Murphy USA Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MUSA
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2025 (December 11, 2025 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(870 ) 875-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously announced by Murphy USA Inc. (the “Company”) on October 29, 2025, R. Andrew Clyde will retire as the Company’s Chief Executive Officer and from the Board of Directors, effective December 31, 2025. Effective January 1, 2026, Mindy K. West, the Company’s President and Chief Operating Officer will become the Company’s Chief Executive Officer and a member of the Board of Directors.
Ms. West’s Severance Protection Agreement
In connection with her promotion to Chief Executive Officer and consistent with the Company’s practice for its Chief Executive Officer, on December 11, 2025, the Company and Ms. West entered into a Severance Protection Agreement (the “SPA”), which provides that, in the event of a termination of Ms. West’s employment by the Company without “cause” or by Ms. West for “good reason”, in each case within 24 months following a “change in control” (each as defined in the SPA), then, subject to Ms. West’s execution and non-revocation of a release of claims and compliance with restrictive covenant obligations (as described below), Ms. West will be entitled to receive:
•a lump sum cash payment equal to two times the sum of (i) Ms. West’s annual base salary in effect immediately prior to the termination (or if greater, the highest rate in effect at any time during the 90-day period before the change in control) and (ii) Ms. West’s target annual cash bonus for the year in which the termination occurs; and
•continued coverage under the Company’s health, dependent life and accident benefit programs for the 24-month period following her termination.
The SPA will become effective on January 1, 2026, and will continue in effect until the fifth anniversary of such date, but will be automatically renewed for successive one year periods unless either party provides timely notice of non-renewal.
Under the terms of Ms. West’s SPA, Ms. West will be subject to non-competition and non-solicitation restrictions during the 12-month period following her termination date and perpetual confidentiality restrictions.
The foregoing summary of Ms. West’s SPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SPA, a copy of which will be filed by the Company with its Annual Report on Form 10-K for the year ending December 31, 2025.
Mr. Clyde’s Transition and Advisory Services Agreement
In order to facilitate the orderly transition of his duties to Ms. West, on December 11, 2025, the Company and Mr. Clyde have entered into a Transition and Advisory Services Agreement (the “Transition Agreement”) pursuant to which Mr. Clyde will serve as a non-executive full-time employee of the Company through February 28, 2026 (the “Transition Date”) and will thereafter serve as a non-employee advisor to the Company through February 28, 2027. During this period, Mr. Clyde will continue to receive his annual base salary rate. Under the terms of Mr. Clyde’s Transition Agreement, Mr. Clyde will be subject to non-competition and non-solicitation restrictions during the 18-month period following his Transition Date and perpetual confidentiality restrictions.
The foregoing summary of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Agreement, a copy of which will be filed by the Company with its Annual Report on Form 10-K for the year ending December 31, 2025.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
Exhibit No. | Description | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MURPHY USA INC. | |||||||||||
| Date: | December 15, 2025 | By: /s/ Donald R. Smith, Jr. | |||||||||
Donald R. Smith, Jr. | |||||||||||
| Interim Chief Financial Officer and Treasurer | |||||||||||