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Marathon Petroleum (NYSE: MPC) CLO exercises options, sells stock under 10b5-1 plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marathon Petroleum Corp (MPC) reports that Chief Legal Officer and Corporate Secretary Molly R. Benson exercised employee stock options to acquire 17,196 shares of common stock at an exercise price of $47.73 per share and sold 17,196 shares at $358.57 per share on August 17, 2026. These transactions, reflecting net sales of common stock, were effected pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2026. Benson also holds an indirect position of 88.355 shares through a 401(k) plan, which includes fractional shares acquired via dividend reinvestment.

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Insider Benson Molly R
Role Chief Legal Ofc & Corp Sec
Sold 17,196 shs ($6.17M)
Approx. gross sale proceeds $6.17M
Approx. exercise cost $821K
Approx. pre-tax spread $5.35M
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) F4 7,196 $0.00 $0.00
Exercise Employee Stock Option (right to buy) F4 5,000 $0.00 $0.00
Exercise Employee Stock Option (right to buy) F4 5,000 $0.00 $0.00
Exercise Common Stock F1 7,196 $47.73 $343K
Sale Common Stock F2 7,196 $358.57 $2.58M
Exercise Common Stock 5,000 $47.73 $239K
Sale Common Stock F2 5,000 $358.57 $1.79M
Exercise Common Stock 5,000 $47.73 $239K
Sale Common Stock F2 5,000 $358.57 $1.79M
holding Common Stock F3 -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 30,334.3328 shares (Direct); Common Stock — 88.355 shares (Indirect, By 401(k) Plan)
Footnotes (4)
  1. F1. Includes 0.177747 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
  2. F2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2026.
  3. F3. Includes 0.736 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
  4. F4. This option, in the amount of 17,196, is exercisable as follows: 5,732 shares on March 1, 2021, 5,732 shares on March, 1, 2022 and 5,732 shares on March 1, 2023.
Shares sold 17,196 shares Total MPC common shares sold by Molly R. Benson on August 17, 2026
Sale price per share $358.57 per share Price for MPC common stock sales on August 17, 2026
Option exercise price $47.73 per share Exercise price of employee stock options converted into MPC common stock
Options exercised 17,196 shares Total underlying MPC common shares from employee stock options exercised
Indirect 401(k) holdings 88.355 shares MPC common stock held indirectly by Molly R. Benson via a 401(k) plan
Option expiration date 2030-03-01 Expiration date of the employee stock option originally covering 17,196 shares
10b5-1 plan adoption date 2026-05-15 Date Benson adopted the Rule 10b5-1 trading plan used for these sales
Rule 10b5-1 trading plan regulatory
"The sales reported ... were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Employee Stock Option financial
"security_title: Employee Stock Option (right to buy)"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
dividend reinvestment financial
"Includes 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.
401(k) Plan financial
"nature_of_ownership: By 401(k) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

What insider transactions did MPC executive Molly R. Benson report on August 17, 2026?

MPC executive Molly R. Benson exercised options for 17,196 shares at $47.73 and sold 17,196 shares at $358.57 on August 17, 2026. The activity reflects option exercises followed by open-market or private sales of the resulting common stock.

How many Marathon Petroleum (MPC) shares did Molly R. Benson sell, and at what price?

Molly R. Benson sold 17,196 MPC shares at a price of $358.57 per share. These sales occurred on August 17, 2026 and were coded as open-market or private transactions following the exercise of employee stock options.

What was the exercise price of the options Molly R. Benson exercised in MPC stock?

The employee stock options exercised by Molly R. Benson had an exercise price of $47.73 per share. Exercising these options produced 17,196 common shares, which were then sold on the same date in separate transactions.

Were Molly R. Benson’s MPC stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the MPC stock sales were effected under a Rule 10b5-1 trading plan. The plan was adopted by Molly R. Benson on May 15, 2026, providing a pre-arranged framework for executing the reported sales.

Does Molly R. Benson still hold any Marathon Petroleum (MPC) shares after these transactions?

The filing reports an indirect holding of 88.355 MPC shares in a 401(k) plan. This amount includes 0.736 fractional shares acquired through dividend reinvestment; direct post-transaction common stock holdings are not specified in the data provided.

What role does Molly R. Benson hold at Marathon Petroleum Corp (MPC)?

Molly R. Benson is identified as Chief Legal Officer and Corporate Secretary of Marathon Petroleum Corp. Her position makes her a reporting officer whose equity transactions in MPC stock are subject to public disclosure requirements.

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Learn about SEC filing dates
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).
X
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*
Benson Molly R

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Ofc & Corp Sec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
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 Stock08/17/2026M7,196A$47.7337,530.3328(1)D
Common Stock08/17/2026S(2)7,196D$358.5730,334.3328D
Common Stock08/17/2026M5,000A$47.7335,334.3328D
Common Stock08/17/2026S(2)5,000D$358.5730,334.3328D
Common Stock08/17/2026M5,000A$47.7335,334.3328D
Common Stock08/17/2026S(2)5,000D$358.5730,334.3328D
Common Stock88.355(3)IBy 401(k) Plan
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
Employee Stock Option (right to buy)$47.7308/17/2026M7,19603/01/2021(4)03/01/2030Common Stock7,196$010,000D
Employee Stock Option (right to buy)$47.7308/17/2026M5,00003/01/2021(4)03/01/2030Common Stock5,000$05,000D
Employee Stock Option (right to buy)$47.7308/17/2026M5,00003/01/2021(4)03/01/2030Common Stock5,000$00D
Explanation of Responses:
1. Includes 0.177747 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2026.
3. Includes 0.736 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.
4. This option, in the amount of 17,196, is exercisable as follows: 5,732 shares on March 1, 2021, 5,732 shares on March, 1, 2022 and 5,732 shares on March 1, 2023.
Remarks:
Chief Legal Officer and Corporate Secretary
/s/ Shane T. Pfleiderer, Attorney-in-Fact for Molly R. Benson08/19/2026
** 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)