Marathon Petroleum (MPC) EVP exercises options, sells 6,336 shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Marathon Petroleum Corp executive Michael A. Henschen II reported an exercise-and-sell transaction in company stock. On 2026-06-04, he exercised options to acquire 4,964 shares of common stock at an exercise price of $49.94 per share and sold a total of 6,336 shares in open-market transactions. The main sale of 4,964 shares used a weighted average price of about $268.845 per share, with individual trades ranging from $268.82 to $268.99, and a separate sale of 1,372 shares was reported at $268.75 per share. After these transactions, he directly owned 16,900 shares of Marathon Petroleum common stock.

Insider Trade Summary

Net Seller: 6,336 shares ($1,703,272)

Net Sell 4 txns

Insider Henschen Michael A II

Role Ex VP, Refining

Sold 6,336 shs ($1.70M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	4,964	$0.00	--
Sale	Common Stock	1,372	$268.75	$369K
Exercise	Common Stock	4,964	$49.94	$248K
Sale	Common Stock	4,964	$268.845	$1.33M

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 16,900 shares (Direct, null)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.82 to $268.99, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form 4. This option, in the amount of 4,964, is exercisable as follows: 1,654 shares on April 1, 2018, 1,655 shares on April 1, 2019 and 1,655 shares on April 1, 2020.

Key Figures

Shares sold: 6,336 shares Main sale price (weighted avg): $268.845/share Additional sale price: $268.75/share +4 more

7 metrics

Shares sold 6,336 shares Total common shares sold on June 4, 2026

Main sale price (weighted avg) $268.845/share Weighted average sale price for 4,964 shares

Additional sale price $268.75/share Open-market sale of 1,372 shares on June 4, 2026

Options exercised 4,964 shares Employee stock option exercised into common stock

Option exercise price $49.94/share Exercise price for 4,964-share employee stock option

Shares held after 16,900 shares Direct Marathon Petroleum holdings after transactions

Option expiration date April 1, 2027 Expiration of employee stock option that was exercised

Key Terms

open-market sale, Employee Stock Option (right to buy), weighted average price, Exercise or conversion of derivative security

4 terms

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Employee Stock Option (right to buy) financial

"security_title": "Employee Stock Option (right to buy)""

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 04:10 PM

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

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^*

Henschen Michael A II

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2026		S		1,372	D	$268.75	16,900	D
Common Stock	06/04/2026		M		4,964	A	$49.94	21,864	D
Common Stock	06/04/2026		S		4,964	D	$268.845⁽¹⁾	16,900	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$49.94	06/04/2026		M			4,964	04/01/2018⁽²⁾	04/01/2027	Common Stock	4,964	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.82 to $268.99, inclusive. The reporting person undertakes to provide to Marathon Petroleum Corporation, any security holder of Marathon Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form 4.

2. This option, in the amount of 4,964, is exercisable as follows: 1,654 shares on April 1, 2018, 1,655 shares on April 1, 2019 and 1,655 shares on April 1, 2020.

Remarks:

Executive Vice President, Refining

	/s/ Molly R. Benson, Attorney-in-Fact for Michael A. Henschen II	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Marathon Petroleum (MPC) report for Michael A. Henschen II?

Marathon Petroleum reported that executive Michael A. Henschen II exercised options and sold shares on June 4, 2026. He exercised 4,964 stock options and sold a total of 6,336 common shares in open-market transactions, combining option exercise activity with share dispositions.

How many Marathon Petroleum (MPC) shares did Michael A. Henschen II sell and at what prices?

Michael A. Henschen II sold 6,336 Marathon Petroleum common shares. A 4,964-share block was sold at a weighted average price of about $268.845, within a $268.82–$268.99 range, and an additional 1,372 shares were sold at $268.75 per share.

What stock options did Michael A. Henschen II exercise in Marathon Petroleum (MPC)?

He exercised an employee stock option covering 4,964 Marathon Petroleum common shares at a $49.94 exercise price. The option had become exercisable in three tranches from April 1, 2018 through April 1, 2020, and carried an expiration date of April 1, 2027.

How many Marathon Petroleum (MPC) shares does Michael A. Henschen II hold after the reported transactions?

Following the June 4, 2026 transactions, Michael A. Henschen II directly held 16,900 Marathon Petroleum common shares. This reflects his position after exercising 4,964 options and selling a combined total of 6,336 shares in the open market.

Was the reported Marathon Petroleum (MPC) insider sale by Michael A. Henschen II an open-market transaction?

Yes, the Form 4 classifies both reported dispositions by Michael A. Henschen II as open-market or private sale transactions. The sales were recorded under transaction code “S,” indicating sales rather than purchases, grants, gifts, or tax-withholding events.