Murphy USA (MUSA) risk factors, FY2025 10-K

Murphy USA's FY2025 10-K, filed Feb 18, 2026, lists 34 risk factors in 4 groups. Against the prior year's 35: 1 new, 2 dropped, 8 substantially reworded.

Risk factors listed
344 groups
New this year
1vs 35 last year
Dropped
2since the prior 10-K
Substantially reworded
8of those kept
Section length
8k wordsItem 1A

What the changes say

  • Walmart property restrictions are broader, including sale rights, competitor limits, and change-of-control purchase options.
  • QuickChek acquisition-benefit risk was removed from the listed factors.
  • Store-growth targets shifted to 45–55 new stores in 2026, while 2025 RIN prices were higher than 2024.
  • Core-Mark supply concentration remains above 78%, but its contract now runs through 2031.

What changed since the prior 10-K

New

  • NewRisks Relating to Our Business

    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 may constrain property sales through purchase rights, competitor-transfer restrictions, and options triggered by changes in management or ownership.

Dropped

  • DroppedRisks Relating to Our Company

    The anticipated benefits of the QuickChek acquisition may not be realized or those benefits may take longer to realize than expected

  • DroppedRisks Relating to Our Company

    levels of revenue, earnings, or operating efficiency that we and QuickChek have achieved to-date, or might have achieved separately

Reworded

  • 57% rewrittenRisks Relating to Our Business

    Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business

    The provided excerpts show no substantive wording change, but the related text adds broader Walmart sale, competitor, leased-property, and change-of-control restrictions.

  • 41% rewrittenRisks Relating to Our Business

    The current level of revenue that is generated from RINs may be highly variable

    RIN prices were higher on average in 2025 than 2024, and the risk now says Murphy USA is not dependent on RIN income.

  • 33% rewrittenRisks Relating to Our Industry

    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 pandemic discussion removes specific COVID-19 and quarantine references and softens language about recurring workforce and government disruptions.

    Was: 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

  • 29% rewrittenRisks Relating to Our Business

    An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2026 and beyond

    Store-growth expectations changed from up to 50 new stores in 2025 to 45–55 new stores in 2026, with future targets also revised.

    Was: An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2025 and beyond

  • 27% rewrittenRisks Relating to Our Business

    Changes in credit card expenses could reduce our profitability, especially on fuel transactions

    The risk now uses fuel and fuel-related purchases instead of gasoline terminology, without changing the credit-card cost exposure.

    Was: Changes in credit card expenses could reduce our profitability, especially on gasoline

  • 26% rewrittenRisks Relating to Our Business

    We currently have one primary supplier for over 78% of our merchandise. A disruption in supply could have a material effect on our business

    The disclosure updates Core-Mark purchases to 2025 and says the supply contract was extended through 2031.

  • 25% rewrittenRisks Relating to Our Company

    We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets

    The company added 2025 fixed-asset impairment of $5.3 million alongside 2024’s $8.2 million, both tied largely to Northeast competition.

  • 20% rewrittenRisks Relating to Our Business

    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

    The updated text removes references to proprietary supply arrangements and locations having very few fuel suppliers.

All 34 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K

Risks Relating to Our Company

  1. 02Our business and our reputation could be adversely affected by the failure to protect sensitive customer, employee or vendor data or to comply with applicable regulations relating to data security and privacy
  2. 03Our operations present hazards and risks, which may not be fully covered by insurance, if insured. If a significant accident or event occurs for which we are not adequately insured, our operations and financial results could be adversely affected
  3. 04Our indebtedness could restrict our business and adversely impact our financial condition, results of operations or cash flows; our leverage could increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us in the future
  4. 05Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations
  5. 06Our ability to meet our payment obligations under the notes and our other debt depends on our ability to generate significant cash flow in the future
  6. 07Despite our current indebtedness levels, we may be able to incur substantially more debt. This could exacerbate further the risks associated with our leverage
  7. 08Failure to maintain the quality and safety of our food products could adversely impact our reputation and business
  8. 09We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets25% rewritten

Risks Relating to Our Business

  1. 10Volatility 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
  2. 11We 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 products20% rewritten
  3. 12An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2026 and beyond29% rewritten
  4. 13We currently have one primary supplier for over 78% of our merchandise. A disruption in supply could have a material effect on our business26% rewritten
  5. 14Changes in credit card expenses could reduce our profitability, especially on fuel transactions27% rewritten
  6. 15Walmart continues to be a key relationship with regard to our Murphy USA network
  7. 16Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business57% rewritten
  8. 17such 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 WalmartNew
  9. 18The current level of revenue that is generated from RINs may be highly variable41% rewritten
  10. 19We could be adversely affected if we are not able to attract and retain qualified personnel
  11. 20Capital financing may not always be available to fund our activities

Risks Relating to Our Industry

  1. 21We 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
  2. 22Future 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
  3. 23Changes in consumer behavior and travel as a result of changing economic conditions, the development of alternative energy technologies or otherwise could affect our business
  4. 24Our operations and earnings have been and will continue to be affected by worldwide political developments
  5. 25Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products
  6. 26We are subject to various environmental laws, regulations and permit requirements, which could expose us to significant expenditures, liabilities or obligations and reduce product demand
  7. 27We rely on our technology systems and network infrastructure to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business
  8. 28Our retail operations are subject to extensive governmental laws and regulations, and the cost of compliance with such laws and regulations can be material
  9. 29Future consumer or other litigation could adversely affect our business, financial condition, results of operations and cash flows
  10. 30Compliance with and changes in tax laws could adversely affect our performance
  11. 31Pandemics or disease outbreaks, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations33% rewritten

Risks Relating to Our Common Stock

  1. 32The 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
  2. 33Provisions in our Certificate of Incorporation and Bylaws and certain provisions of Delaware law could delay or prevent a change in control of us
  3. 34We may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock

Other Murphy USA 10-Ks

  • FY2024 10-K risk factors
    35 risks

    Murphy USA relies heavily on single supplier Core-Mark for 78 percent of merchandise and Walmart for store proximity and Walmart+ program participation.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.