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Marathon Petroleum (MPC) director receives 728-share equity retainer grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marathon Petroleum Corp director Jonathan Z. Cohen received a grant of 727.742 shares of common stock as his annual 2026 equity retainer award. The shares were acquired at a stated price of $0.00 per share as compensation, not through an open-market purchase.

After this grant and prior dividend reinvestments, his direct holdings total 16,234.753 common shares, including 313.518 shares acquired via dividend reinvestment that had not been previously reported under Rule 16a-11.

Positive

  • None.

Negative

  • None.
Insider COHEN JONATHAN Z
Role null
Type Security Shares Price Value
Grant/Award Common Stock 727.742 $0.00 --
Holdings After Transaction: Common Stock — 16,234.753 shares (Direct, null)
Footnotes (1)
  1. Represents the reporting person's annual 2026 equity retainer award. Includes 313.518 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
Equity retainer award 727.742 shares Annual 2026 equity retainer award in common stock
Price per share for award $0.00 per share Stated transaction price for the granted shares
Total shares after transaction 16,234.753 shares Director’s direct Marathon Petroleum common stock holdings
Dividend reinvestment shares 313.518 shares Shares acquired via dividend reinvestment, now reported
equity retainer award financial
"Represents the reporting person's annual 2026 equity retainer award."
dividend reinvestment financial
"Includes 313.518 shares acquired pursuant to dividend reinvestment and not previously reported"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Rule 16a-11 regulatory
"not previously reported pursuant to Rule 16a-11."
Grant, award, or other acquisition regulatory
"transaction_code_description": "Grant, award, or other acquisition""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
COHEN JONATHAN Z
(Last)(First)(Middle)
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
(Street)
FINDLAY OHIO 45840
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [ MPC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026A727.742(1)A$016,234.753(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the reporting person's annual 2026 equity retainer award.
2. Includes 313.518 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
/s/ Molly R. Benson, Attorney-in-Fact for Jonathan Z. Cohen05/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Marathon Petroleum (MPC) director Jonathan Z. Cohen report in this Form 4?

Jonathan Z. Cohen reported receiving 727.742 Marathon Petroleum common shares as his 2026 annual equity retainer award. This is a compensation-related stock grant, not an open-market purchase, and increases his directly held position in the company’s shares.

How many Marathon Petroleum (MPC) shares does Jonathan Z. Cohen hold after this transaction?

After the reported grant, Jonathan Z. Cohen directly holds 16,234.753 Marathon Petroleum common shares. This total includes both the new 727.742-share equity retainer award and shares previously accumulated, such as those acquired through dividend reinvestment programs.

Was Jonathan Z. Cohen’s Form 4 transaction in MPC stock a market purchase or a grant?

The Form 4 shows a grant of 727.742 Marathon Petroleum common shares as an equity retainer award, with a price of $0.00 per share. It is categorized as a grant or award acquisition, not an open-market buy or sell transaction in the company’s stock.

What is the significance of the dividend reinvestment shares in Jonathan Z. Cohen’s MPC holdings?

The filing notes that 313.518 shares were acquired through dividend reinvestment and not previously reported under Rule 16a-11. These shares are now included in Cohen’s total direct holdings, clarifying the complete number of Marathon Petroleum shares he beneficially owns.

Does this MPC Form 4 indicate any sale of shares by Jonathan Z. Cohen?

No, the Form 4 only reports an acquisition of 727.742 shares as an equity retainer award and notes prior dividend reinvestment shares. There are no transactions coded as sales or dispositions, so the filing does not show any shares being sold.