Marathon Petroleum director gets 2026 equity award

Marathon Petroleum Corp director Evan Bayh received a new stock grant as part of his 2026 compensation.

Rhea-AI Filing Summary

Marathon Petroleum Corp director Evan Bayh received a new stock grant as part of his 2026 compensation. The Form 4 shows an award of 727.742 shares of Common Stock, bringing his directly held stake to 73,000.886 shares.

Footnotes explain this represents his annual 2026 equity retainer award and note that his holdings include 1,216.56 shares previously acquired through dividend reinvestment and not earlier reported under Rule 16a-11.

Insider Trade Summary

Grant/Award: 727.742 shares

Grant/Award 1 txn

Insider Bayh Evan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	727.742	$0.00	$0.00

Holdings After Transaction: Common Stock — 73,000.886 shares (Direct)

Footnotes (2)

1. F1. Represents the reporting person's annual 2026 equity retainer award.
2. F2. Includes 1,216.56 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

Key Figures

Equity award shares: 727.742 shares Total shares after transaction: 73,000.886 shares Dividend reinvestment shares: 1,216.56 shares

3 metrics

Equity award shares 727.742 shares Annual 2026 equity retainer award for director

Total shares after transaction 73,000.886 shares Direct Common Stock holdings after grant

Dividend reinvestment shares 1,216.56 shares Shares acquired via dividend reinvestment now included in total

Key Terms

annual 2026 equity retainer award, dividend reinvestment, Rule 16a-11, Common Stock

4 terms

annual 2026 equity retainer award financial

"Represents the reporting person's annual 2026 equity retainer award."

dividend reinvestment financial

"Includes 1,216.56 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."

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Marathon Petroleum (MPC) director Evan Bayh report in this Form 4?

Evan Bayh reported receiving a grant of Common Stock as part of his 2026 compensation. He was awarded 727.742 shares, increasing his directly held position to 73,000.886 shares after the transaction, according to the Form 4 filing’s ownership table and footnotes.

Is Evan Bayh’s Marathon Petroleum (MPC) transaction a market purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. The filing labels it as a grant, award, or other acquisition, and a footnote states it represents the reporting person’s annual 2026 equity retainer award as a director of Marathon Petroleum Corp.

How many Marathon Petroleum (MPC) shares did Evan Bayh receive in this equity award?

Evan Bayh received 727.742 shares of Marathon Petroleum Common Stock. This award is identified in the filing with transaction code A for a grant or award, and the shares were added to his existing direct holdings reported in the ownership column after the transaction.

What is Evan Bayh’s total direct Marathon Petroleum (MPC) shareholding after this Form 4 transaction?

After the reported grant, Evan Bayh directly holds 73,000.886 shares of Marathon Petroleum Common Stock. This total includes his new 727.742-share award and also reflects prior accumulations, as shown in the Form 4’s post-transaction ownership figure for his direct holdings.

What does the footnote about dividend reinvestment in Evan Bayh’s Marathon Petroleum (MPC) filing mean?

A footnote explains that his reported holdings include 1,216.56 shares acquired through dividend reinvestment. These dividend-based shares were not previously reported under Rule 16a-11, so the Form 4 clarifies that they are now included in his total direct share count.

Why is the transaction price per share listed as 0.0000 in this Marathon Petroleum (MPC) Form 4?

The price per share appears as 0.0000 because the shares were granted as an equity retainer award, not bought in the market. For compensation awards, Form 4 often shows a zero price since the director receives shares as part of their service-related compensation package.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:45 PM EDT Learn about SEC filing dates

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^*

Bayh Evan

(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)

X	Director		10% 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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		A		727.742(1)	A	$0	73,000.886(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the reporting person's annual 2026 equity retainer award.

2. Includes 1,216.56 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

	/s/ Molly R. Benson, Attorney-in-Fact for Evan Bayh	05/04/2026
	** 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)