Marathon Petroleum (MPC) VP reports stock award and tax-withholding share moves

Rhea-AI Filing Summary

Marathon Petroleum VP and Controller Erin M. Brzezinski reported a stock award and related tax-withholding transactions in company common stock. On March 1, she acquired 509 shares through a grant with no purchase price. On March 2, she had three tax-withholding dispositions of small share amounts at $206.30 per share, and following these transactions she held a little over two thousand shares directly.

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^*

Brzezinski Erin M

(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)
	VP and Controller

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		509	A	$0	2,296	D
Common Stock	03/02/2026		F		49	D	$206.3	2,247	D
Common Stock	03/02/2026		F		42	D	$206.3	2,205	D
Common Stock	03/02/2026		F		59	D	$206.3	2,146	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:

Vice President and Controller

	/s/ Molly R. Benson, Attorney-in-Fact for Erin M. Brzezinski	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 Erin Brzezinski report on this Form 4?

Erin M. Brzezinski reported a stock grant and related tax-withholding dispositions in Marathon Petroleum common stock. She received 509 shares as a grant, then had three small tax-withholding share dispositions at $206.30 per share, all held under direct ownership.

Was Erin Brzezinski buying or selling Marathon Petroleum (MPC) stock in this filing?

The filing shows a grant of 509 shares and three tax-withholding dispositions, not open-market buying or selling. The dispositions, coded “F,” reflect payment of tax liabilities by delivering shares rather than discretionary sales into the market.

What price was used for Erin Brzezinski’s MPC tax-withholding share dispositions?

Each tax-withholding disposition used a price of $206.30 per share. This price applies to the three Form 4 transactions coded “F,” which represent payment of exercise price or tax liability by delivering Marathon Petroleum common stock instead of cash.

How many Marathon Petroleum shares did Erin Brzezinski receive in the reported grant?

Erin Brzezinski received a grant of 509 common shares of Marathon Petroleum. The grant is coded “A” for award or other acquisition, with a reported price of $0.00 per share, indicating she did not pay cash to acquire these shares.

Does Erin Brzezinski hold Marathon Petroleum (MPC) shares directly after these transactions?

All reported positions are classified as direct ownership for Erin Brzezinski. After the grant and subsequent tax-withholding dispositions, her remaining holdings are shown as directly owned common stock, with no indirect ownership entities or footnote disclaimers indicated.