What is the nature of the 727.742-share award reported by Marathon Petroleum (MPC) director Al Khayyal?

The 727.742-share award represents his annual 2026 equity retainer as a director of Marathon Petroleum. It is a stock-based compensation grant, reported with a price of $0.0000 per share, indicating no cash was paid by the director for these shares.

Marathon Petroleum (MPC) awards 2026 equity retainer shares to director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Marathon Petroleum director Abdulaziz Fahd Al Khayyal reported an equity grant of company stock.

On April 30, 2026, he received 727.742 shares of Marathon Petroleum common stock as his annual 2026 equity retainer award, at no cash cost. Following this grant and prior dividend reinvestment, he now directly holds 25,951.017 shares, including 509.957 shares acquired through dividend reinvestment that had not been previously reported under Rule 16a-11.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Al Khayyal Abdulaziz Fahd

Role null

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

Holdings After Transaction: Common Stock — 25,951.017 shares (Direct, null)

Footnotes (1)

Represents the reporting person's annual 2026 equity retainer award. Includes 509.957 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

Key Figures

Equity retainer award: 727.742 shares Shares held after transaction: 25,951.017 shares Dividend reinvestment shares: 509.957 shares +1 more

4 metrics

Equity retainer award 727.742 shares Annual 2026 director equity retainer granted on April 30, 2026

Shares held after transaction 25,951.017 shares Direct Marathon Petroleum common stock holdings following the award

Dividend reinvestment shares 509.957 shares Shares acquired through dividend reinvestment and newly reported

Grant price per share $0.0000 per share Compensation grant with no cash paid by the director

Key Terms

equity retainer award, dividend reinvestment, Rule 16a-11, grant, award, or other acquisition

4 terms

equity retainer award financial

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

dividend reinvestment financial

"Includes 509.957 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."

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 04:42 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^*

Al Khayyal Abdulaziz Fahd

(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)
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	04/30/2026		A		727.742⁽¹⁾	A	$0	25,951.017⁽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)
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)

Explanation of Responses:

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

2. Includes 509.957 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

	/s/ Molly R. Benson, Attorney-in-Fact for Abdulaziz F. Alkhayyal	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Marathon Petroleum (MPC) director Abdulaziz Fahd Al Khayyal report?

He reported receiving an equity grant of Marathon Petroleum common stock. On April 30, 2026, he was awarded 727.742 shares as his annual 2026 equity retainer, a standard form of director compensation rather than an open-market stock purchase or sale.

How many Marathon Petroleum (MPC) shares does Abdulaziz Fahd Al Khayyal hold after this Form 4 transaction?

After the reported grant, he directly holds 25,951.017 shares of Marathon Petroleum common stock. This total includes the newly awarded 727.742 shares and 509.957 shares previously acquired through dividend reinvestment that had not been reported earlier under Rule 16a-11.

Did the Marathon Petroleum (MPC) director buy or sell shares on the market in this Form 4?

The filing shows an acquisition via grant, not a market trade. Abdulaziz Fahd Al Khayyal received 727.742 shares as a compensation award, coded as a grant or other acquisition, with no corresponding open-market purchase or sale reported in this Form 4.

What does the dividend reinvestment disclosure mean in the Marathon Petroleum (MPC) Form 4?

The filing notes that 509.957 shares were acquired through dividend reinvestment and not previously reported under Rule 16a-11. This means cash dividends on existing holdings were automatically reinvested into additional Marathon Petroleum shares, increasing his direct ownership position over time.

Why is the transaction price listed as 0.0000 for the Marathon Petroleum (MPC) equity award?

The transaction price of 0.0000 reflects that the shares were granted as compensation, not purchased. Abdulaziz Fahd Al Khayyal received 727.742 shares as his 2026 equity retainer award, so no cash changed hands, even though the shares add to his ownership stake in Marathon Petroleum.