Marathon Petroleum (MPC) SVP reports stock grant and tax withholding moves

Rhea-AI Filing Summary

Marathon Petroleum Corp senior vice president Shawn M. Lyon reported routine equity compensation activity. On March 1, he acquired 1,730 shares of common stock as a grant or award at a stated price of $0.0000 per share, increasing his direct holdings.

On March 2, he disposed of 257, 237, and 279 common shares at $206.30 per share through tax-withholding dispositions to cover tax obligations, leaving 16,305 directly held shares. He also indirectly holds 2,914.307 shares through a 401(k) plan, which reflects a small administrative fee deduction noted in the filing.

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^*

Lyon Shawn 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)
	SVP Log & Storage, MPLX GP LLC

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		1,730	A	$0	17,078	D
Common Stock	03/02/2026		F		257	D	$206.3	16,821	D
Common Stock	03/02/2026		F		237	D	$206.3	16,584	D
Common Stock	03/02/2026		F		279	D	$206.3	16,305	D
Common Stock								2,914.307(1)	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the deduction of an administrative fees in the amount of .010 shares.

Remarks:

The Reporting Person is the Senior Vice President, Logistics and Storage of MPLX GP LLC, a subsidiary of the Issuer.

	/s/ Molly R. Benson, Attorney-in-Fact for Shawn M. Lyon	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did MPC executive Shawn M. Lyon report on this Form 4?

Shawn M. Lyon reported a grant of 1,730 Marathon Petroleum (MPC) common shares and three small tax-withholding dispositions totaling several hundred shares, executed at $206.30 per share, primarily to satisfy tax obligations arising from equity compensation.

Did Shawn M. Lyon buy or sell Marathon Petroleum (MPC) stock on the open market?

The reported MPC transactions were equity grant and tax-withholding dispositions, not open-market buys or sales. Shares were withheld at $206.30 per share to cover tax liabilities associated with stock-based compensation, a common administrative mechanism for executives.

How many Marathon Petroleum (MPC) shares does Shawn M. Lyon hold after these transactions?

After these transactions, Shawn M. Lyon directly holds 16,305 MPC common shares. He also indirectly holds 2,914.307 shares through a 401(k) plan, providing a mix of direct ownership and retirement-plan-based exposure to company stock.

What does the tax-withholding disposition code "F" mean for the MPC Form 4?

Code "F" on the MPC Form 4 indicates a tax-withholding disposition, where shares are surrendered to cover tax or exercise costs. In this case, Lyon delivered common shares at $206.30 per share to satisfy tax liabilities from his stock award.

What role does Shawn M. Lyon hold at Marathon Petroleum (MPC) in this Form 4?

Shawn M. Lyon is identified as an officer with the title SVP Log & Storage, MPLX GP LLC. This role links him to Marathon Petroleum’s logistics and storage operations, and his equity transactions reflect compensation tied to that executive position.

What is noted about administrative fees in Shawn M. Lyon’s MPC holdings?

A footnote explains that MPC holdings reflect deduction of an administrative fee of 0.010 shares. This indicates a minor adjustment, likely within the plan account, reducing the reported share balance slightly due to plan-related administrative charges.