Marathon Petroleum (NYSE: MPC) CEO reports stock grant and tax-share dispositions

Rhea-AI Filing Summary

Marathon Petroleum Corp director and Chairman, President & CEO Maryann T. Mannen reported stock-based compensation activity. On March 1, 2026, she acquired 15,266 shares of common stock as a grant or award at a stated price of $0.00 per share, increasing her direct holdings to 115,813 shares.

On March 2, 2026, she disposed of 952 shares, 778 shares, and 2,236 shares of common stock at $206.30 per share in transactions coded as tax-withholding dispositions to satisfy exercise price or tax liabilities, leaving her with 111,847 directly owned shares after these entries.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Mannen Maryann T.

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	952	$206.30	$196K
Tax Withholding	Common Stock	778	$206.30	$161K
Tax Withholding	Common Stock	2,236	$206.30	$461K
Grant/Award	Common Stock	15,266	$0.00	--

Holdings After Transaction: Common Stock — 114,861 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Mannen Maryann T.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		15,266	A	$0	115,813	D
Common Stock	03/02/2026		F		952	D	$206.3	114,861	D
Common Stock	03/02/2026		F		778	D	$206.3	114,083	D
Common Stock	03/02/2026		F		2,236	D	$206.3	111,847	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:

Chairman of the Board, President and Chief Executive Officer

	/s/ Molly R. Benson, Attorney-in-Fact for Maryann T. Mannen	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 CEO Maryann Mannen report on this Form 4?

Maryann Mannen reported a stock award and related tax-withholding dispositions. She received 15,266 common shares as a grant, then disposed of 3,966 shares in three tax-withholding transactions on subsequent entries at $206.30 per share.

Did the MPC CEO buy or sell Marathon Petroleum common stock on the open market?

The reported activity reflects a grant of 15,266 shares and tax-withholding dispositions of 3,966 shares. The transactions are coded as satisfying exercise price or tax liabilities, rather than as open-market purchases or discretionary sales of Marathon Petroleum common stock.

How many Marathon Petroleum shares does Maryann Mannen own after these transactions?

After the reported award and tax-withholding dispositions, Maryann Mannen directly owns 111,847 shares of Marathon Petroleum common stock. This figure reflects her holdings following the grant of 15,266 shares and the subsequent disposition of 3,966 shares for tax-related purposes.

What is the significance of transaction code F in the MPC Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this filing, three F-coded transactions show 3,966 Marathon Petroleum shares disposed at $206.30 per share to cover tax or exercise-related obligations, not standard open-market selling.

On what dates did the MPC CEO’s award and tax-withholding transactions occur?

The stock award of 15,266 shares to the MPC CEO is dated March 1, 2026. The three related tax-withholding dispositions totaling 3,966 shares, each at $206.30 per share, are dated March 2, 2026, according to the Form 4 transaction detail.