Marathon Petroleum (MPC) exec reports stock award and tax share use

Rhea-AI Filing Summary

Marathon Petroleum Corp executive Michael A. Henschen II reported a mix of stock award and tax-related share dispositions. On March 1, 2026, he acquired 2,290 shares of common stock as a grant or award at $0 per share, increasing his direct holdings.

On March 2, 2026, he disposed of a total of 481 common shares through tax-withholding transactions at a price of $206.30 per share to cover exercise price or tax liabilities, a process that does not represent open-market selling. After these transactions, he directly held 18,272 common shares.

SEC Form 4

FORM 4

UNITED 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

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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^*

Henschen Michael A II

(Last) (First) (Middle)

C/O MARATHON PETROLEUM CORPORATION

539 S. MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [ MPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Ex VP, Refining

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		A		2,290	A	$0	18,753	D
Common Stock	03/02/2026		F		167	D	$206.3	18,586	D
Common Stock	03/02/2026		F		123	D	$206.3	18,463	D
Common Stock	03/02/2026		F		191	D	$206.3	18,272	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Executive Vice President, Refining

	/s/ Molly R. Benson, Attorney-in-Fact for Michael A. Henschen II	03/03/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did MPC executive Michael Henschen report?

Michael A. Henschen II reported a stock award and tax-related share dispositions. He received 2,290 common shares as a grant, then used 481 shares for tax-withholding transactions, leaving 18,272 directly held shares in Marathon Petroleum common stock.

How many Marathon Petroleum (MPC) shares did Michael Henschen acquire?

He acquired 2,290 Marathon Petroleum common shares as a grant or award. The filing shows these were issued at a price of $0.00 per share, reflecting compensation rather than a market purchase, and increased his directly held ownership position.

Were Michael Henschen’s MPC share dispositions open-market sales?

No, the dispositions were tax-withholding transactions, not open-market sales. The Form 4 states code F, meaning shares were delivered at $206.30 per share to cover exercise price or tax liabilities tied to equity compensation.

What price was used for Michael Henschen’s MPC tax-withholding transactions?

The tax-withholding dispositions used a transaction price of $206.30 per share. This price applied to three separate non-derivative common stock transactions coded F, which collectively used 481 shares to satisfy tax or exercise obligations.

How many Marathon Petroleum (MPC) shares does Michael Henschen hold after these transactions?

After the reported transactions, Michael A. Henschen II directly holds 18,272 Marathon Petroleum common shares. This figure reflects the 2,290-share grant received and the 481 shares disposed of for tax-withholding purposes as disclosed in the Form 4.