rebates as a component of our gross margin.
If, for any reason, we are not able to attract and retain qualified personnel, our business, financial condition, results of operations and cash flows could be adversely affected. 18 Capital financing may not always be available to fund our activities. We usually must spend and risk a significant amount of capital to fund our activities.
Capital financing may not always be available to fund our activities. We usually must spend and risk a significant amount of capital to fund our activities.
Risks Relating to Our Industry We operate in a highly competitive industry, which could adversely affect us in many ways, including our profitability, our ability to grow, and our ability to manage our businesses. We operate in the oil and gas industry and experience intense competition from other independent retail and wholesale gasoline marketing companies.
We operate in the oil and gas industry and experience intense competition from other independent retail and wholesale gasoline marketing companies. The U.S. petroleum marketing business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products.
These factors can lead to sales declines in both gasoline and general merchandise, and in turn have an adverse impact on our business, financial condition, results of operations and cash flows. 16 We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.
Unfavorable economic conditions, higher gasoline prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven. These factors can lead to sales declines in both gasoline and general merchandise, and in turn have an adverse impact on our business, financial condition, results of operations and cash flows.
Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products. We operate in many different locations around the United States.
We operate in many different locations around the United States.
Removed
An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations. The anticipated benefits of the QuickChek acquisition may not be realized or those benefits may take longer to realize than expected.
Added
Our net income is significantly affected by changes in the margins on retail and wholesale gasoline marketing operations. Oil and domestic wholesale gasoline markets are volatile.
Removed
The long-term success of the QuickChek acquisition will depend on our ability to realize the forecasted benefits and cost savings from our acquisition of QuickChek. We may not be able to maintain the growth rate, 15 levels of revenue, earnings, or operating efficiency that we and QuickChek have achieved to-date, or might have achieved separately.
Added
We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products. We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores.
Removed
Many factors affecting our ability to realize anticipated benefits are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and could materially impact our business, financial condition, and results of operations.
Added
Competition from these retailers may reduce our market share and our revenues, and the resulting impact on our business and results of operations could be materially adverse.
Removed
In addition, even upon fully integrating QuickChek into our operations, the full benefits of our acquisition may not be realized, including the synergies, cost savings, or sales or growth opportunities as originally anticipated.
Added
If such efforts continue to be successful, it could have a further negative impact on our nicotine sales.
Removed
An inability to realize the full extent of, or any of, the anticipated benefits of the QuickChek acquisition could have an adverse effect on our financial condition, results of operations, and cash flows.
Added
Any changes in the laws or regulations described above that are adverse to us and our properties could affect our operating and financial performance.
Removed
Oil and domestic wholesale gasoline markets are volatile.
Removed
Unfavorable economic conditions, higher gasoline prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven.
Removed
Furthermore, at some of our locations there are very few suppliers for fuel in that market. An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2025 and beyond.
Removed
On June 21, 2023, the EPA announced a final rule to establish biofuel volume requirement and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023-2025.
Removed
The rule includes steady growth of biofuels for use in the United States' fuel supply for 2023, 2024, and 2025, however the projected growth of Renewable Diesel production could outstrip the statutory mandated biofuel blending requirements. If so, the number of renewable credits available could outpace the demand, resulting in lower prices.
Removed
Sales of nicotine products have historically accounted for an important portion of our total sales of convenience store merchandise.
Removed
Regulations related to wages also affect our business.
Removed
The price at which our common stock trades may fluctuate significantly.
Removed
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock.
Removed
Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis Plan lays out the criteria for classification of risk associated with identified issues based on the potential impact and likelihood of a material, adverse impact on the business, financial condition, results from operation, cash flows or reputation. IT leadership initially reviews these incidents, and this information is shared with our Cyber Disclosure Committee, as required.
Biggest changeAny identified incidents are documented and reviewed in accordance with the Company's Incident Response Plan. This Plan lays out the criteria for classification of risk associated with identified issues based on the potential impact and likelihood of a material, adverse impact on the business, financial condition, results of operations, cash flows or reputation.
Our cyber risk management program is based on recognized best practices for cybersecurity and information technology including the National Institute of Standards and Technology (“NIST”) Cyber Security Framework (“CSF”) and Payment Card Industry Data Security Standard.
Our cyber risk management program is based on recognized best practices for cybersecurity and information technology including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and Payment Card Industry Data Security Standard.
Both our CIO and our CISO each have extensive experience assessing and managing 25 cybersecurity programs and cybersecurity risk across a mix of public and large, private enterprises in the retail space. Our CISO has over 25-years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.
Both our CIO and our CISO each have extensive experience assessing and managing cybersecurity programs and cybersecurity risk across a mix of public and large, private enterprises in the retail space. Our CISO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.
We utilize a variety of methods performed both internally and by third-parties to assess the Company's cyber risk management program including penetration tests, risk assessments and evaluation against the NIST CSF. The effectiveness of controls and safeguards are evaluated on an on-going basis to address current and emerging cyber-risks.
We utilize a variety of methods performed both internally and by third parties to assess the Company's cyber risk management program including penetration tests, risk assessments and evaluation against the NIST CSF. The effectiveness of controls and safeguards are evaluated on an ongoing basis to address current and emerging cyber-risks.
For the 2024 period presented within this Annual Report, Murphy USA is not aware of any threats or cybersecurity incidents that have or are reasonably likely to materially affect our strategy, results of operations or financial condition.
For the 2025 period presented within this Annual Report, Murphy USA is not aware of any threats or cybersecurity incidents that have or are reasonably likely to materially affect our strategy, results of operations or financial condition.
The Audit Committee reviews cybersecurity risks through regular updates from management as needed with no fewer than two reports from management per year, and it monitors the status of ongoing projects to enhance existing information security controls and practices and mitigate the potential risk from evolving cybersecurity threats.
The Audit Committee reviews cybersecurity risks through regular updates from management as needed with typically no fewer than two reports from management in a given annual reporting cycle, and it monitors the status of ongoing projects to enhance existing information security controls and practices and mitigate the potential risk from evolving cybersecurity threats.
Leaders and team members who support our information security program have relevant education and industry experience, including various cybersecurity industry certifications. Together with a third-party, we operate a 24/7 Security Operations Center ("SOC") to monitor the cybersecurity environment and coordinate escalation and remediation of alerts. Any identified incidents are documented and reviewed in accordance with the Company's Incident Response Plan.
Leaders and team members who support our information security program have relevant education and industry experience, including various cybersecurity industry certifications. 25 Together with a third-party, we operate a 24/7 Security Operations Center ("SOC") to monitor the cybersecurity environment and coordinate escalation and remediation of alerts.
We incorporate many resources and tools on both an ad hoc and planned cadence to maintain readiness to withstand and respond to a cyber incident including incident response tabletop exercises, system recovery exercises, simulated phishing email exercises and security awareness training throughout the organization. Murphy USA relies on numerous third-parties to deliver the goods and services offered to our customers.
We incorporate many resources and tools on both an ad hoc and planned cadence to maintain readiness to withstand and respond to a cyber incident including incident response tabletop exercises, system recovery exercises, simulated phishing email exercises and security awareness training throughout the organization.
The Cyber Disclosure Committee is comprised of the Company's VP & General Counsel, the CISO, and the VP, CAO & Treasurer.
IT leadership initially reviews these incidents, and this information is shared with our Cyber Disclosure Committee, as required. The Cyber Disclosure Committee is comprised of the Company's VP & General Counsel, the CISO, and the VP, Interim CFO & Treasurer.
Added
Murphy USA relies on numerous third parties to deliver the goods and services offered to our customers.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeBacon holds a Master of Business Administration from the University of Houston, a Doctorate of Jurisprudence from the University of Tennessee, and a Bachelor of Business Administration degree from the University of Texas at Austin. 28 Blake Segal – Age 44; Senior Vice President, QuickChek since September 2021. Mr.
Biggest changeIn 2018, she was promoted to National Vice President, Sales and Operations and in 2019 was promoted to Senior Vice President, Sales and Operations. Ms. Bacon holds a Master of Business Administration from the University of Houston, a Doctorate of Jurisprudence from the University of Tennessee, and a Bachelor of Business Administration degree from the University of Texas at Austin.
Chumley joined the Company from 7-Eleven Inc., where he served as Senior Product Director, Vice President of Merchandising and Senior Vice President of Innovation. His previous experience includes Sales and Marketing leadership roles with Procter and Gamble, Coca-Cola, Kellogg's and Gillette. Mr. Chumley graduated from the Royal Military College of Canada with a Bachelors of Engineering degree.
Chumley joined the Company from 7-Eleven Inc., where he served as Senior Product Director, Vice President of Merchandising and Senior Vice President of Innovation. His previous experience includes Sales and Marketing leadership roles with Procter & Gamble, Coca-Cola, Kellogg's and Gillette. Mr. Chumley graduated from the Royal Military College of Canada with a Bachelor of Engineering degree.
Click – Age 52; Executive Vice President, Strategy, Growth and Development since March 2024. Prior to his current role, Mr. Click served as Senior Vice President, Strategy and Development since December 2020. Mr. Click joined the Company from KPMG LLP where he served as a Principal in the firm's Energy and Infrastructure Strategy practice.
Click – Age 53; Executive Vice President, Strategy, Growth and Innovation since March 2024. Prior to his current role, Mr. Click served as Senior Vice President, Strategy and Development since December 2020. Mr. Click joined the Company from KPMG LLP where he served as a Principal in the firm's Energy and Infrastructure Strategy practice.
Item 3. LEGAL PROCEEDINGS Murphy USA and its subsidiaries are engaged in a number of legal proceedings, all of which have arisen in the ordinary course of business. See Note 19 “Contingencies” in the accompanying consolidated financial statements for the three years ended December 31, 2024.
Item 3. LEGAL PROCEEDINGS Murphy USA and its subsidiaries are engaged in a number of legal proceedings, all of which have arisen in the ordinary course of business. See Note 19 “Contingencies” in the accompanying audited consolidated financial statements for the three years ended December 31, 2025.
West served as Executive Vice President, Fuels, CFO & Treasurer since August 2013. Ms. West joined Murphy Oil in 1996 and has held positions in Accounting, Employee Benefits, Planning and Investor Relations. In 2007, she was promoted to Vice President & Treasurer for Murphy Oil.
West served as Executive Vice President, Fuels, CFO & Treasurer. Ms. West joined Murphy Oil in 1996 and has held positions in Accounting, Employee Benefits, Planning and Investor Relations. In 2007, she was promoted to Vice President & Treasurer for Murphy Oil.
After graduation he served as a commissioned officer in the Royal Canadian Navy. Mr. Chumley also holds an MBA from Dalhousie University. Renee M. Bacon – Age 55; Senior Vice President, Sales and Operations and Chief Merchandising Officer, since June 2022. Ms. Bacon joined Murphy USA in 2016 as Regional Vice President, Sales and Operations.
After graduation he served as a commissioned officer in the Royal Canadian Navy. Mr. Chumley also holds an MBA from Dalhousie University. Renee M. Bacon – Age 56; Senior Vice President, Sales and Operations, since June 2022. Ms. Bacon joined Murphy USA in 2016 as Regional Vice President, Sales and Operations.
Based on information currently available to the Company, the ultimate resolution of matters referred to in this item is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.
Based on information currently available to the Company, the ultimate resolution of matters referred to in this item is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period. Litigation The State of Delaware has filed a lawsuit against energy companies, including the Company.
The ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined. 27 SUPPLEMENTAL INFORMATION; Information About Our Executive Officers The age at January 1, 2025, present corporate office and length of service in office of each of the Company’s executive officers, as of December 31, 2024, are reported in the following listing.
The ultimate outcome of this matter remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined. 26 SUPPLEMENTAL INFORMATION: Information About Our Executive Officers The age, present corporate office and length of service in office of each of the Company’s executive officers, as of February 17, 2026, are reported in the following listing.
She holds a bachelor’s degree in Finance from the University of Arkansas and a bachelor’s degree in Accounting from Southern Arkansas University. She is a Certified Public Accountant (inactive) and a Certified Treasury Professional. C. Galagher Jeff – Age 54; Executive Vice President, Chief Financial Officer since March 2024. Prior to his current role, Mr.
She holds a bachelor’s degree in Finance from the University of Arkansas and a bachelor’s degree in Accounting from Southern Arkansas University. She is a Certified Public Accountant (inactive) and a Certified Treasury Professional. Donald R. Smith, Jr. – Age 54; Vice President, Interim Chief Financial Officer and Treasurer since October 2025. Mr.
He holds a bachelor of arts degree from Texas A & M University. Robert J. Chumley – Age 60; Senior Vice President, Chief Digital Officer, since June 2022, and was Senior Vice President of Merchandising and Marketing from September 2016. Mr.
He holds a bachelor of arts degree from Texas A&M University. Mr. Click has tendered his voluntary resignation from the Company effective February 20, 2026. Robert J. Chumley – Age 61; Senior Vice President, Innovation, since January 2026, and was Senior Vice President of Merchandising and Marketing from September 2016 and Chief Digital Officer until January 2026. Mr.
Litigation The City of Charleston, South Carolina and the state of Delaware have filed lawsuits against energy companies, including the Company. These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories.
This lawsuit alleges damages as a result of climate change and the plaintiff is seeking unspecified damages and abatement under various tort theories.
Executive officers are elected annually but may be removed from office at any time by the Board of Directors. R. Andrew Clyde – Age 61; President and Chief Executive Officer, Director and Member of the Executive Committee since August 2013. Mr. Clyde has led Murphy USA's successful value-creation strategy since its spin-off in 2013. Mr.
Executive officers are elected annually but may be removed from office at any time by the Board of Directors. Mindy K. West – Age 57; President and Chief Executive Officer since January 2026. Most recently, Ms. West was President and Chief Operating Officer since October 2025. She was named Chief Operating Officer in March 2024. Prior to 2024, Ms.
Removed
Clyde served Booz & Company (and prior to August 2008, Booz Allen Hamilton) in its global energy practice. He joined the firm in 1993, was elected vice president in 2000 and held leadership roles as North American Energy Practice Leader and Dallas office Managing Partner and served on the firm’s Board Nominating Committee. Mr.
Added
Smith has been employed by the Company since its 2013 spin-off from Murphy Oil Corporation, initially serving as Vice President and Controller (and designated as Chief Accounting Officer for reporting purposes). In March 2024, Mr. Smith was also named as the Company’s Treasurer. Prior to his service at Murphy USA, Mr.
Removed
Clyde received a master’s degree in Management with Distinction from the Kellogg Graduate School of Management at Northwestern University. He received a BBA in Accounting and a minor in Geology from Southern Methodist University. Mindy K. West – Age 55; Executive Vice President, Chief Operating Officer since March 2024. Prior to her current role, Ms.
Added
Smith served in progressive roles for over 14 years at KPMG, LLP and departed from KPMG as a Senior Manager in the Audit and Assurance Practice. Mr. Smith earned a Bachelor of Science in Accounting from Louisiana State University in Shreveport and is a Certified Public Accountant. Christopher A.
Removed
Jeff had nearly 25 years of experience across Fortune 500 companies.
Added
Scott G. Woodward – Age 52; Senior Vice President, Merchandising, since January 2026. Mr. Woodward joined Murphy USA in 2008 as a District Manager and has held positions in Sales and Operations, Human Resources, and Merchandising. In 2019, he was promoted to Vice President, Merchandising and in 2026 was promoted to Senior Vice President, Merchandising. Mr.
Removed
From 2023 to March 2024, he was Senior Vice President, FP&A, Treasurer and Chief Transformation Officer at Dollar Tree, from 2020 to 2023, SVP of Finance at Advance Auto Parts, and from 2009 to 2020 he served at Walmart where he held various roles including CFO of Walmart.com, Finance & Strategy Lead for Walmart’s Grocery and General Merchandise Divisions, and Head of Strategy for Walmart US.
Added
Woodward holds a Bachelor of Business Administration degree from Gardner-Webb University. 27 Keith A. Emery – Age 48; Senior Vice President, Fuels, since January 2026. Prior to his current role, Mr. Emery served as the Vice President of Retail Fuels, Vice President of Strategy and Analytics, and Region Vice President of the Southwest Region. Mr.
Removed
He began his career in engineering for General Motors Corporation and previously worked with KPMG and Ernst & Young. Mr. Jeff received his MBA and Masters of Engineering degrees from Kellogg School of Management at Northwestern University and a bachelor’s degree in Electrical engineering from Mississippi State University. Christopher A.
Added
Emery is also a recent graduate of the SMU Cox School of Business leadership academy. Prior to joining Murphy USA, Mr. Emery spent 20 years in progressive roles including district manager across the quick-service restaurant industry. Eric J. Bartko – Age 49; Senior Vice President and Chief Customer Officer, since January 2026.
Removed
In 2018, she was promoted to National Vice President, Sales and Operations and in 2019 was promoted to Senior Vice President, Sales and Operations. Ms.
Added
He leads the Company’s Analytics and Marketing functions to advance an integrated, customer‑centric approach. Mr. Bartko initially joined Murphy USA in 2014 to help build the Company’s analytics capabilities and rejoined in 2020 as Senior Director, Marketing & Merchandising Analytics. He assumed responsibility for Enterprise Analytics in 2022 and was promoted to Vice President in 2023.
Removed
Segal joined the Company from Caesars Entertainment Inc., where he served as Senior Vice President of Operations. His previous roles within Caesars included Vice President of Operations and Vice President of Analytics.
Added
Prior to Murphy USA, he held analytics leadership roles at Altria Group and Greenlight Financial Technology and began his career at Management Science Associates, Inc. He holds a Master of Science from Brown University and a Bachelor of Science from Carnegie Mellon University.
Removed
He also has experience as an independent advisor to Apollo Global Management's private equity unit and has served on the boards of Opportunity Village, Laughlin (NV) Tourism Commission and Mohave (AZ) Airport Authority. Mr. Segal holds a Bachelor of Science degree in Management from the A. B. Freeman School of Business at Tulane University.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases may be affected in the open market, through privately negotiated transactions, through one or more accelerated stock repurchase programs, through a combination of the foregoing or in any other manner in the discretion of management. Purchases will be made subject to available cash, market conditions and compliance with our financing arrangements at any time during the period of authorization.
Biggest changeThis authorization will commence at the conclusion of the existing 2023 authorization. The authorization values exclude any excise tax that may be incurred. Purchases may be effected in the open market, through privately negotiated transactions, through one or more accelerated stock repurchase programs, through a combination of the foregoing or in any other manner in the discretion of management.
Assumes each restricted stock unit is equivalent to one share and each performance unit is equal to two shares. 31 SHAREHOLDER RETURN PERFORMANCE PRESENTATION The following graph presents a comparison of cumulative total shareholder returns (including the reinvestment of dividends) as if a $100 investment was made on December 31, 2019 for the Company, the Standard and Poor’s 500 Stock Index Fund (S&P 500 Index) and the S&P Retail Select Index.
Assumes each restricted stock unit is equivalent to one share and each performance unit is equal to two shares. 30 SHAREHOLDER RETURN PERFORMANCE PRESENTATION The following graph presents a comparison of cumulative total shareholder returns (including the reinvestment of dividends) as if a $100 investment was made on December 31, 2020 for the Company, the Standard and Poor’s 500 Stock Index Fund (S&P 500 Index) and the S&P Retail Select Index.
See “Management's Discussion and Analysis of Financial Condition and Operating Results—Capital Resources and Liquidity—Debt” and Note 9 “Long-Term Debt” to the accompanying audited consolidated financial statements for the three years ended December 31, 2024 for additional information.
See “Management's Discussion and Analysis of Financial Condition and Operating Results—Capital Resources and Liquidity—Debt” and Note 9 “Long-Term Debt” to the accompanying audited consolidated financial statements for the three years ended December 31, 2025 for additional information.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange using “MUSA” as the trading symbol. There were 1,418 stockholders of record as of December 31, 2024.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange using “MUSA” as the trading symbol. There were 1,356 stockholders of record as of December 31, 2025.
We declared and paid dividends of $1.79 per share during 2024, $1.55 per share in 2023, $1.27 per share in 2022, and we expect to continue quarterly dividend payments in the future.
We declared and paid dividends of $2.15 per share during 2025, $1.79 per share in 2024, $1.55 per share in 2023, and we expect to continue quarterly dividend payments in the future.
As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization. 30 Below is detail of the company's common share repurchases during the fourth quarter of 2024.
As of December 31, 2025, we had approximately $291.9 million remaining under our 2023 authorization. 29 Below is detail of the company's common share repurchases during the fourth quarter of 2025.
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (a) (b) (c) Equity compensation plans approved by security holders 444,795 $180.68 1,612,373 Equity compensation plans not approved by security holders — — — Total 444,795 $180.68 1,612,373 (1) Amounts in this column include outstanding restricted stock units (including performance units).
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights 1 Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 2 (a) (b) (c) Equity compensation plans approved by security holders 388,893 $222.54 1,533,925 Equity compensation plans not approved by security holders — — — Total 388,893 $222.54 1,533,925 1 Amounts in this column include outstanding restricted stock units (including performance units). 2 Number of shares available for issuance as of December 31, 2025 under the 2023 Omnibus Incentive Compensation Plan.
On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. The authorization value excludes any excise tax that may be incurred.
On May 2, 2023, the Board of Directors approved a share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. On October 29, 2025, the Company announced that the Board of Directors approved a new share repurchase authorization of up to $2.0 billion to be executed by December 31, 2030.
We may use cash from operations as well as draws under our credit facilities to effect purchases. During the year 2024, we repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes. Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization.
During the year 2025, we repurchased a total of 1,536,701 common shares for approximately $652.0 million, at an average price of $424.28 per share, including brokerage fees and accrued excise taxes. Repurchases in 2025 were made pursuant to our $1.5 billion 2023 authorization.
Issuer Purchases of Equity Securities Total Number Approximate of Shares Dollar Value of Purchased as Shares That May Total Number Average Part of Publicly Yet Be Purchased of Shares Price Paid Announced Plans Under the Plans Purchased Per Share or Programs or Programs 1 October 1, 2024 to October 31, 2024 51,840 $ 482.26 51,840 $ 1,037,839,808 November 1, 2024 to November 30, 2024 70,329 526.04 70,329 1,000,843,593 December 1, 2024 to December 31, 2024 117,504 536.18 117,504 937,840,035 Three Months Ended December 31, 2024 239,673 $ 521.54 239,673 $ 937,840,035 1 Terms of the repurchase plan authorized by the Murphy USA Inc.
Issuer Purchases of Equity Securities Total Number Approximate of Shares Dollar Value of Purchased as Shares That May Total Number Average Part of Publicly Yet Be Purchased of Shares Price Paid Announced Plans Under the Plans Purchased Per Share or Programs or Programs 1 October 1, 2025 to October 31, 2025 54,463 $ 383.89 54,463 $ 337,837,756 November 1, 2025 to November 30, 2025 68,480 365.05 68,480 312,839,131 December 1, 2025 to December 31, 2025 52,503 398.52 52,503 291,915,806 Three Months Ended December 31, 2025 175,446 $ 380.91 175,446 $ 291,915,806 1 Terms of the repurchase plan authorized by the Murphy USA Inc.
S&P 500 Index S&P Retail Select Index December 31, 2019 $ 100 $ 100 $ 100 December 31, 2020 $ 112 $ 116 $ 140 December 31, 2021 $ 172 $ 148 $ 199 December 31, 2022 $ 242 $ 119 $ 134 December 31, 2023 $ 311 $ 148 $ 160 December 31, 2024 $ 439 $ 182 $ 177 Item 6.
S&P 500 Index S&P Retail Select Index December 31, 2020 $ 100 $ 100 $ 100 December 31, 2021 $ 153 $ 127 $ 142 December 31, 2022 $ 216 $ 102 $ 96 December 31, 2023 $ 277 $ 127 $ 114 December 31, 2024 $ 392 $ 157 $ 126 December 31, 2025 $ 317 $ 182 $ 135 Item 6.
Removed
On December 1, 2021, our Board of Directors approved a share repurchase authorization of up to $1 billion that we began to utilize upon the completion of our 2020 $500 million share repurchase authorization. The 2021 authorization was completed in October 2023.
Added
Purchases will be made subject to available cash, market conditions and compliance with our financing arrangements at any time during the period of authorization. We may use cash from operations as well as draws under our credit facilities to effect purchases.
Removed
(2) Number of shares available for issuance as of December 31, 2024 under the 2023 Omnibus Incentive Compensation Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeInterest payable on the Revolving Facility is based on either: • the term secured overnight financing rate, plus 0.10% credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0% floor; or • the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted SOFR Rate plus 1.00% per annum, plus, (A) in the case of Adjusted SOFR Rate borrowings, a spread of 1.75% to 2.25% per annum depending on a total debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, spreads ranging from 0.75% to 1.25% per annum depending on a total debt to EBITDA ratio.
Biggest changePursuant to the credit agreement, the applicable margin, (A) in the case of Adjusted SOFR Rate borrowings, (i) with respect to the Revolving Facility, ranges from 1.25% to 2.00% per annum depending on a total debt to EBITDA ratio and (ii) with respect to the Term Facility, is 1.75% per annum and (B) in the case of Alternate Base Rate borrowings (i) with respect to the Revolving Facility, ranges from 0.25% to 1.00% per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, is 0.75% per annum.
The Company is occasionally challenged by taxing authorities over the amount and/or timing of recognition of revenues and deductions in its various income tax returns. Although the Company believes it has adequate accruals for matters not resolved with various taxing authorities, gains or losses could occur in future years from changes in estimates or resolution of outstanding 47 matters.
The Company is occasionally challenged by taxing authorities over the amount and/or timing of recognition of revenues and deductions in its various income tax returns. Although the Company believes it has adequate accruals for matters not resolved with various taxing authorities, gains or losses could occur in future years from changes in estimates or resolution of outstanding matters.
Our impairment evaluations are based on assumptions we deem to be reasonable. If the actual results of our retail stores are not consistent with the estimates and judgments, we have made in estimating future cash flows and determining fair values, our actual impairment losses could vary positively or negatively from our estimated impairment losses.
Our impairment evaluations are based on assumptions we deem to be reasonable. If the actual results of our retail stores are not consistent with the estimates and judgments, we have made in estimating future cash flows and determining fair values, our actual impairment losses could vary positively or negatively from our 45 estimated impairment losses.
To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements and other corporate initiatives. There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit 34 facilities, obtain commitments for our incremental facility, or obtain and draw upon other credit facilities.
To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements and other corporate initiatives. There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit facilities, obtain commitments for our incremental facility, or obtain and draw upon other credit facilities.
These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with respect to the timing and amount of future revenues and expenses, the weighted average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired.
These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with 46 respect to the timing and amount of future revenues and expenses, the weighted-average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired.
The Senior Notes are structurally subordinated to all of the existing and 43 future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes. Revolving Credit Facility and Term Loan Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.
The Senior Notes are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes. Revolving Credit Facility and Term Loan Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.
Critical Accounting Policies Goodwill and intangible assets Goodwill represents the excess of the aggregate of the consideration transferred over the net assets acquired and liabilities assumed and is tested annually for impairment, or more frequently if there are indicators 46 of impairment.
Critical Accounting Policies Goodwill and intangible assets Goodwill represents the excess of the aggregate of the consideration transferred over the net assets acquired and liabilities assumed and is tested annually for impairment, or more frequently if there are indicators of impairment.
EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisitions, and other non-operating (income) expense).
EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisitions, restructuring expenses, and other non-operating (income) expense).
The Senior Notes and related guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness.
The Senior Notes and related guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future 42 secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness.
Same store sales ("SSS") metric includes aggregated individual store results for all stores open throughout both periods presented. For all periods presented, the store must have been open for the entire calendar year to be 37 included in the comparison.
Same store sales ("SSS") metric includes aggregated individual store results for all stores open throughout both periods presented. For all periods presented, the store must have been open for the entire calendar year to be included in the comparison.
FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K 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.
FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks 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.
Remodeled stores that remained open or were closed for just a very brief time (less than a month) during the period being compared remain in the same store sales calculation.
Remodeled stores that remained open or were closed for just a very brief time 36 (less than a month) during the period being compared remain in the same store sales calculation.
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 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 48 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.
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.
See Note 11 “Income Taxes” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024 for a further discussion of our tax liabilities. Asset Retirement Obligations We operate above ground and underground storage tanks at our facilities. We recognize the estimated future cost to remove these underground storage tanks (“USTs”) over their estimated useful lives.
See Note 11 “Income Taxes” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025 for a further discussion of our tax liabilities. Asset Retirement Obligations We operate above-ground and underground storage tanks at our facilities. We recognize the estimated future cost to remove these underground storage tanks (“USTs”) over their estimated useful lives.
It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business. • Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the two years ended December 31, 2024. • Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the two years ended December 31, 2024.
It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business. • Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the two years ended December 31, 2025. • Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the two years ended December 31, 2025.
These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply, overall demand, prices of crude oil, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, new or changing legislation around nicotine products and e-cigarettes as well as fuel economy and vehicle emission standards, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions that lower consumer purchasing power such as inflation, and competition in the local markets in which we operate.
These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply including the impact of potential tariffs, overall demand and prices of crude oil, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, new or changing legislation around nicotine products and e-cigarettes as well as fuel economy and vehicle emission standards, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions that lower consumer purchasing power such as inflation, and competition in the local markets in which we operate.
Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, the dollar amount of these obligations could change as more information is obtained. There were no material changes in our asset retirement obligation estimates during 2024, 2023, or 2022.
Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, the dollar amount of these obligations could change as more information is obtained. There were no material changes in our asset retirement obligation estimates during 2025, 2024, or 2023.
Our business model does not depend on our ability to generate revenues from RINs, and we have historically observed that changes in revenue are typically coupled with offsetting changes in cost of goods that minimizes the majority of any revenue movement. Revenue from the sales of RINs is included in Other operating revenues in the Consolidated Statements of Income.
Our business model does not depend on our ability to generate revenues from RINs, and we have historically observed that changes in revenue are typically coupled with offsetting changes in cost of goods that minimize the majority of any revenue movement. Revenue from the sales of RINs is included in Other operating revenues in the Consolidated Statements of Income.
We intend to fund our capital program in 2025 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility. We believe that our business will continue to grow in the future as we maintain a pipeline of desirable future store locations for development.
We intend to fund our capital program in 2026 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility. We believe that our business will continue to grow in the future as we maintain a pipeline of desirable future store locations for development.
See Note 18 “Commitments” in the audited consolidated financial statements for the year ended December 31, 2024. Capital Spending Capital spending and investments in our Marketing segment relate primarily to the acquisition of land and the construction of new Company stores. Our Marketing capital is also deployed to improve our existing stores, which we refer to as maintenance capital.
See Note 18 “Commitments” in the audited consolidated financial statements for the year ended December 31, 2025. Capital Spending Capital spending and investments in our Marketing segment relate primarily to the acquisition of land and the construction of new Company stores. Our Marketing capital is also deployed to improve our existing stores, which we refer to as maintenance capital.
See also Note 10 “Asset Retirement Obligation” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024. Business combinations We account for business combinations using the purchase method of accounting. The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred.
See also Note 10 “Asset Retirement Obligation” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025. Business combinations We account for business combinations using the purchase method of accounting. The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred.
Our revenues are impacted by the ability to leverage our diverse supply infrastructure in pursuit of obtaining the lowest cost of fuel supply available; for example, activities such as blending bulk fuel with renewable fuels (ethanol and bio-diesel) to capture and subsequently sell RINs.
Our revenues are impacted by the ability to leverage our diverse supply infrastructure in pursuit of obtaining the lowest cost of fuel supply available; for example, activities such as blending bulk fuel with renewable fuels (ethanol) to capture and subsequently sell RINs.
Newly constructed stores do not enter the calculation until they are open for each full calendar year for the periods being compared (open by January 1, 2023, for the stores being compared in the 2024 versus 2023 comparison). Acquired stores are not included in the calculation of same stores for the first 12 months after the acquisition.
Newly constructed stores do not enter the calculation until they are open for each full calendar year for the periods being compared (open by January 1, 2024, for the stores being compared in the 2025 versus 2024 comparison). Acquired stores are not included in the calculation of same stores for the first 12 months after the acquisition.
It should be read in conjunction with the consolidated financial statements and notes included in this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2024 and 2023 items and the year-to-year comparison between 2024 and 2023.
It should be read in conjunction with the consolidated financial statements and notes included in this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2025 and 2024 items and the year-to-year comparison between 2025 and 2024.
If the Company revises the useful life, the unamortized balance is amortized over the use life on a prospective basis. Indefinite-lived intangibles are tested annually for impairment, or more often if indicators warrant.
If the Company revises the useful life, the unamortized balance is amortized over the remaining useful life on a prospective basis. Indefinite-lived intangibles are tested annually for impairment, or more often if indicators warrant.
See Note 18 “Commitments” in the audited consolidated financial statements for the three years ended December 31, 2024, included in this Annual Report on Form 10-K for more information.
See Note 18 “Commitments” in the audited consolidated financial statements for the three years ended December 31, 2025, included in this Annual Report on Form 10-K for more information.
Business Segments The Company has one operating segment which is Marketing. The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.
Business Segment The Company has one operating segment which is Marketing. The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025.
See "—Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below. See also Note 9 "Long-Term Debt" in the accompanying consolidated financial statements for the three years ended December 31, 2024.
See "Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below. See also Note 9 "Long-Term Debt" in the accompanying audited consolidated financial statements for the three years ended December 31, 2025.
Non-GAAP Measures The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2024.
Non-GAAP Measures The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2025.
Discussions of 2022 items and the year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in the Form 10-K for the year ended December 31, 2023, filed on February 16, 2024.
Discussions of 2023 items and the year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K and can be found in the Form 10-K for the year ended December 31, 2024, filed on February 20, 2025.
During 2024, other operating revenue included the sales of 221.4 million RINs compared to the 242.7 million of sales in 2023. Merchandise sales were up 3.1% in 2024 to $4.2 billion compared to $4.1 billion in 2023 primarily due to higher retail prices across the chain in most categories and an increased number of stores with larger formats.
During 2025, other operating revenue included the sales of 218.3 million RINs compared to the 221.4 million of sales in 2024. 38 Merchandise sales were up 2.1% in 2025 to $4.3 billion compared to $4.2 billion in 2024 primarily due to higher retail prices across the chain in most categories and an increased number of stores with larger formats.
Total merchandise contribution dollars on a SSS basis improved 2.7%, with an increase of 7.3% in nicotine product margins and was partially offset by a 1.0% decrease in non-nicotine product margins. Store and other operating expenses increased $49.8 million, or 4.9%, in 2024 compared to 2023 levels.
Total merchandise contribution dollars on a SSS basis improved 2.3%, with an increase of 5.0% in nicotine product margins and was partially offset by a 0.1% decrease in non-nicotine product margins. Store and other operating expenses increased $43.9 million, or 4.1%, in 2025 compared to 2024 levels.
Similar changes may occur in the future that will require us to record impairment charges. We have not made any material change in the methodology used to estimate future cash flows of retail store locations during the past three years. In 2024, we recorded an impairment charge of $8.2 million.
Similar changes may occur in the future that will require us to record impairment charges. We have not made any material change in the methodology used to estimate future cash flows of retail store locations during the past three years. In 2025 and 2024, we recorded impairment charges of $5.3 million and $8.2 million, respectively.
A summary of the Company’s earnings by business function follows: Year ended December 31, (millions of dollars) 2024 2023 2022 Marketing segment $ 580.2 $ 630.9 $ 740.9 Corporate and other assets (77.7) (74.1) (68.0) Net income $ 502.5 $ 556.8 $ 672.9 Net income for 2024 decreased compared to 2023, primarily due to: • Lower total fuel contribution; • Higher store operating expenses, excluding payment fees; • Higher depreciation and amortization expense; • Higher impairment charge 35 The items below partially offset the decrease in earnings in the current period: • Higher merchandise contribution; • Lower income tax expense; • Lower selling, general and administrative ("SG&A") expenses Financial Summary of 2024 Compared to 2023 Revenues for the year ended December 31, 2024 decreased $1.3 billion, or 6.0%, compared to 2023.
A summary of the Company’s earnings by business function follows: Year ended December 31, (millions of dollars) 2025 2024 2023 Marketing segment $ 577.3 $ 580.2 $ 630.9 Corporate and other assets (106.7) (77.7) (74.1) Net income $ 470.6 $ 502.5 $ 556.8 Net income for 2025 decreased compared to 2024, primarily due to: • Higher store operating expenses, excluding payment fees; • Higher depreciation and amortization expense; • Restructuring expenses 34 The items below partially offset the decrease in earnings in the current period: • Higher merchandise contribution; • Higher total fuel contribution; • Lower income tax expense; • Lower selling, general and administrative ("SG&A") expenses Financial Summary of 2025 Compared to 2024 Revenues for the year ended December 31, 2025 decreased approximately $0.9 billion, or 4.2%, compared to 2024.
Fuel Twelve Months Ended December 31, Key Operating Metrics 2024 2023 2022 Total retail fuel contribution ($ Millions) $ 1,356.7 $ 1,324.0 $ 1,405.0 Total PS&W contribution ($ Millions) (16.6) (144.9) (80.8) RINs (included in Other operating revenues on Consolidated Statements of Income) ($ Millions) 129.6 328.6 305.8 Total fuel contribution ($ Millions) $ 1,469.7 $ 1,507.7 $ 1,630.0 Retail fuel volume - chain (Million gal) 4,820.8 4,803.7 4,751.5 Retail fuel volume - per store (K gals APSM) 1 240.6 242.0 244.6 Retail fuel volume - per store (K gal SSS) 2 237.6 237.8 240.9 Total fuel contribution (cpg) 30.5 31.4 34.3 Retail fuel margin (cpg) 28.1 27.6 29.6 PS&W including RINs contribution (cpg) 2.4 3.8 4.7 1 APSM metric includes all stores open through the date of calculation 2 2023 and 2022 amounts not revised for 2024 raze-and-rebuild activity The reconciliation of the total fuel contribution to the Consolidated Statements of Income is as follows: Twelve Months Ended December 31, (Millions of dollars) 2024 2023 2022 Petroleum product sales $ 15,891.8 $ 17,104.4 $ 19,230.1 Less Petroleum product cost of goods sold (14,556.4) (15,929.7) (17,910.1) Plus RINs and other (included in Other Operating Revenues line) 134.3 333.0 310.0 Total fuel contribution $ 1,469.7 $ 1,507.7 $ 1,630.0 38 Merchandise Twelve Months Ended December 31, Key Operating Metrics 2024 2023 2022 Total merchandise contribution ($ Millions) $ 833.7 $ 803.4 $ 767.1 Total merchandise sales ($ Millions) $ 4,214.8 $ 4,089.3 $ 3,903.2 Total merchandise sales ($K SSS) 1,2 $ 205.6 $ 199.8 $ 193.0 Merchandise unit margin (%) 19.8 % 19.7 % 19.7 % Nicotine contribution ($K SSS) 1,2 $ 19.4 $ 18.4 $ 17.7 Non-nicotine contribution ($K SSS) 1,2 $ 21.6 $ 21.3 $ 20.2 Total merchandise contribution ($K SSS) 1,2 $ 41.0 $ 39.7 $ 37.9 1 2023 and 2022 amounts not revised for 2024 raze-and-rebuild activity 2 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) Same store sales information compared to APSM metrics: Variance from prior year periods December 31, 2024 December 31, 2023 December 31, 2022 SSS 1 APSM 2 SSS 1 APSM 2 SSS 1 APSM 2 Fuel gallons per month (1.1) % (0.6) % (1.8) % (1.0) % 5.4 % 6.6 % Merchandise sales 2.3 % 2.6 % 2.7 % 2.9 % 2.9 % 3.7 % Nicotine sales 4.3 % 3.8 % 3.5 % 2.9 % 2.9 % 2.3 % Non-nicotine sales (1.0) % 0.4 % 1.4 % 3.1 % 3.1 % 6.3 % Merchandise margin 2.7 % 3.3 % 3.0 % 2.9 % 5.1 % 6.8 % Nicotine margin 7.3 % 6.1 % 4.3 % 2.7 % 5.5 % 4.2 % Non-nicotine margin (1.0) % 0.8 % 1.9 % 3.8 % 4.7 % 9.6 % 1 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) 2 Includes all activity associated with our loyalty program(s) Financial Summary of 2024 Compared to 2023 The Marketing segment had total revenues of $20.2 billion in 2024 compared to $21.5 billion in 2023, a decrease of $1.3 billion, due primarily to a lower average retail fuel sales price and lower PS&W revenues, which were partially offset by higher merchandise sales revenue and an increase in fuel volumes sold.
Fuel Twelve Months Ended December 31, Key Operating Metrics 2025 2024 2023 Total retail fuel contribution ($ Millions) $ 1,364.3 $ 1,356.7 $ 1,324.0 Total PS&W contribution ($ Millions) (87.3) (16.6) (144.9) RINs (included in Other operating revenues on Consolidated Statements of Income) ($ Millions) 211.7 129.6 328.6 Total fuel contribution ($ Millions) $ 1,488.7 $ 1,469.7 $ 1,507.7 Retail fuel volume - chain (Million gal) 4,849.0 4,820.8 4,803.7 Retail fuel volume - per store (K gal APSM) 1 235.8 240.6 242.0 Retail fuel volume - per store (K gal SSS) 2 233.8 237.6 237.8 Total fuel contribution (cpg) 30.7 30.5 31.4 Retail fuel margin (cpg) 28.1 28.1 27.6 PS&W including RINs contribution (cpg) 2.6 2.4 3.8 1 APSM metric includes all stores open through the date of calculation 2 2024 and 2023 amounts not revised for 2025 raze-and-rebuild activity The reconciliation of the total fuel contribution to the Consolidated Statements of Income is as follows: Twelve Months Ended December 31, (Millions of dollars) 2025 2024 2023 Petroleum product sales $ 14,862.8 $ 15,891.8 $ 17,104.4 Less Petroleum product cost of goods sold (13,589.8) (14,556.4) (15,929.7) Plus RINs and other (included in Other Operating Revenues line) 215.7 134.3 333.0 Total fuel contribution $ 1,488.7 $ 1,469.7 $ 1,507.7 37 Merchandise Twelve Months Ended December 31, Key Operating Metrics 2025 2024 2023 Total merchandise contribution ($ Millions) $ 869.0 $ 833.7 $ 803.4 Total merchandise sales ($ Millions) $ 4,303.8 $ 4,214.8 $ 4,089.3 Total merchandise sales ($K SSS) 1,2 $ 205.3 $ 205.6 $ 199.8 Merchandise unit margin (%) 20.2 % 19.8 % 19.7 % Nicotine contribution ($K SSS) 1,2 $ 20.1 $ 19.4 $ 18.4 Non-nicotine contribution ($K SSS) 1,2 $ 22.0 $ 21.6 $ 21.3 Total merchandise contribution ($K SSS) 1,2 $ 42.1 $ 41.0 $ 39.7 1 2024 and 2023 amounts not revised for 2025 raze-and-rebuild activity 2 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) Same store sales information compared to APSM metrics: Variance from prior year periods December 31, 2025 December 31, 2024 December 31, 2023 SSS 1 APSM 2 SSS 1 APSM 2 SSS 1 APSM 2 Fuel gallons per month (2.6) % (2.0) % (1.1) % (0.6) % (1.8) % (1.0) % Merchandise sales (0.3) % (0.3) % 2.3 % 2.6 % 2.7 % 2.9 % Nicotine sales (0.3) % (0.8) % 4.3 % 3.8 % 3.5 % 2.9 % Non-nicotine sales (0.4) % 0.5 % (1.0) % 0.4 % 1.4 % 3.1 % Merchandise margin 2.3 % 1.8 % 2.7 % 3.3 % 3.0 % 2.9 % Nicotine margin 5.0 % 3.3 % 7.3 % 6.1 % 4.3 % 2.7 % Non-nicotine margin (0.1) % 0.1 % (1.0) % 0.8 % 1.9 % 3.8 % 1 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) 2 Includes all activity associated with our loyalty program(s) Financial Summary of 2025 Compared to 2024 The Marketing segment had total revenues of $19.4 billion in 2025 compared to $20.2 billion in 2024, a decrease of approximately $0.9 billion, due primarily to a lower average retail fuel sales price, which were partially offset by higher merchandise sales revenue, an increase in fuel volumes sold and higher PS&W revenues.
We also have a mix of convenience stores and retail gasoline stores in New Jersey and New York that operate under the QuickChek ® brand, comprising our Northeast region. At December 31, 2024, we had a total of 1,757 Company stores in 27 states, of which 1,601 were Murphy branded and 156 were under the QuickChek brand.
We also have a mix of convenience stores and retail gasoline stores in New Jersey and New York that operate under the QuickChek ® brand, comprising our Northeast region. At December 31, 2025, we had a total of 1,800 Company stores in 27 states, of which 1,649 were Murphy branded and 151 were under the QuickChek brand.
See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024. Investing Activities For the year ended December 31, 2024, cash required by investing activities was $445.8 million compared to cash required by investing activities of $323.6 million in 2023.
See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2025. 40 Investing Activities For the year ended December 31, 2025, cash required by investing activities was $436.0 million compared to cash required by investing activities of $445.8 million in 2024.
Store and other operating expenses increased $49.8 million, or 4.9%, in 2024 due primarily to higher employee related expenses and maintenance costs at existing stores combined with increases in net new store operating expenses.
Store and other operating expenses increased $43.9 million, or 4.1%, in 2025 due primarily to higher employee related expenses and maintenance costs at existing stores combined with increases in net new store operating expenses.
If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including an ability to make restricted payments in cash in an aggregate amount not to exceed the greater of $119.6 million, or 4.5% of consolidated net tangible assets over the life of the credit agreement.
If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including an ability to make restricted payments in cash in an aggregate amount not to exceed the greater of (a) $400.0 million, or (b) 15.0% of consolidated net tangible assets, estimated at $424.3 million as of December 31, 2025, over the life of the credit agreement.
At December 31, 2024, our total leverage ratio was 1.80 to 1.0 which meant our ability at that date to make restricted payments was not limited.
At December 31, 2025, our total leverage ratio was 2.11 to 1.0 which meant our ability at that date to make restricted payments was not limited.
On an average per store month ("APSM") basis, store operating expenses excluding payment fees and rent increased 5.4% in 2024, primarily attributable to increased employee related expenses and higher maintenance costs.
On an average per store month ("APSM") basis, store operating expenses excluding payment fees and rent increased 3.1% in 2025, primarily attributable to increased employee related expenses and higher maintenance costs.
However, non-GAAP measures are not a substitute for GAAP disclosures, and EBITDA and Adjusted EBITDA may be prepared differently by us than by other companies using similarly titled non-GAAP measures. 40 The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as follows: Years Ended December 31, (Millions of dollars) 2024 2023 2022 Net income $ 502.5 $ 556.8 $ 672.9 Income tax expense (benefit) 149.1 177.6 210.9 Interest expense, net of investment income 90.7 91.6 82.3 Depreciation and amortization 248.0 228.7 220.4 EBITDA $ 990.3 $ 1,054.7 $ 1,186.5 Impairment of properties 8.2 — — Accretion of asset retirement obligations 3.2 3.0 2.7 (Gain) loss on sale of assets 4.5 0.8 (2.1) Acquisition related costs — — 1.5 Other nonoperating (income) expense 0.6 — 2.3 Adjusted EBITDA $ 1,006.8 $ 1,058.5 $ 1,190.9 Capital Resources and Liquidity Significant Sources of Capital As of December 31, 2024, we had $47.0 million of cash and cash equivalents.
However, non-GAAP measures are not a substitute for GAAP disclosures, and EBITDA and Adjusted EBITDA may be prepared differently by us than by other companies using similarly titled non-GAAP measures. 39 The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as follows: Years Ended December 31, (Millions of dollars) 2025 2024 2023 Net income $ 470.6 $ 502.5 $ 556.8 Income tax expense (benefit) 138.6 149.1 177.6 Interest expense, net of investment income 110.7 90.7 91.6 Depreciation and amortization 276.8 248.0 228.7 EBITDA $ 996.7 $ 990.3 $ 1,054.7 Impairment of properties 5.3 8.2 — Restructuring expense 12.6 — — Accretion of asset retirement obligations 3.4 3.2 3.0 (Gain) loss on sale of assets 2.8 4.5 0.8 Other nonoperating (income) expense (1.4) 0.6 — Adjusted EBITDA $ 1,019.4 $ 1,006.8 $ 1,058.5 Capital Resources and Liquidity Significant Sources of Capital As of December 31, 2025, we had $28.9 million of cash and cash equivalents.
(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Years Ended December 31, Marketing Segment 2024 2023 2022 Operating revenues Petroleum product sales $ 15,891.8 $ 17,104.4 $ 19,230.1 Merchandise sales 4,214.8 4,089.3 3,903.2 Other operating revenue 137.1 335.2 312.1 Total operating revenues 20,243.7 21,528.9 23,445.4 Operating expenses Petroleum product cost of goods sold 14,556.4 15,929.7 17,910.1 Merchandise cost of goods sold 3,381.1 3,285.9 3,136.1 Store and other operating expenses 1,064.4 1,014.6 976.5 Depreciation and amortization 229.8 211.9 204.8 Impairment of properties 8.2 — — Selling, general and administrative 235.4 240.5 232.5 Accretion of asset retirement obligations 3.2 3.0 2.7 Total operating expenses 19,478.5 20,685.6 22,462.7 Gain (loss) on sale of assets (4.6) (0.7) (0.7) Income (loss) from operations 760.6 842.6 982.0 Other income (expense) Interest expense (8.4) (8.9) (9.0) Other nonoperating income — 0.2 — Total other income (expense) (8.4) (8.7) (9.0) Income (loss) before income taxes 752.2 833.9 973.0 Income tax expense (benefit) 172.0 203.0 232.1 Net Income (loss) from operations $ 580.2 $ 630.9 $ 740.9 Total nicotine sales revenue per same store sales 1,2 $ 132.0 $ 127.2 $ 123.3 Total non-nicotine sales revenue per same store sales 1,2 73.6 72.6 69.7 Total merchandise sales revenue per same store sales 1,2 $ 205.6 $ 199.8 $ 193.0 1 2023 and 2022 amounts not revised for 2024 raze-and-rebuild activity (see SSS definition below) 2 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) Store count at end of period 1,757 1,733 1,712 Total store months during the period 20,632 20,535 20,172 Average Per Store Month ("APSM") metric includes all stores open through the date of the calculation, including stores acquired during the period.
(Millions of dollars, except revenue per same store sales (in thousands) and store counts) Years Ended December 31, Marketing Segment 2025 2024 2023 Operating revenues Petroleum product sales $ 14,862.8 $ 15,891.8 $ 17,104.4 Merchandise sales 4,303.8 4,214.8 4,089.3 Other operating revenues 216.9 137.1 335.2 Total operating revenues 19,383.5 20,243.7 21,528.9 Operating expenses Petroleum product cost of goods sold 13,589.8 14,556.4 15,929.7 Merchandise cost of goods sold 3,434.8 3,381.1 3,285.9 Store and other operating expenses 1,108.3 1,064.4 1,014.6 Depreciation and amortization 250.8 229.8 211.9 Impairment of properties 5.3 8.2 — Selling, general and administrative 231.5 235.4 240.5 Accretion of asset retirement obligations 3.4 3.2 3.0 Total operating expenses 18,623.9 19,478.5 20,685.6 Gain (loss) on sale of assets (2.5) (4.6) (0.7) Income (loss) from operations 757.1 760.6 842.6 Other income (expense) Interest expense (8.0) (8.4) (8.9) Other nonoperating income — — 0.2 Total other income (expense) (8.0) (8.4) (8.7) Income (loss) before income taxes 749.1 752.2 833.9 Income tax expense (benefit) 171.8 172.0 203.0 Net Income (loss) from operations $ 577.3 $ 580.2 $ 630.9 Total nicotine sales revenue same store sales 1,2 $ 130.9 $ 132.0 $ 127.2 Total non-nicotine sales revenue same store sales 1,2 74.4 73.6 72.6 Total merchandise sales revenue same store sales 1,2 $ 205.3 $ 205.6 $ 199.8 1 2024 and 2023 amounts not revised for 2025 raze-and-rebuild activity (see SSS definition below) 2 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) Store count at end of period 1,800 1,757 1,733 Total store months during the period 21,123 20,632 20,535 APSM metric includes all stores open through the date of the calculation, including stores acquired during the period.
Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 30.5 cpg in 2024, compared to 31.4 cpg in 2023.
Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results that include Renewable Identification Numbers ("RINs")) was 30.7 cpg in 2025, compared to 30.5 cpg in 2024.
The decrease in revenue was primarily due to 5.8% lower average retail fuel sales prices, which decreased 19 cpg, and lower PS&W revenues, which were partially offset by a 3.1% increase in merchandise sales revenues and an increase of 0.4% in fuel sales volumes. Cost of sales decreased $1.3 billion, or 6.7%, compared to 2023.
The decrease in revenues was primarily due to 7.5% lower average retail fuel sales prices, which decreased 23 cpg, which were partially offset by a 2.1% increase in merchandise sales revenues, an increase of 0.6% in fuel sales volumes and higher PS&W revenues. Cost of sales decreased $0.9 billion, or 5.1%, compared to 2024.
The lower costs were primarily due to lower fuel cost, which decreased 8.6%, and was partially offset by a 2.9% increase in merchandise cost of goods sold and the 0.4% increase in fuel volumes sold.
The lower costs were primarily due to lower fuel cost, which decreased 6.6%, and was partially offset by a 1.6% increase in merchandise cost of goods sold.
As of December 31, 2024, we had $1.3 billion of Senior Notes and a $386 million term loan outstanding. We believe that we will generate sufficient cash from operations to fund our ongoing operating requirements and service our debt obligations.
As of December 31, 2025, we had $1.3 billion of Senior Notes, $183.0 million outstanding under our revolving credit facility and a $600 million term loan outstanding. We believe that we will generate sufficient cash from operations to fund our ongoing operating requirements and service our debt obligations.
Depreciation and amortization expense in 2024 increased $19.3 million, or 8.4%, due primarily to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity during the year. In 2024, we recorded an impairment of properties charge of $8.2 million compared to none in 2023, primarily due to competitive pressures in a few Northeast markets.
Depreciation and amortization expense in 2025 increased $28.8 million, or 11.6%, due primarily to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity during the year. In 2025, we recorded an impairment of properties charge of $5.3 million compared to $8.2 million in 2024, primarily due to competitive pressures in certain Northeast markets.
As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization. 42 Debt Our long-term debt at December 31, 2024 and 2023 was as set forth below: December 31, (Millions of dollars) 2024 2023 5.625% senior notes due 2027 (net of unamortized discount of $0.9 at 2024 and $1.3 at 2023) $ 299.1 $ 298.7 4.75% senior notes due 2029 (net of unamortized discount of $3.0 at 2024 and $3.6 at 2023) 497.0 496.4 3.75% senior notes due 2031 (net of unamortized discount of $3.8 at 2024 and $4.4 at 2023) 496.2 495.6 Term loan due 2028 (effective interest rate of 6.44% at 2024 and 7.23% at 2023) net of unamortized discount of $0.4 at 2024 and $0.6 at 2023 385.6 389.4 Revolving credit facility, due 2026 (weighted average interest rate of 7.55% at December 31, 2024 56.0 — Capitalized lease obligations, autos and equipment, due through 2028 3.2 3.1 Capitalized lease obligations, buildings, due through 2059 116.5 123.6 Unamortized debt issuance costs (5.2) (7.1) Total long-term debt 1,848.4 1,799.7 Less current maturities 15.7 15.0 Total long-term debt, net of current $ 1,832.7 $ 1,784.7 Senior Notes On April 25, 2017, Murphy Oil USA, Inc.
As of December 31, 2025, we had approximately $291.9 million remaining under our 2023 authorization. 41 Debt Our long-term debt at December 31, 2025 and 2024 was as set forth below: December 31, (Millions of dollars) 2025 2024 5.625% senior notes due 2027 (net of unamortized discount of $0.5 at 2025 and $0.9 at 2024) $ 299.5 $ 299.1 4.75% senior notes due 2029 (net of unamortized discount of $2.3 at 2025 and $3.0 at 2024) 497.7 497.0 3.75% senior notes due 2031 (net of unamortized discount of $3.2 at 2025 and $3.8 at 2024) 496.8 496.2 Term loan due 2028 (effective interest rate of n/a at 2025 and 6.44% at 2024) — 385.6 Term loan due 2032 (effective interest rate of 5.61% at 2025) net of unamortized discount of $1.0 at 2025 599.0 — Revolving credit facility, due 2030 (weighted-average interest rate of 5.88% at December 31, 2025) 183.0 56.0 Capitalized lease obligations, autos and equipment, due through 2030 7.7 3.2 Capitalized lease obligations, buildings, due through 2059 110.8 116.5 Unamortized debt issuance costs (11.9) (5.2) Total long-term debt 2,182.6 1,848.4 Less current maturities 19.0 15.7 Total long-term debt, net of current $ 2,163.6 $ 1,832.7 Senior Notes On April 25, 2017, Murphy Oil USA, Inc.
Segment Results Marketing Income before income taxes in the Marketing segment for 2024 decreased $81.7 million, or 9.8%, from 2023 due primarily to lower total fuel contribution, higher store and other operating expenses, higher depreciation and amortization and an impairment charge, which were partially offset by higher merchandise contribution and decreased SG&A expenses. 36 The tables below show the results for the Marketing segment for the three years ended December 31, 2024, along with certain key metrics for the segment.
Segment Results Marketing Income before income taxes in the Marketing segment for 2025 decreased $3.1 million, or 0.4%, from 2024 due primarily to higher store and other operating expenses and higher depreciation and amortization, which were partially offset by higher merchandise contribution, higher total fuel contribution and decreased SG&A expenses. 35 The tables below show the results for the Marketing segment for the three years ended December 31, 2025, along with certain key metrics for the segment.
The fuel gross margins are commodity-based, change daily and are volatile. While we generally expect our volumes and gross margins to remain stable in a normalized environment, they can change rapidly due to many factors.
Trends Affecting Our Business Our operations are significantly impacted by the gross margins we receive on our fuel and merchandise sales. The fuel gross margins are commodity-based, change daily and are volatile. While we generally expect our volumes and gross margins to remain stable in a normalized environment, they can change rapidly due to many factors.
On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. The authorization value excludes any excise tax that may be incurred.
The dividend is payable on March 5, 2026, to shareholders of record as of February 23, 2026. Share Repurchase Program On May 2, 2023, the Board of Directors approved a share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. The authorization value excludes any excise tax that may be incurred.
The increase in cash required by investing activities of $122.2 million compared to the previous year was primarily due to the increase in capital expenditures of $122.5 million and lower proceeds from the sale of assets of $0.4 million.
The decrease in cash required by investing activities of $9.8 million compared to the previous year was primarily due to a decrease in capital expenditures of $18.5 million, other investing activities provided $2.4 million and higher proceeds from the sale of assets of $0.4 million.
The credit agreement provides for a senior secured term loan in an aggregate principal amount of $400 million (the “Term Facility”) (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $350 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”).
Following a refinancing effective as of April 7, 2025, the credit agreement provides for a senior secured term loan in an aggregate principal amount of $600.0 million (the “Term Facility”) (which was borrowed in full on April 7, 2025) and revolving credit commitments in an aggregate amount equal to $750.0 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”).
The following table outlines our capital spending and investments by category for the three years ended December 31, 2024: Years Ended December 31, (Millions of dollars) 2024 2023 2022 Marketing: Company stores $ 390.1 $ 232.0 $ 245.7 Terminals 3.8 5.7 — Maintenance capital 70.2 51.8 33.4 Corporate and other assets 38.9 54.6 26.7 Total $ 503.0 $ 344.1 $ 305.8 We currently expect capital expenditures for the full year 2025 to range from approximately $450 million to $500 million, including $350 million to $390 million for retail growth, approximately $65 million to $70 million for maintenance capital, with the remaining funds earmarked for other corporate investments and other strategic initiatives.
The remainder of our capital spending and investment activity, which is primarily technology related, is attributable to Corporate and other assets. 44 The following table outlines our capital spending and investments for the three years ended December 31, 2025: Years Ended December 31, (Millions of dollars) 2025 2024 2023 Marketing: Company stores $ 350.9 $ 390.1 $ 232.0 Terminals 0.5 3.8 5.7 Maintenance capital 63.2 70.2 51.8 Corporate and other assets 17.8 38.9 54.6 Total $ 432.4 $ 503.0 $ 344.1 We currently expect capital expenditures for the full year 2026 to range from approximately $475 million to $525 million, including $375 million to $400 million for retail growth, approximately $80 million to $95 million for maintenance capital, with the remaining funds earmarked for other corporate investments and other strategic initiatives.
We had additional available capacity under the committed $350 million cash flow revolving credit facility, which had $56.0 million of outstanding borrowings as of December 31, 2024. We expect to use the credit facilities to provide us with available financing to meet any short-term ongoing cash needs in excess of internally generated cash flows.
We had additional available capacity under our revolving credit facility, which provides for up to $750 million of borrowings. We expect to use the credit facilities to provide us with available financing to meet any short-term ongoing cash needs in excess of internally generated cash flows.
The outstanding balance of the term loan was $386 million at December 31, 2024. The term loan is due January 2028, and we are required to make quarterly principal payments of $1 million, which began on July 1, 2021.
The term loan is due April 2032, and we are required to make quarterly principal payments of $1.5 million, which began on January 1, 2026. The outstanding balance of the term loan was $600.0 million at December 31, 2025 and at December 31, 2024, prior to the refinancing, the outstanding balance of our term loan was $386.0 million.
Pursuant to the total leverage ratio financial maintenance covenant, the Company must maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a maximum secured net leverage ratio of not more than 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.25 to 1.0.
Pursuant to the total leverage ratio financial maintenance covenant, the Company must maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a consolidated cash interest coverage ratio of not less than 2.50 to 1.0.
Total merchandise contribution in 2024 increased $30.3 million, or 3.8%, to $833.7 million compared to $803.4 million in 2023. Merchandise unit margins increased to 19.8% in 2024 from 19.7% in 2023. On an SSS basis, total merchandise sales were up 2.3%, due to a 4.3% increase in nicotine product sales partially offset by a 1.0% decline in non-nicotine product sales.
Total merchandise contribution in 2025 increased $35.3 million, or 4.2%, to $869.0 million compared to $833.7 million in 2024. Merchandise unit margins increased to 20.2% in 2025 from 19.8% in 2024. On an SSS basis, total merchandise sales were down 0.3%, due to a 0.3% decline in nicotine product sales and a 0.4% decline in non-nicotine product sales.
The $3.6 million increase from the previous year was mainly due to $1.4 million more in depreciation and amortization expense and a $2.5 million reduction in the income tax benefit attributable to the period over period tax rate reduction, which was partially offset by $0.8 million less in net interest expense.
The $29.0 million increase from the previous year was mainly due to a $14.2 million increase in net interest expense, a $12.6 million restructuring charge, $7.8 million more in depreciation and amortization expense and a $6.2 million reduction in investment income, which was partially offset by a $10.3 million increase in the income tax benefit and a $2.0 million increase in other nonoperating income period over period.
For additional information, see Significant Sources of Capital in the Capital Resources and Liquidity section. The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2025 to range from approximately $450 million to $500 million depending on how many new stores are completed.
For additional information, see "Significant Sources of Capital" in the "Capital Resources and Liquidity" section. 33 The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2026 to range from approximately $475 million to $525 million depending on new store construction activity and planned maintenance capital investments.
Crude oil prices in 2024 experienced less volatility during the year with prices ranging from $67 per barrel to $88 per barrel, with an average price of $77 per barrel, compared to prices in 2023 that ranged from $67 per barrel to $94 per barrel with an average of $78 per barrel.
Crude oil prices in 2025 experienced continued downward pressure due to oversupply during the year with prices ranging from $55 per barrel to $81 per barrel, with an average price of $65 per barrel, compared to prices in 2024 that ranged from $67 per barrel to $88 per barrel with an average of $77 per barrel.
The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs. 44 The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.
The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.
We use maintenance capital in this business as needed to ensure reliability and continued performance of our stores. We also invest in our Corporate and other assets segment which is primarily technology related.
We use maintenance capital in this business as needed to ensure reliability and continued performance of our stores.
The financial information presented in this Management's Discussion and Analysis is derived from the consolidated financial statements of Murphy USA Inc. and its subsidiaries for all periods presented. Our QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks. For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024.
The financial information presented in this Management's Discussion and Analysis is derived from the consolidated financial statements of Murphy USA Inc. and its subsidiaries for all periods presented. Our QuickChek subsidiaries previously used a weekly retail calendar where each quarter had 13 weeks until November 2025, when its period end was aligned with the rest of the Company.
We may use cash from operations as well as draws under our credit facilities to effect purchases. During the year 2024, the Company repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes. Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization.
We may use cash from operations as well as draws under our credit facilities to effect purchases. During the year 2025, the Company repurchased a total of 1,536,701 common shares for approximately $652.0 million, at an average price of $424.28 per share, including brokerage fees and accrued excise taxes.
Additional borrowing capacity under the Revolving Facility may be extended at our request and with the consent of the participating lenders. As of December 31, 2024, there was $56.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet. The Revolving Facility was undrawn at December 31, 2023.
As of December 31, 2025, there was $183.0 million of outstanding borrowings under our Revolving Facility reported in Long-Term debt in the Consolidated Balance Sheet. The Revolving Facility had $56.0 million of outstanding borrowings at December 31, 2024.
Operating Activities Net cash provided by operating activities was $847.6 million for the year ended December 31, 2024 and was $784.0 million in 2023, an increase of $63.6 million, or 8.1%.
Operating Activities Net cash provided by operating activities was $813.9 million for the year ended December 31, 2025 and was $847.6 million in 2024, a decrease of $33.7 million, or 4.0%.
Supplemental Guarantor Financial Information The following is a description of the guarantees with respect to the Senior Notes and the Credit Facilities, for which MOUSA is primary obligor, and for which the Company and certain subsidiaries provide full and unconditional guarantees on a joint and several basis.
All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party to the guarantee and collateral agreement in respect thereof. 43 Supplemental Guarantor Financial Information The following is a description of the guarantees with respect to the Senior Notes and the Credit Facilities, for which MOUSA is primary obligor, and for which the Company and certain subsidiaries provide full and unconditional guarantees on a joint and several basis.
This increase was due primarily to higher employee related expenses and maintenance costs at existing stores combined with net new store operating expenses. On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 5.4% in 2024 compared to 2023, primarily due to employee related expenses and maintenance costs.
This increase was due primarily to increases in net new store operating expenses combined with higher employee related expenses and maintenance costs at existing stores.
Revenue amounts included excise taxes collected and remitted to government authorities of $2.3 billion in both 2024 and 2023. Total fuel contribution for the year ended December 31, 2024 decreased $38.0 million, or 2.5%, compared to 2023.
Revenue amounts included excise taxes collected and remitted to governmental authorities of $2.4 billion in 2025 and $2.3 billion in 2024. Total fuel contribution for the year ended December 31, 2025 increased $19.0 million, or 1.3%, compared to 2024. This increase was primarily due to higher total retail fuel contribution margins and higher retail fuel volumes sold for the year.
(Millions of dollars) Total Less than 1 year 1-3 years 4-5 years More than 5 years Debt obligations 1 $ 1,861.7 $ 15.7 $ 387.7 $ 894.5 $ 563.8 Operating lease obligations 898.2 59.9 118.9 114.5 604.9 Purchase obligations 2 545.4 501.6 26.2 14.0 3.6 Asset retirement obligations 164.8 — — — 164.8 Other long-term obligations, including interest on long-term debt 378.4 81.0 150.0 99.1 48.3 Total $ 3,848.5 $ 658.2 $ 682.8 $ 1,122.1 $ 1,385.4 1 For additional information, see Note 9 “Long-Term Debt” in the accompanying audited consolidated financial statements. 2 Primarily includes ongoing new retail store construction in progress at December 31, 2024, commitments to purchase land, take-or-pay supply contracts and other services.
(Millions of dollars) Total Less than 1 year 1-3 years 4-5 years More than 5 years Debt obligations 1 $ 2,201.5 $ 19.0 $ 520.9 $ 532.8 $ 1,128.8 Operating lease obligations 986.2 66.6 132.2 126.4 661.0 Purchase obligations 2 466.1 423.6 29.1 13.4 — Asset retirement obligations 166.1 — — — 166.1 Other long-term obligations, including interest on long-term debt 483.1 94.3 161.2 123.8 103.8 Total $ 4,303.0 $ 603.5 $ 843.4 $ 796.4 $ 2,059.7 1 For additional information, see Note 9 “Long-Term Debt” in the accompanying audited consolidated financial statements. 2 Primarily includes ongoing new retail store construction in progress at December 31, 2025, commitments to purchase land, take-or-pay supply contracts and other services.
The increase was mainly due to an increase in the amount of cash provided from changes in noncash working capital in 2024 of $74.9 million, increased depreciation of $19.3 million and higher deferred and noncurrent tax charges of $12.0 million, partially offset by a decrease in net income of $54.3 million in 2024. 41 For the current year, operating cash provided by changes in non-cash operating working capital of $32.8 million was due to a decrease of $65.4 million in accounts receivable due to the timing of receipts, an increase of $34.6 million in income taxes payable due in part to phase-out of federal bonus depreciation resulting in higher current tax expense and the timing of estimated tax payments, and was partially offset by an increase of $60.2 million in inventories due to higher prices and volumes, a decrease of $3.9 million in accounts payable and accrued liabilities which was due to the timing of payments and an increase of $3.1 million in prepaid expenses.
For the current year, operating cash required by changes in non-cash operating working capital of $33.1 million was due to a decrease of $12.9 million in income taxes payable due in part to the recognition of federal energy tax credits in the current year period, an increase of $11.4 million in inventories due to increased volumes and pricing impacts, an increase of $8.1 million in accounts receivable due to the timing of collecting receipts and a decrease of $4.3 million in accounts payable and accrued liabilities due to the timing of payments, which was partially offset by a decrease of $3.6 million in prepaid expenses.
Results of Operations Consolidated Results For the year ended December 31, 2024, the Company reported net income of $502.5 million, or $24.11 per diluted share, on revenue of $20.2 billion. Net income was $556.8 million for 2023, or $25.49 per diluted share, on revenue of $21.5 billion.
Net income was $502.5 million for 2024, or $24.11 per diluted share, on $20.2 billion of revenue.
As of December 31, 2024, we had $56.0 million of outstanding borrowings under the Revolving Facility and $6.2 million of outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility).
As of December 31, 2025, we had $183.0 million of outstanding borrowings under the Revolving Facility and $6.2 million of outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility). The Term Facility amortizes in quarterly installments, which commenced on January 1, 2026, at a rate of 1.00% per annum.
Our cash management policy provides that cash balances in excess of a certain threshold may be reinvested in certain types of low-risk investments. We have a committed cash flow revolving credit facility (the "Revolving Facility") of $350 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein.
Following the refinancing effective as of April 7, 2025, we have a committed cash flow revolving credit facility (the "Revolving Facility") providing for aggregate borrowings of $750 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein.
Total retail fuel volumes increased 0.4%, while fuel sales on an SSS basis decreased 1.1%. Total PS&W contribution including RINs decreased by $70.7 million in the current year, primarily due to timing and pricing impacts related to market 39 conditions.
Total PS&W contribution including RINs increased by $11.4 million in the current year, primarily due to timing and pricing impacts related to market conditions and improved spot-to-rack margins.
Depreciation and amortization expense increased $17.9 million in 2024, an increase of 8.4%. This was due primarily to the increased number of new larger store formats for Murphy branded stores combined with raze-and-rebuild activities in the 2024 period.
This was due primarily to the increased number of new larger store formats for Murphy branded stores combined with raze-and-rebuild activities in the 2025 period. SG&A expenses decreased $3.9 million in 2025 compared to 2024, primarily due to lower professional fees, partially offset by higher incentive costs.
MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 2024 and accounted for the vast majority of our total assets as of December 31, 2024.
MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 2025 and accounted for the vast majority of our total assets as of December 31, 2025. In the event MOUSA itself were unable to service the Company's consolidated debt obligations, our business and financial condition would be materially adversely affected.
Our QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks. For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024. For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023. The difference in the timing of the period ends is immaterial to the overall consolidated results.
Our QuickChek subsidiaries previously used a weekly retail calendar where each quarter had 13 weeks until November 2025, when its period end was aligned with the rest of the Company. For 2025, the QuickChek results cover the period December 28, 2024 to December 31, 2025. For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBoth of these loans are tied to SOFR interest rates which can move in either direction and cause fluctuations in our interest expense recognized in any period and in our cash flows related to interest payments made. We make limited use of interest rate swaps to hedge a portion of our exposure to these rate movements.
Biggest changeBoth of these loans are tied to the Adjusted Term SOFR Rate or Prime Rate which can move in either direction and cause fluctuations in our interest expense recognized in any period and in our cash flows related to interest payments made.
A 10% increase or decrease in the respective benchmark price of the commodities underlying these derivative contracts would have been immaterial to the Company. Changes in the fair value of these derivative contracts generally offset the changes in the value for an equivalent volume of these products.
A 10% increase or decrease in the respective benchmark price of the commodities underlying these derivative contracts would have been 47 immaterial to the Company. Changes in the fair value of these derivative contracts generally offset the changes in the value for an equivalent volume of these products.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Commodity Price Risk We are exposed to market risks related to the volatility in the price of crude oil and refined products (primarily gasoline and diesel) used in our operations. These fluctuations can affect our revenues and purchases, as well as the cost of operating, investing, and financing activities.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Commodity Price Risk We are exposed to market risks related to the volatility in the price of refined products (primarily gasoline and diesel) used in our operations. These fluctuations can affect our revenues and purchases, as well as the cost of operating, investing and financing activities.
As described in Note 14 “Financial Instruments and Risk Management” in the accompanying audited consolidated financial statements, there were short-term commodity derivative contracts in place at December 31, 2024 to hedge the purchase price of refined products.
As described in Note 14 “Financial Instruments and Risk Management” in the accompanying audited consolidated financial statements, there were short-term commodity derivative contracts in place at December 31, 2025 to hedge the purchase price of refined products.
Interest Rate Risk We have exposure to interest rate risks related to volatility of our floating rate term loan of $386.0 million and to our revolving credit facility which had $56.0 million of outstanding borrowings at December 31, 2024.
Interest Rate Risk We have exposure to interest rate risks related to volatility of our floating rate term loan of $600.0 million and to our revolving credit facility which had $183.0 million of outstanding borrowings at December 31, 2025.
The acquisition of any interest rate derivatives is undertaken by senior management when appropriate with delegated authority from the appropriate Board level committee. A 10% increase or decrease in the interest rate would have an immaterial impact on the financial statements of the Company at December 31, 2024.
A 10% increase or decrease in the interest rate would have an immaterial impact on the financial statements of the Company at December 31, 2025.

Other MUSA 10-K year-over-year comparisons