MUSA 10-K & 10-Q changes, risk factors and insider trading

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, governmentgovernmental agency investigations and damages.

We have balances of goodwill and intangible assets as a result of the QuickChek acquisition. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment. In 2025 and 2024, we recorded an impairment chargecharges related to fixed assets of $8.2$5.3 million and $8.2 million, respectively, that waswere largely attributable to competitive pressures in a fewcertain Northeast markets. We may have additional impairment charges in future periods in connection with our periodic evaluation of our goodwill and intangible assets.

There is significant judgementjudgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long–lived assets decreases, we may determine that one or more of our long–lived assets is impaired. 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.

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. 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. Furthermore, at some of our locations there are very few suppliers for fuel in that market.

Our ability to grow by up45 to 5055 new stores and up to 30 raze-and-rebuild stores in 20252026 and by at least 5050-plus NTI stores and atup leastto 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain. We have a very active Asset Development group that works to focus on our key target areas to locate suitable traffic count locations for this future growth. If the Asset Development group is unable to locate suitable locations or is unable to close the acquisition of those locations in a timely fashion, the Company could find that it does not have sufficient land to fulfill its pipeline. Further, permitting delays due to local governmentgovernmental agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline.

In 2024,2025, over 78% of our merchandise, including most nicotine products and grocery items, was purchased from a single wholesale grocer, Core-Mark. In JanuaryNovember 2021,2025, we renewed and extended for another five years a supply contract with Core-Mark.Core-Mark through the year 2031. If Core-Mark is unable to fulfill its obligations under our contract, alternative suppliers that we could use in the event of a disruption may not be immediately available or offer merchandise on similar commercial terms. A disruption in supply could have a material effect on our business, financial condition, results of operations and cash flows.

Changes in credit card expenses could reduce our profitability, especially on gasoline.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 gasolinefuel 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 gasolinefuel related purchases that are more expensive as a result of higher gasolinefuel prices are not necessarily accompanied by higher gross margins. In fact, such fees may cause lower profitability. Lower income on gasolinefuel 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.

Murphy USA's business is impacted by its ability to generategenerates revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels. 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 2024,2025, the market price continued to fluctuate but was lowerhigher on average than the prior year. Variations in the market price of RINs can also have an impact on our cost of goods sold for petroleum products, which can be positive or negative depending on the movement of the market prices of RINs. Although a decline in the market prices could have a material impact on the Company's revenues, Murphy USA's business model is not dependent on its ability to generate revenues from this portion of other operating income.

Current litigation and future rule making could impact the Renewable Fuel Standard ("RFS") program. 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. 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. 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.

In addition, the retail gasoline industry in the United States is highly competitive due to ease of entry and constant change in the number and type of retailers offering similar products and services. With respect to merchandise, our retail stores compete with other convenience store chains, independently ownedindependently-owned convenience stores, supermarkets, drugstores, discount clubs, gasoline service stores, mass merchants, fast foodfast-food operations and other similar retail outlets. Non-traditional retailers, including supermarkets, discount club stores and mass merchants, now compete directly with retail gasoline stores. These non-traditional gasoline retailers have obtained a significant share of the gasoline market, and their market share is expected to grow, and these retailers may use promotional pricing or discounts, both at the fuel pump and in the convenience store, to encourage in-store merchandise sales and gasoline sales. In addition, some large retailers and supermarkets are adjusting their store layouts and product prices in an attempt to appeal to convenience store customers. Major competitive factors include: location, ease of access, product and service selection, gasoline brands, pricing, customer service, store appearance, cleanliness and safety. 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.

Sales of nicotine products have historically accounted for an important portion of our total sales of convenience store merchandise. Significant increases in wholesale costs and tax increases on nicotine products, as well as future legislation and/or regulation, potential rulings in court cases impacting the nicotine industry, and national and local campaigns to discourage the use of nicotine products in the United States, may have an adverse effect on the demand for nicotine products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes, vapor products, and new nicotine products could offset some of the recent gains we have experienced from selling these products. Local governing bodies continue to consider banning specific nicotine products and have done so in some instances. If such efforts continue to be successful, it could have a further negative impact on our nicotine sales. 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.

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) willcould reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures. Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of “green”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"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.

Many governments, including those that are members of the Organization of Petroleum Exporting Countries (“OPEC”), unilaterally intervene at times in the orderly market of petroleum and natural gas produced in their countries through such actions as setting prices, determining rates of production, and controlling who may buy and sell the production. 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. Other governmental actions that could affect our operations and earnings include tax changes, royalty increases and regulations concerning: currency fluctuations, protection and remediation of the environment, concerns over the possibility of global warming being affected by human activity including the production and use of hydrocarbon energy, restraints and controls on imports and exports, safety, and relationships between employers and employees. As a retail gasolinemotor 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.

We are subject to stringent federal, state and local environmental laws and regulations governing, among other things, the generation, storage, handling, use and transportation of petroleum products and hazardous materials; the emission and discharge of such substances into the environment; the content and characteristics of fuel products; the process safety of our facilities; and human health and safety. 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 assureprovide youany assurance that we have been or will be at all times in compliance with such laws, regulations and permits. If we violate or fail to comply with these requirements, we could be subject to litigation, costs, fines or other sanctions. Environmental requirements, and the enforcement and interpretation thereof, change frequently and have generally become more stringent over time. Compliance with existing and future environmental laws, regulations and permits may require significant expenditures. In addition, to the extent fuel content and characteristic standards increase our wholesale purchase costs, we may be adversely affected if we are unable to recover such costs in our pricing.

Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures. AsTo the extent 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. We are currently required to report annual GHG emissions from certain of our operations, and additional GHG emission-related requirements that may affect our business have been finalized or are in various phases of discussion or implementation. Any existing or future GHG emission requirements could result in increased operating costs and additional compliance expenses.

Our retail operations are subject to extensive governmentgovernmental laws and regulations, and the cost of compliance with such laws and regulations can be material.

Our retail operations are subject to extensive local, state and federal governmental laws and regulations relating to, among other things, the sale of alcohol, nicotine, lottery and lotto, employment conditions, including minimum wage requirements, and public accessibility requirements. The cost of compliance with these laws and regulations can have a material adverse effect on 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. In addition, restrictions on product eligibility under SNAP could negatively impact our sales in future periods.

Our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification gasoline, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate, our business, financial condition, results of operations and cash flows could be adversely affected. For more information about our legal matters, see Note 19 “Contingencies” to the audited consolidated historical financial statements for the three years ended December 31, 20242025 included in this Annual Report on Form 10-K. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing gasolinefuel or merchandise at our retail stores.

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, 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. We also may experience disruptions of logistics necessary to obtain and deliver products to our stores and our customers as we rely on third parties to perform these vital functions to our business.

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 governmentgovernmental intervention that requires us to reduce hours or close certain locations. If a significant percentage of our workforce is unable to work, including because of illness or travel or governmentgovernmental 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 economieseconomy and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services. We have had to reduce hours of operation in some stores temporarily, but this has not had a material impact on our financial results.

Murphy USA was incorporated in March 2013, and until the separation from Murphy Oil Corporation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities or commitments. 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 usepreviously used a weekly retail calendar where each quarter hashad 13 weeks.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. 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.results and all future periods will be aligned.

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. These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply,supply including the impact of potential tariffs, overall demand,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.

The cost of our main fuel products, gasoline and diesel, is greatly impacted by the cost of crude oil in the United States. Historically, a rising price environment for crude oil increases the Company’s cost for wholesale fuel products purchased, which in turn increases retail fuel prices. Rising prices can cause consumers to reduce discretionary fuel consumption, however our low-price model can also serve as a hedge to draw new customers which can offset the potential loss of discretionary volumes. Crude oil prices in 20242025 experienced lesscontinued volatilitydownward pressure due to oversupply during the year with prices ranging from $67$55 per barrel to $88$81 per barrel, with an average price of $77$65 per barrel, compared to prices in 20232024 that ranged from $67 per barrel to $94$88 per barrel with an average of $78$77 per barrel. Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results whichthat include Renewable Identification Numbers ("RINs")) was 30.7 cpg in 2025, compared to 30.5 cpg in 2024, compared to 31.4 cpg in 2023.2024.

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. Under the Energy Policy Act of 2005, the EPA is authorized to set annual quotas establishing the percentage of motor fuels consumed in the United States that must be attributable to renewable fuels. Obligated parties are required to demonstrate that they have met any applicable quotas by submitting a certain number of RINs to the EPA. RINs in excess of the set quota can be sold in a market for RINs at then-prevailing prices. The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action. On June 21, 2023, EPA announced a final rule to establish biofuel volume requirements and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023 to 2025. 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. As a result, the amount of renewable credits available could outpace the demand, resulting in lower prices. Litigation and potentially changing political regimes could impact the RFS program as well as the successful completion or abandonment of planned renewable fuel production expansion. There are other market related factors that can offset the revenue received for RINs on a company-wide basis either favorably or unfavorably. The Renewable Fuel Standard ("RFS") program continues to be unpredictable and prices received by us for ethanol RINs averaged $0.59$0.97 per RIN for the year 20242025 compared to $1.35$0.59 per RIN in 2023.2024. 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 minimizesminimize the majority of any revenue movement. Revenue from the sales of RINs is included in Other operating revenues in the Consolidated Statements of Income.

As of December 31, 2024,2025, we had $1.3 billion of Senior NotesNotes, $183.0 million outstanding under our revolving credit facility and a $386$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. We had additional available capacity under the committed $350 million cash flowour revolving credit facility, which hadprovides $56.0for up to $750 million of outstanding borrowings as of December 31, 2024.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. 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. 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 20252026 to range from approximately $450$475 million to $500$525 million depending on how many new storesstore areconstruction completed.activity and planned maintenance capital investments. We intend to fund our capital program in 20252026 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility.

Business SegmentsSegment

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, 2024.2025. Our QuickChek subsidiaries usepreviously used a weekly retail calendar where each quarter hashad 13 weeks.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. 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.results and all future periods will be aligned.

For the year ended December 31, 2024,2025, the Company reported net income of $470.6 million, or $24.10 per diluted share, on revenue of $19.4 billion. Net income was $502.5 million,million for 2024, or $24.11 per diluted share, on revenue$20.2 billion of $20.2 billion. Net income was $556.8 million for 2023, or $25.49 per diluted share, on revenue of $21.5 billion.revenue.

Revenues for the year ended December 31, 20242025 decreased $1.3approximately $0.9 billion, or 6.0%,4.2%, compared to 2023.2024. The decrease in revenuerevenues was primarily due to 5.8%7.5% lower average retail fuel sales prices, which decreased 1923 cpg, and lower PS&W revenues, which were partially offset by a 3.1%2.1% increase in merchandise sales revenues andrevenues, an increase of 0.4%0.6% in fuel sales volumes.volumes and higher PS&W revenues.

Cost of sales decreased $1.3$0.9 billion, or 6.7%,5.1%, compared to 2023.2024. The lower costs were primarily due to lower fuel cost, which decreased 8.6%,6.6%, and was partially offset by a 2.9%1.6% increase in merchandise cost of goods sold and the 0.4% increase in fuel volumes sold.

In 2024,2025, we recorded an impairment of properties charge of $8.2$5.3 million compared to none$8.2 million in 2023,2024, primarily due to competitive pressures in a fewcertain Northeast markets.

SG&A expenses for 20242025 were lower by $5.1$3.9 million, or 2.1%,1.7%, primarily due to alower reductionprofessional in employee incentive costs,fees, which were partially offset by higher wages and employee relatedincentive costs.

The effective income tax expense rate in 20242025 was approximately 22.9%22.8% compared to approximately 24.2%22.9% for 2023. The lower rate for the current year was primarily due to a discrete state tax benefit recorded in 2024.

Income before income taxes in the Marketing segment for 20242025 decreased $81.7$3.1 million, or 9.8%,0.4%, from 20232024 due primarily to lower total fuel contribution, higher store and other operating expenses,expenses and higher depreciation and amortization and an impairment charge,amortization, which were partially offset by higher merchandise contribution, higher total fuel contribution and decreased SG&A expenses.

Average Per Store Month ("APSM") metric includes all stores open through the date of the calculation, including stores acquired during the period.

The Marketing segment had total revenues of $19.4 billion in 2025 compared to $20.2 billion in 2024 compared to $21.5 billion in 2023,2024, a decrease of $1.3approximately $0.9 billion, due primarily to a lower average retail fuel sales price and lower PS&W revenues,price, which were partially offset by higher merchandise sales revenue andrevenue, an increase in fuel volumes sold.sold and higher PS&W revenues. Revenue amounts included excise taxes collected and remitted to governmentgovernmental authorities of $2.4 billion in 2025 and $2.3 billion in both 2024 and 2023.2024.

Total fuel contribution for the year ended December 31, 20242025 decreasedincreased $38.0$19.0 million, or 2.5%,1.3%, compared to 2023.2024. This reductionincrease was primarily due to lowerhigher contribution from PS&W margins, and was partially offset by highertotal retail fuel contribution margins and higher retail fuel volumes sold for the year. Retail fuel marginmargins, on a cpg basisbasis, increasedof 1.8%28.1 cpg in 20242025 towere 28.1 cpg,flat compared to 27.6 cpg in the prior year. Total retail fuel volumes increased 0.4%,0.6%, while fuel sales on an SSS basis decreased 1.1%.2.6%. Total PS&W contribution including RINs decreasedincreased by $70.7$11.4 million in the current year, primarily due to timing and pricing impacts related to market conditions.conditions and improved spot-to-rack margins. During 2024,2025, other operating revenue included the sales of 221.4218.3 million RINs compared to the 242.7221.4 million of sales in 2023.2024.

Merchandise sales were up 3.1%2.1% in 20242025 to $4.3 billion compared to $4.2 billion compared to $4.1 billion in 20232024 primarily due to higher retail prices across the chain in most categories and an increased number of stores with larger formats. Total merchandise contribution in 20242025 increased $30.3$35.3 million, or 3.8%,4.2%, to $869.0 million compared to $833.7 million compared to $803.4 million in 2023.2024. Merchandise unit margins increased to 20.2% in 2025 from 19.8% in 2024 from 19.7% in 2023.2024. On an SSS basis, total merchandise sales were updown 2.3%,0.3%, due to a 4.3%0.3% increasedecline in nicotine product sales partially offset byand a 1.0%0.4% decline in non-nicotine product sales. Total merchandise contribution dollars on a SSS basis improved 2.7%,2.3%, with an increase of 7.3%5.0% in nicotine product margins and was partially offset by a 1.0%0.1% decrease in non-nicotine product margins.

Store and other operating expenses increased $49.8$43.9 million, or 4.9%,4.1%, in 20242025 compared to 20232024 levels. 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 combined with net new store operating expenses.stores. On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 5.4%3.1% in 20242025 compared to 2023,2024, primarily due to employee related expenses and maintenance costs.costs (an increase of 2.2% on a same-store basis).

SG&A expenses decreased $5.1$3.9 million in 20242025 compared to 2023,2024, primarily due to lower incentiveprofessional costs,fees, partially offset by higher employeeincentive related expenses and other professional fees.costs.

Loss from continuing operations for Corporate and other assets in 20242025 was $77.7$106.7 million, compared to a loss of $74.1$77.7 million in 2023.2024. The $3.6$29.0 million increase from the previous year was mainly due to $1.4a $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 $2.5$6.2 million reduction in investment income, which was partially offset by a $10.3 million increase in the income tax benefit attributableand toa the$2.0 million increase in other nonoperating income period over period tax rate reduction, which was partially offset by $0.8 million less in net interest expense.period.

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2024.2025. 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). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).

As of December 31, 2024,2025, we had $47.0$28.9 million of cash and cash equivalents. Our cash management policy provides that cash balances in excess of a certain threshold may be reinvested in certain types of low-risk investments. WeFollowing 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 $350$750 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein. 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, 2024,2025, there was $56.0$183.0 million of outstanding borrowings under our Revolving Facility reported in Long-termLong-Term debt in the Consolidated Balance Sheet. The Revolving Facility washad undrawn$56.0 million of outstanding borrowings at December 31, 2023.2024.

Net cash provided by operating activities was $847.6$813.9 million for the year ended December 31, 20242025 and was $784.0$847.6 million in 2023,2024, ana increasedecrease of $63.6$33.7 million, or 8.1%.4.0%. The increasedecrease was mainly due to ana increasedecrease in the amount of cash providedrequired from changes in noncash working capital in 20242025 of $74.9$65.9 million, increaseda depreciationdecrease in net income of $19.3$31.9 millionmillion, andpartially offset by higher deferred and noncurrent tax charges of $12.0$31.1 million,million partiallyand offsetincreased by a decrease in net incomedepreciation of $54.3$28.8 million in 2024.2025.

For the current year, operating cash providedrequired by changes in non-cash operating working capital of $32.8$33.1 million was due to a decrease of $65.4$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 receipts,collecting 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 expensereceipts 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$4.3 million in accounts payable and accrued liabilities which was due to the timing of paymentspayments, andwhich anwas increasepartially offset by a decrease of $3.1$3.6 million in prepaid expenses. See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.2025.

For the year ended December 31, 2024,2025, cash required by investing activities was $445.8$436.0 million compared to cash required by investing activities of $323.6$445.8 million in 2023.2024. The increasedecrease in cash required by investing activities of $122.2$9.8 million compared to the previous year was primarily due to thea increasedecrease in capital expenditures of $122.5$18.5 million, other investing activities provided $2.4 million and lowerhigher proceeds from the sale of assets of $0.4 million. The increasedecrease in cash required by investing activities was partially offset by the cash required for other investing activities which were lower by $0.4 million and the change in redemptions of marketable securitiessecurities, net of new investmentsinvestments, of $0.3$11.5 million.

The Company paid dividends of $1.79$2.15 per common share during 20242025 for total payments of $36.8$41.5 million, compared to $1.55$1.79 per common share, or $33.4$36.8 millionmillion, in 2023.2024. As part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time.

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. 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 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. This authorization will commence at the conclusion of the existing 2023 authorization. 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. 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.

During the year 2024,2025, the Company repurchased a total of 938,5281,536,701 common shares for approximately $446.6$652.0 million, at an average price of $475.86$424.28 per share, including brokerage fees and accrued excise taxes. Repurchases in 20242025 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2024,2025, we had approximately $937.8$291.9 million remaining under our 2023 authorization.

TheFollowing a refinancing effective as of April 7, 2025, the credit agreement provides for a senior secured term loan in an aggregate principal amount of $400$600.0 million (the “Term Facility”) (which was borrowed in full on JanuaryApril 29,7, 20212025) and revolving credit commitments in an aggregate amount equal to $350$750.0 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”). The outstanding balance of the term loan was $386 million at December 31, 2024. The term loan is due JanuaryApril 2028,2032, and we are required to make quarterly principal payments of $1$1.5 million, which began on JulyJanuary 1, 2021.2026. 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. As of December 31, 2024,2025, we had $56.0$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 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 Revolving Facility credit agreement also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly. 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 maximumconsolidated securedcash netinterest leveragecoverage ratio of not moreless than 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.252.50 to 1.0. The Creditcredit Agreementagreement also contains customary events of default.

Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0, could be limited. At December 31, 2024,2025, our total leverage ratio was 1.802.11 to 1.0 which meant our ability at that date to make restricted payments was not limited. 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(a) $400.0 million, or 4.5%(b) 15.0% of consolidated net tangible assetsassets, estimated at $424.3 million as of December 31, 2025, over the life of the credit agreement.

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. 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, 2024.2025.

The combined assets, liabilities and results of operations of MOUSA and the guarantors are not materially different from corresponding amounts presented in the consolidated financial statements included herein. MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 20242025 and accounted for the vast majority of our total assets as of December 31, 2024.2025. In the event MOUSA itself were unable to service the Company's consolidated debt obligations, our business and financial condition would be materially adversely impacted.affected.

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. We use maintenance capital in this business as needed to ensure reliability and continued performance of our stores. WeThe alsoremainder invest inof our Corporatecapital spending and otherinvestment assets segmentactivity, which is primarily technology related.related, is attributable to Corporate and other assets.

The following table outlines our capital spending and investments by category for the three years ended December 31, 20242025:

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. Acquired finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when events or circumstances indicate that the asset group to which the intangible assets belong might be impaired. The Company revises the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision. If the Company revises the useful life, the unamortized balance is amortized over the useremaining useful life on a prospective basis. Indefinite-lived intangibles are tested annually for impairment, or more often if indicators warrant.

When an evaluation is required, the projected future undiscounted cash flows to be generated from each retail store over its remaining economic life are compared to the carrying value of the long-lived assets of that store to determine if a write-down of the carrying value to fair value is required. When determining future cash flows associated with an individual retail store, we make assumptions about key variables such as sales volume, gross margins and expenses. Cash flows vary for each retail store year to year. Changes in market demographics, traffic patterns, competition and other factors impact the overall operations of certain of our individual retail store locations. 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 an impairment chargecharges of $5.3 million and $8.2 million.million, respectively.

We operate above groundabove-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. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset at the time a UST is installed. We depreciate the amount added to cost of the property and recognize accretion expense in connection with the discounted liability over the remaining life of the UST.

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. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed at date of acquisition, with any excess recorded as goodwill. 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 averageweighted-average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired. This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.

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 riskrisks and uncertainties, including, but not limited to our M&A activity, anticipated store openings and associated capital expenditures, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: our ability to continue to maintain a good business relationship with Walmart; successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third partiesthird-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. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

•Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

•Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the three and six months ended MarchJune 31,30, 2026 and 2025. It also includes a discussion of our capital structure and available sources of liquidity.

The Company owns and operates a chain of retail stores that market gasoline and other merchandise under the brand names of Murphy USA® and Murphy Express, most of which are located in close proximity to Walmart stores, principally in the Southeast, Midwest and Southwest areas of the United States. 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 MarchJune 31,30, 2026, we had a total of 1,8031,806 Company stores in 27 states, of which 1,6551,659 were Murphy branded and 148147 were under the QuickChek brand. We also market petroleum products to unbranded wholesale customers through a mixture of Company-owned and third-party terminals.

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. 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.

As of MarchJune 31,30, 2026, we had $1.3$1.5 billion of Senior Notes, $160.0 million outstanding under our revolving credit facilityNotes and a $598.5$597.0 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. WeAt June 30, 2026, we had additional available capacity under our revolving credit facility, which provides for up to $750 million of borrowings.borrowings, which is currently undrawn. 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. 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. For additional information, see "Significant Sources of Capital" in the "Capital Resources and Liquidity" section.

Our business has inherent seasonality due to the concentration of our retail stores in certain geographic areas, as well as customer behaviors during different seasons. In general, sales volumes and operating incomes are typically highest in the second and third quarters during the summer-activity months and lowest during the winter months. As a result, operating results for the three and six months ended MarchJune 31,30, 2026, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2026.

The Company has one operating segment which is Marketing. The Marketing segment includes our retail marketing stores and fuel supply assets. For additional operating segment information, see Note 22 “Business Segments” in the audited consolidated financial statements for the year ended December 31, 2025 included with our Annual Report on Form 10-K and Note 16 “Business Segments” in the accompanying unaudited consolidated financial statements for the three and six months ended MarchJune 31,30, 2026.

For the three months ended MarchJune 31,30, 2026, the Company reported net income of $136.3$209.1 million, or $7.28$11.27 per diluted share, on revenue of $4.8$6.8 billion. Net income was $53.2$145.6 million for the same period in 2025, or $2.63$7.36 per diluted share, on $4.5$5.0 billion of revenue. In the current year quarter, the Company experienced higher total fuel and merchandise contribution compared to the prior year period,period. coupledThis withstrong lowerperformance general and administrative expenses. These benefits werewas partially offset by higher income taxes, increased store and other operating expenses including payment fees, higher income taxes, increased general and administrative expenses, higher depreciation and amortization and higher interest expense period over period.

Revenues for Q1Q2 2026 increased $0.3$1.8 billion, or 6.5%,36.0%, compared to the same quarter in 2025. The increase in revenues was primarily due to a 3.3%37.4% increase in the average retail fuel sales price during the quarter,quarter in addition to an increase of 2.1%3.9% in retail fuel sales volumes and a 5.0%3.6% increase in merchandise sales revenue.

Cost of sales in Q1Q2 2026 increased $0.2$1.7 billion, or 4.0%,37.9%, when compared to Q1Q2 2025. In the current-year quarter, the increase was primarily duethe toresult of higher fuel cost coupled with higher fuel volumes sold and higher merchandise costs.

Store and other operating expenses increased $13.7$33.5 million, or 5.1%,12.2%, in Q1Q2 2026 compared to Q1Q2 2025, primarily due to increases in payment fees, driven by increased retail fuel prices, which accounted for approximately two-thirds of the increase and higher employee related expenses at existing stores combined with increases from net new store operating expenses combined with higher employee related expenses at existing stores.expenses.

Selling, general and administrative ("SG&A") expenses for Q1Q2 2026 decreasedincreased $3.5$9.6 million, or 5.8%,18.9%, versus Q1Q2 2025. The decreaseincrease in SG&A costs is primarily due to lowerhigher employee related expenses and incentive accruals in the current quarter.

Depreciation and amortization expense increased $3.9$6.2 million in Q1Q2 2026, or 5.7%,9.4%, when compared to the same period of 2025, primarily due to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity in the quarter.

Marketing segment net income for the three months ended MarchJune 31,30, 2026 was higher compared to the same period in 2025 primarily due to:

•Higher retail fuel sales volumes;

•Higher store and other operatingSG&A expenses;

Net income in the Marketing segment for Q1Q2 2026 increased $82.8$64.9 million, to $161.9$232.8 million when compared to the Q1Q2 2025 period. Contributions from both fuel and merchandise were higher in the current quarterquarter, combineddriven withby lowerincreased generaltotal fuel contribution margins, higher total fuel volumes and administrativeimproved expenses.merchandise Thesesales benefitsand wereunit margins. The exceptional performance in these areas was partially offset by higher income taxes, increased store and other operating expenses including payment fees, higher income taxes, increased general and higheradministrative expenses and greater depreciation and amortization in Q1Q2 2026 compared to the Q1Q2 2025 period.

Total fuel contribution for Q1Q2 2026, was $403.9$518.8 million, an increase of $116.6$125.8 million, or 40.6%,32.0%, compared to Q1Q2 2025. This increase was due to higher retail fuel contribution and fuel volumes sold coupled with higher fuel supply margins in the period when compared to Q1Q2 of 2025. Retail fuel margins on a cpg basis increased 7.2%20.2% in Q1Q2 2026 to 25.435.1 cpg, compared to 23.729.2 cpg in the prior year period. Total retail fuel volumes increased 2.1%3.9% and fuel sales volumes on an SSS basis declinedincreased 0.8%0.5% in Q1Q2 2026 when compared to Q1Q2 2025. Total fuel supply contribution dollars, including RINs, increased $91.3$36.0 million in Q1Q2 2026 when compared to Q1Q2 2025, primarily due to the impact of market-driven pricing effectsand andthe timing of inventory movementsactivity during the period.

Total merchandise sales increased $49.8$39.7 million, or 5.0%,3.6%, in Q1Q2 2026 vs Q1Q2 2025, coming in at approximately $1.0$1.1 billion in both quarters. Total merchandise contribution in Q1Q2 2026 improved 7.3%4.0% compared to Q1Q2 2025, primarily due to favorable sales mix and unit growth, combined with increased store count compared to the prior year period. Total SSS merchandise contribution dollars grew by 4.9%,2.2%, which included an increase of 10.4%4.6% in nicotine products,products partially offset byand a 0.1%0.2% decreaseincrease in non-nicotine products.

Store and other operating expenses increased $13.8$33.4 million in Q1Q2 2026 compared to Q1Q2 2025, primarily due to increases in netpayment newfees storedriven operatingby expensesincreased combinedretail withfuel prices, higher employee related expenses at existing stores.stores combined with increases from net new store operating expenses. On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were 0.3%1.1% higher,higher (2.4% higher on a same store APSM basis), primarily attributable to increased employee related expenses tied to the new store growth (an increase of 1.9% on a same store basis).expenses.

SG&A expenses in Q1Q2 2026 were $3.5$9.6 million lowerhigher compared to Q1Q2 2025, due primarily to lower incentive costs andhigher employee related expenses and incentive accruals in the current quarter.

Depreciation and amortization expense increased $4.4$6.2 million, or 7.2%,10.4%, in Q1Q2 2026 compared to Q1Q2 2025 due to the increased number of larger format Murphy branded stores and raze-and-rebuild activity in the quarter.

Loss from continuing operations for Corporate and other assets for Q1Q2 2026 was $25.6$23.7 million, compared to a loss of $25.9$22.3 million in Q1Q2 2025. The decreaseincrease from the prior year quarter was primarily due to a $2.6 million increase in the income tax benefit, a $0.5 million decrease in depreciation and amortization expense, a $0.4 million increase in investment income, and a $0.3 million decrease in other nonoperating expenses, partially offset by a $3.5$1.5 million increase in net interest expense comparedand toa $0.8 million decrease in the priorincome yeartax quarter.benefits, partially offset by a $0.9 million increase in investment income.

The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025. 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). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).

As of MarchJune 31,30, 2026, we had $118.6$175.4 million of cash and cash equivalents. 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 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. As of MarchJune 31,30, 2026, there waswere $160.0 million ofno outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet. The Revolving Facility had $183.0 million of outstanding borrowings at December 31, 2025.

Net cash provided by operating activities was $320.0$555.0 million for the threesix months ended MarchJune 31,30, 2026 and was $128.5$383.6 million for the same period of 2025, an increase of $191.5$171.4 million, or 149.0%.44.7%. The increase for the threesix months ended MarchJune 31,30, 2026 is mainly due to an increase in net income of $146.6 million, higher deferred and noncurrent tax charges of $15.8 million, increased depreciation of $10.1 million and an increase in the amount of cash provided from changes in non-cash working capital of $94.8$7.3 million, anpartially increaseoffset by a decrease in netother incomeoperating activities of $83.1 million, higher deferred and noncurrent tax charges of $10.7 million and increased depreciation of $3.9$6.1 million compared to the same period in 2025.

For the threesix months ended MarchJune 31,30, 2026, operating cash provided by changes in non-cash operating working capital of $95.1$44.4 million was due to an increase in accounts payable and accrued liabilities of $161.5$147.2 million which was related to the timing of payments and a decrease in inventory of $49.7 million due to lower volume levels, partially offset by an increase in accounts receivable of $78.0 million due to the timing of collecting receipts, an increase in prepaid expenses of $5.2 million, and a decrease of $32.9$10.7 million in income taxes payable due to changes in accrued income tax liabilities and timing of income tax paymentspayments, partially offset by an increase in accounts receivable of $103.3 million due to the timing of collecting receipts, an increase in prepaid expenses of $5.8 million and an increase in inventory of $4.4 million due to higher volume levels in the current year period.

For the threesix months ended MarchJune 31,30, 2026, cash required by investing activities was $98.5$199.8 million compared to $87.7$204.3 million in 2025. The $10.8$4.5 million increasedecrease in cash required by investing activities in the current year period was primarily due to other investing activities providing $9.8 million, which was partially offset by an increase of $10.5$4.2 million in capital expenditures due to the timing of payments for projects.projects and lower proceeds from the sale of assets of $1.1 million.

Financing activities in the threesix months ended MarchJune 31,30, 2026 required cash of $131.8$208.7 million compared to cash of $38.4$172.2 million in the threesix months ended MarchJune 31,30, 2025, an increase of $93.4$36.5 million. The first threesix months of 2026 included payments of $70.5$152.8 million for the repurchase of common shares, which was a decrease of $79.5$211.0 million compared to repurchases of $150.0$363.8 million in the 2025 period. Dividend payments increased $1.9$3.9 million in 2026 compared to amounts paid in the first threesix months of 2025. Net repaymentsborrowings of debt requiredprovided $27.8$2.4 million in 2026 compared to net borrowings of debt providing $140.0$239.3 million in 2025. Debt issuance cost related to financing activities decreased $7 million. Amounts related to share-based compensation required $3.2$13.7 million more in cash during 2026 than in 2025.

During the threesix months ended MarchJune 31,30, 2026, the Company paid cash dividend payments of $0.63$1.27 per common share, for a total of $11.7$23.5 million, compared to the period ended MarchJune 31,30, 2025, in which dividends of $0.49$0.99 per common share were paid for total cash dividend payments of $9.8$19.6 million. As a part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time.

On May 2, 2023, our Board of Directors approved a share repurchase authorization of up to $1.5 billion. The authorization value excludes any excise tax that may be incurred. During the threesix months ended MarchJune 31,30, 2026, the Company repurchased a total of 168,963312,087 common shares for approximately $70.9$147.7 million, at an average price of $419.87$473.40 per share, including accrued excise taxes. As of MarchJune 31,30, 2026, we had approximately $221.4$145.1 million remaining under our 2023 authorization.

Our long-term debt at MarchJune 31,30, 2026 and December 31, 2025 was as set forth below: