MPC to combine CEO and Chair roles Jan 1, 2026; board to 11

Rhea-AI Filing Summary

Marathon Petroleum (MPC) announced a leadership transition. The Board elected Maryann T. Mannen, its President and CEO, as Chairman of the Board, effective January 1, 2026. She will hold both roles.

Michael J. Hennigan notified the company of his retirement as Executive Chairman and as a director effective the same date. Following his retirement, the Board size will be set at 11 directors.

The filing notes the company’s prior mandatory retirement policy for executive officers had been waived for Mr. Hennigan upon his election as Executive Chairman effective August 1, 2024, and that the policy has since been rescinded. The company issued a press release on November 4, 2025 announcing these changes.

Insights

Corporate governance analyst

CEO also becomes Chair; Executive Chairman retires.

MPC is consolidating leadership with Maryann T. Mannen serving as both CEO and Chair starting January 1, 2026. This simplifies board leadership while maintaining continuity.

Michael J. Hennigan will retire as Executive Chairman and director on the same date. The Board will have 11 directors. The prior mandatory retirement policy was rescinded after a waiver for Hennigan when he became Executive Chairman on August 1, 2024.

These are governance updates; actual effects depend on board practices and leadership execution. Subsequent disclosures may provide further detail on committee structures or lead director roles.

0001510295false00015102952025-10-292025-10-29

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) October 29, 2025

_____________________________________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2025, the board of directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) elected Maryann T. Mannen, President and Chief Executive Officer and member of the Board, as Chairman of the Board, effective as of January 1, 2026 (the “Effective Date”). Ms. Mannen will assume the role of Chairman of the Board in addition to her current responsibilities.

Ms. Mannen will succeed Michael J. Hennigan, who notified the Company on October 29, 2025 of his intention to retire as Executive Chairman and as a member of the Board as of the Effective Date. The Company’s mandatory retirement policy (the “Policy”), which previously required an executive officer to retire coincident with, or immediately following, the first of the month after reaching age 65, was waived as to Mr. Hennigan upon his election as Executive Chairman effective August 1, 2024. The Policy has since been rescinded by the Board.

With the retirement of Mr. Hennigan, the size of the Board will be decreased to 11 directors as of the Effective Date.

Item 8.01 Other Events.

On November 4, 2025, the Company issued a press release announcing the changes reported above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number						Description
99.1						Press release issued by Marathon Petroleum Corporation on November 4, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 4, 2025			By:						/s/ Molly R. Benson
									Name: Molly R. Benson
									Title: Chief Legal Officer and Corporate Secretary

FAQ

What leadership change did MPC announce?

Maryann T. Mannen was elected Chairman of the Board while continuing as President and CEO, effective January 1, 2026.

Who is retiring from Marathon Petroleum’s board?

Michael J. Hennigan will retire as Executive Chairman and as a director effective January 1, 2026.

What will be Marathon Petroleum’s board size after the change?

The Board will be set at 11 directors as of January 1, 2026.

Did MPC change its executive retirement policy?

Yes. A prior mandatory retirement policy was rescinded after a waiver previously granted to Mr. Hennigan.

Did MPC issue a press release about these changes?

Yes. A press release dated November 4, 2025 announced the leadership and board updates.