[8-K] MARATHON PETROLEUM CORPORATION Reports Material Event

Rhea-AI Filing Summary

On August 5, 2025, Marathon Petroleum Corporation (NYSE: MPC) filed a Form 8-K under Item 2.02 to furnish, rather than file, its press release announcing financial results for the quarter ended June 30, 2025. The earnings release is attached as Exhibit 99.1 and is incorporated by reference only to the extent expressly stated in future filings. No quantitative results, guidance, or financial statements appear in the Form 8-K itself. A cover-page Inline XBRL file is listed as Exhibit 104. The report was signed by Executive Vice President & Chief Financial Officer John J. Quaid.

Insights

Financial Analyst

TL;DR: Routine 8-K furnishes Q2 earnings release; no numbers disclosed, neutral market impact.

The filing merely notifies investors that MPC has released its Q2 2025 results via a separate press release (Ex. 99.1). Because the actual financial metrics are not included, the Form 8-K adds limited incremental information beyond the existence and timing of the release. Such “furnished” 8-Ks are standard practice and generally carry neutral capital-market impact until investors review the underlying press release. Compliance appears orderly, and there are no indications of accounting restatements, guidance changes, or other material surprises.

Corporate Governance Expert

TL;DR: Procedural disclosure aligns with Regulation FD; governance implications minimal.

MPC satisfies its disclosure obligations by promptly furnishing the earnings release, maintaining transparency under Reg FD. The decision to mark the exhibit as “not filed” preserves safe-harbor protections and is customary. Signature by CFO John Quaid meets Section 302 certification expectations. With no leadership changes or compliance flags, governance risk remains unchanged.

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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) August 5, 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 2.02 Results of Operations and Financial Condition

On August 5, 2025, Marathon Petroleum Corporation issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below 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 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release issued by Marathon Petroleum Corporation on August 5, 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: August 5, 2025			By:						/s/ John J. Quaid
									Name: John J. Quaid
									Title: Executive Vice President and Chief Financial Officer

FAQ

When did Marathon Petroleum (MPC) file its Q2 2025 earnings 8-K?

The Form 8-K was filed on August 5, 2025.

What is included in Exhibit 99.1 of MPC’s August 5, 2025 8-K?

Exhibit 99.1 contains the press release announcing MPC’s financial results for Q2 2025.

Does the 8-K itself provide Marathon Petroleum’s Q2 2025 financial numbers?

No; the filing only furnishes the press release and does not detail any financial metrics.

Who signed Marathon Petroleum’s August 5, 2025 8-K?

The filing was signed by John J. Quaid, Executive Vice President & CFO.

Why is the press release marked as “furnished” instead of “filed”?

Marking it as “furnished” limits its liability under the Exchange Act while still complying with Regulation FD disclosure requirements.