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[8-K] Marathon Petroleum Corp Reports Material Event

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Marathon Petroleum Corporation entered a new $5.0 billion unsecured revolving credit agreement maturing on April 7, 2031, replacing its 2022 facility and intended for general corporate purposes. As of March 31, 2026, MPC held $2.2 billion of cash and cash equivalents, including $1.5 billion at MPLX.

Subsidiary MPLX LP entered a separate $2.5 billion unsecured revolving credit agreement, also maturing on April 7, 2031, replacing its prior 2022 facility and intended for general partnership purposes. Both facilities include customary covenants, leverage limits and sub-facilities for swing-line loans and letters of credit, with no borrowings outstanding when the prior agreements were terminated or under the new agreements at signing.

Positive

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
MPC revolver size $5.0 billion unsecured revolving credit facility Matures on April 7, 2031; replaces 2022 MPC Credit Agreement
MPLX revolver size $2.5 billion unsecured revolving credit facility Matures on April 7, 2031; replaces 2022 MPLX Credit Agreement
MPC cash balance $2.2 billion cash and cash equivalents As of March 31, 2026, including $1.5 billion at MPLX
MPLX cash balance $1.5 billion cash and cash equivalents As of March 31, 2026
MPC leverage covenant Consolidated Net Debt to Total Capitalization ≤ 65% Tested at each fiscal quarter-end under New MPC Credit Agreement
MPLX leverage covenant Debt to Consolidated EBITDA ≤ 5.0x (5.5x in Acquisition Period) Four prior fiscal quarters under New MPLX Credit Agreement
MPC sub-facilities $300.0M swing-line; up to $2.0B LCs (up to $3.0B) New MPC Credit Agreement letter of credit capacity with extra commitments
MPLX sub-facilities $150.0M swing-line; up to $150.0M LCs (up to $200.0M) New MPLX Credit Agreement LC capacity with added commitments
Revolving Credit Agreement financial
"entered into a $5.0 billion, five-year Revolving Credit Agreement"
A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.
Term SOFR financial
"Borrowings under the New MPC Credit Agreement bear interest at the Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Alternate Base Rate financial
"or (ii) the Alternate Base Rate plus the applicable margin"
Consolidated Net Debt financial
"ratio of Consolidated Net Debt to Total Capitalization not to exceed 65%"
Consolidated EBITDA financial
"ratio of Consolidated Total Debt to Consolidated EBITDA not to exceed 5.0 to 1.0"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
Acquisition Period financial
"or 5.5 to 1.0 during an Acquisition Period"
Understanding 8-K Material Events →
0001510295false00015102952026-04-072026-04-07
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) April 7, 2026
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware
 
001-35054
 
27-1284632
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
539 South Main Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:  (419) 422-2121
_____________________________________________
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: 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01
MPC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01
Entry into a Material Definitive Agreement.
MPC Credit Agreement
On April 7, 2026, Marathon Petroleum Corporation, a Delaware corporation (“MPC”), entered into a $5.0 billion, five-year
Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A.,
Wells Fargo Securities, LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank,
Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC, as joint lead
arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication agent, each of Bank of America, N.A.,
Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada,
Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the
other lenders and issuing banks that are parties thereto (the “New MPC Credit Agreement”).
The New MPC Credit Agreement replaces the previously effective 2022 MPC Credit Agreement (as defined below) and is
intended to be used for general corporate purposes. There were no borrowings outstanding under the 2022 MPC Credit
Agreement at the time of its termination, and as of the date hereof, there are no borrowings outstanding under the New MPC
Credit Agreement. As of March 31, 2026, MPC had $2.2 billion of cash and cash equivalents, including $1.5 billion of cash and
cash equivalents held by MPLX.
The New MPC Credit Agreement provides for a $5.0 billion unsecured revolving credit facility that matures on April 7, 2031. MPC
has an option to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other conditions, the
consent of the lenders whose commitments would be increased. In addition, MPC may request up to two one-year extensions of
the maturity date of the New MPC Credit Agreement subject to, among other conditions, the consent of lenders holding a
majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on the then-effective
maturity date. The New MPC Credit Agreement includes sub-facilities for swing-line loans of up to $300.0 million and letters of
credit of up to $2.0 billion (which may be increased to up to $3.0 billion upon receipt of additional letter of credit issuing
commitments).
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPC’s credit ratings, accrue on
the unused commitments under the New MPC Credit Agreement. Borrowings under the New MPC Credit Agreement bear
interest, at MPC’s election, at either (i) the Term SOFR (as defined in the New MPC Credit Agreement) plus the applicable
margin, depending on MPC’s credit ratings, or (ii) the Alternate Base Rate (as defined in the New MPC Credit Agreement) plus
the applicable margin ranging from 0.0 basis points to 75.0 basis points per annum, depending on MPC’s credit ratings.
The New MPC Credit Agreement contains representations and warranties, affirmative and negative covenants and events of
default that MPC considers customary for an agreement of its nature and type, including a covenant that requires MPC to
maintain a ratio (expressed as a percentage) of Consolidated Net Debt (as defined in the New MPC Credit Agreement) to Total
Capitalization (as defined in the New MPC Credit Agreement) not to exceed 65% as of the last day of each fiscal quarter. If an
event of default exists under the New MPC Credit Agreement, the lenders may terminate the commitments thereunder and
require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit. In
addition to commitment fees and interest charges, MPC agreed to pay administrative fees, letter of credit fronting fees and other
customary fees and to reimburse certain expenses of the lenders and agents incurred in connection with the New MPC Credit
Agreement.
MPLX Credit Agreement
On April 7, 2026, MPLX LP, a Delaware master limited partnership sponsored by MPC (“MPLX”), entered into a $2.5 billion, five-
year Revolving Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo
Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank
USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities
(USA) LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of
America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal
Bank of Canada, Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York Branch, as documentation
agents, and the other lenders and issuing banks that are parties thereto (the “New MPLX Credit Agreement”).
The New MPLX Credit Agreement replaces the previously effective 2022 MPLX Credit Agreement (as defined below) and is
intended to be used for general partnership purposes. There were no borrowings outstanding under the 2022 MPLX Credit
Agreement at the time of its termination, and as of the date hereof, there are no borrowings outstanding under the New MPLX
Credit Agreement. As of March 31, 2026, MPLX had $1.5 billion of cash and cash equivalents.
The New MPLX Credit Agreement provides for a $2.5 billion unsecured revolving credit facility that matures on April 7, 2031.
MPLX has an option to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other
conditions, the consent of the lenders whose commitments would be increased. In addition, MPLX may request up to two one-
year extensions of the maturity date of the New MPLX Credit Agreement subject to, among other conditions, the consent of
lenders holding a majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on
the then-effective maturity date. The New MPLX Credit Agreement includes sub-facilities for swing-line loans of up to $150.0
million and letters of credit of up to $150.0 million (which may be increased to up to $200.0 million upon receipt of additional letter
of credit issuing commitments).
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPLX’s credit ratings, accrue on
the unused commitments under the New MPLX Credit Agreement. Borrowings under the New MPLX Credit Agreement bear
interest, at MPLX’s election, at either (i) the Adjusted Term SOFR (as defined in the New MPLX Credit Agreement) plus the
applicable margin ranging from 100.0 basis points to 175.0 basis points per annum, depending on MPLX’s credit ratings, or (ii)
the Alternate Base Rate (as defined in the New MPLX Credit Agreement) plus the applicable margin ranging from 0.0 basis
points to 75.0 basis points per annum, depending on MPLX’s credit ratings.
The New MPLX Credit Agreement contains representations and warranties, affirmative and negative covenants and events of
default that MPLX considers customary for an agreement of its nature and type, including a covenant that requires MPLX’s ratio
of Consolidated Total Debt (as defined in the New MPLX Credit Agreement) to Consolidated EBITDA (as defined in the New
MPLX Credit Agreement) for the four prior fiscal quarters not to exceed 5.0 to 1.0 as of the last day of each fiscal quarter (or 5.5
to 1.0 during an Acquisition Period (as defined in the New MPLX Credit Agreement)). Consolidated EBITDA is subject to
adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. In addition to
commitment fees and interest charges, MPLX agreed to pay administrative fees, letter of credit fronting fees and other customary
fees and to reimburse certain expenses of the lenders and agents incurred in connection with the New MPLX Credit Agreement.
Certain parties to the New MPC Credit Agreement and the New MPLX Credit Agreement have in the past performed, and may in
the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for MPC or
MPLX and their subsidiaries and affiliates, for which they have received, and may in the future receive, customary compensation
and reimbursement of expenses.
The above descriptions of the material terms and conditions of the New MPC Credit Agreement and the New MPLX Credit
Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the New MPC Credit
Agreement and the New MPLX Credit Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and
incorporated by reference herein.
Item 1.02
Termination of a Material Definitive Agreement.
The New MPC Credit Agreement replaced MPC’s previously existing $5.0 billion credit agreement, dated as of July 7, 2022 (the
“2022 MPC Credit Agreement”), by and among MPC, JPMorgan Chase Bank, N.A., as administrative agent, and the various
other commercial lending institutions that were party thereto. The 2022 MPC Credit Agreement was terminated in connection
with and as a condition to the availability of the lending and credit commitments under the New MPC Credit Agreement. A
summary of the material terms of the 2022 MPC Credit Agreement may be found in the Current Report on Form 8-K filed by
MPC on July 12, 2022, which summary is incorporated herein by reference.
The New MPLX Credit Agreement replaced MPLX’s previously existing $2.0 billion credit agreement, dated as of July 7, 2022
(the “2022 MPLX Credit Agreement”), by and among MPLX, Wells Fargo Bank, National Association, as administrative agent,
and the various other commercial lending institutions that were party thereto. The 2022 MPLX Credit Agreement was terminated
in connection with and as a condition to the availability of the lending and credit commitments under the New MPLX Credit
Agreement. A summary of the material terms of the 2022 MPLX Credit Agreement may be found in the Current Report on Form
8-K filed by MPC on July 12, 2022, which summary is incorporated herein by reference.
Item 2.02
Results of Operations and Financial Condition.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to MPC’s preliminary estimate of its cash
and cash equivalents as of March 31, 2026, is incorporated herein by reference. Such information is unaudited and preliminary
and does not present all information necessary for an understanding of the MPC’s results of operations for the quarter ended
March 31, 2026.
Information in this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “ Exchange Act ”), or otherwise incorporated by reference into any filing pursuant to the  Securities Act of 1933,
as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
 
Description
10.1#
 
Revolving Credit Agreement, dated as of April 7, 2026, by and among Marathon Petroleum Corporation, as
borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo
Securities, LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, Mizuho
Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities
(USA) LLC, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication
agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho
Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and The Toronto-
Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are
parties thereto
10.2#
Revolving Credit Agreement, dated as of April 7, 2026, by and among MPLX LP, as borrower, Wells Fargo Bank,
National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A.,
Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG
Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC, as joint
lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of
America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank,
Ltd., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York
Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted 
schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
SIGNATURES
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.
 
Marathon Petroleum Corporation
Date: April 13, 2026
By:
/s/ Molly R. Benson
Name: Molly R. Benson
Title: Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did Marathon Petroleum (MPC) obtain?

Marathon Petroleum entered a new unsecured revolving credit agreement for $5.0 billion maturing on April 7, 2031. It replaces the 2022 credit agreement and is intended for general corporate purposes, providing flexible liquidity with no borrowings outstanding at signing.

What are the key terms of the new MPLX LP credit agreement?

MPLX LP entered a new unsecured revolving credit agreement for $2.5 billion maturing on April 7, 2031. It replaces the 2022 facility, supports general partnership purposes, and includes swing-line and letter of credit sub-facilities with customary financial covenants and leverage limits.

How much cash does Marathon Petroleum (MPC) report as of March 31, 2026?

As of March 31, 2026, Marathon Petroleum had $2.2 billion of cash and cash equivalents. This amount includes $1.5 billion of cash and cash equivalents held by MPLX, reflecting the group’s available liquidity alongside the new revolving credit facilities.

What financial covenant applies to MPC under the new credit agreement?

MPC must keep its ratio of Consolidated Net Debt to Total Capitalization at or below 65% at each fiscal quarter-end. This leverage covenant is a standard lender protection, helping ensure Marathon Petroleum maintains a defined balance between debt and total capital.

What leverage covenant applies to MPLX LP in its new facility?

MPLX must keep its ratio of Consolidated Total Debt to Consolidated EBITDA at or below 5.0 to 1.0, or 5.5 to 1.0 during an Acquisition Period. This covenant limits partnership leverage relative to earnings, with adjustments for certain acquisitions and capital projects.

Are there borrowings outstanding under the new MPC and MPLX credit agreements?

There were no borrowings outstanding under the prior 2022 MPC and MPLX credit agreements at termination, and there are no borrowings outstanding under the new credit agreements as of the signing date. The facilities currently serve as committed backup liquidity.

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