Marathon Petroleum (NYSE: MPC) CCO gets stock grant, tax and gift moves

Rhea-AI Filing Summary

Marathon Petroleum’s Chief Commercial Officer Ricky D. Hessling reported several stock transactions. On March 1, he received a grant of 2,748 shares of common stock, increasing his direct holdings. On March 2, he disposed of shares through tax-withholding transactions and a bona fide gift.

Three tax-withholding dispositions at a price of $206.30 per share covered tax obligations by delivering a total of 786 common shares. He also transferred 2,028 shares as a gift. After these moves, he directly held 11,998 common shares, with a small additional position held indirectly through a 401(k) plan.

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^*

Hessling Ricky D.

(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)
	Chief Commercial Officer

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		2,748	A	$0	14,812	D
Common Stock	03/02/2026		F		192	D	$206.3	14,620	D
Common Stock	03/02/2026		F		282	D	$206.3	14,338	D
Common Stock	03/02/2026		F		312	D	$206.3	14,026	D
Common Stock	03/02/2026		G		2,028	D	$0	11,998	D
Common Stock								0.273	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:

Remarks:

Chief Commercial Officer

	/s/ Molly R. Benson, Attorney-in-Fact for Ricky D. Hessling	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.
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FAQ

What stock transactions did MPC executive Ricky Hessling report on this Form 4?

Ricky Hessling reported a grant of 2,748 Marathon Petroleum common shares, several tax-withholding dispositions, and a bona fide gift of 2,028 shares. These moves adjusted his holdings but were not open-market purchases or sales.

Was the Marathon Petroleum (MPC) executive’s transaction a stock sale?

The Form 4 shows no open-market stock sale by Ricky Hessling. Instead, shares were disposed of through tax-withholding transactions at $206.30 per share and a gift transfer, which differ from discretionary selling in the market.

How many Marathon Petroleum (MPC) shares did the CCO receive in the grant?

Ricky Hessling received a grant of 2,748 shares of Marathon Petroleum common stock. This award increased his direct equity stake as part of compensation, before subsequent tax-withholding and gift-related share dispositions reported in the same Form 4.

What price was used for the MPC tax-withholding stock dispositions?

The tax-withholding dispositions used a price of $206.30 per Marathon Petroleum share. At this price, shares were delivered to satisfy tax obligations tied to equity awards, rather than sold voluntarily in the open market by the executive.

How many Marathon Petroleum (MPC) shares does the CCO hold after these transactions?

After the reported transactions, Ricky Hessling directly held 11,998 shares of Marathon Petroleum common stock. He also had a small indirect holding reported through a 401(k) plan, reflecting retirement-plan ownership separate from his direct account.

What does the bona fide gift on the MPC Form 4 mean for the executive’s holdings?

The Form 4 lists a bona fide gift of 2,028 shares, reducing Ricky Hessling’s direct Marathon Petroleum holdings. A gift transfer moves shares to another party without compensation, distinct from selling shares for cash in the market.