MPC CEO Withholds 908 Shares for Taxes; Retains 100K+ Stake

Marathon Petroleum (MPC) Form 4: On 1 Aug 2025, President & CEO Maryann T. Mannen reported a Code F transaction—908 common shares were withheld at $166.39 per share (≈ $151k) to cover taxes linked to equity compensation.

Rhea-AI Filing Summary

Marathon Petroleum (MPC) Form 4: On 1 Aug 2025, President & CEO Maryann T. Mannen reported a Code F transaction—908 common shares were withheld at $166.39 per share (≈ $151k) to cover taxes linked to equity compensation. After the withholding, she still directly owns 100,547 shares. No derivative trades were disclosed. The routine filing, signed 5 Aug 2025, suggests standard tax-related share surrender rather than discretionary open-market selling.

Insights

Financial Analyst

TL;DR: Routine tax withholding; immaterial for valuation.

Code F indicates the shares were surrendered to satisfy tax obligations rather than sold on the open market, so the 908-share reduction (≈0.9% of Mannen's holdings) has negligible signalling value. The CEO retains a sizable stake of 100,547 shares, maintaining alignment with shareholders. Overall, the filing is non-impactful for MPC’s investment thesis.

Insider Trade Summary

Exercise Price or Tax Liability: 908 shares

Exercise Price or Tax Liability 1 txn

Insider Mannen Maryann T.

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	908	$166.39	$151K

Holdings After Transaction: Common Stock — 100,547 shares (Direct)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MPC shares did CEO Maryann Mannen dispose of?

She had 908 shares withheld on 1 Aug 2025 under a Code F transaction.

What price was used for the withheld MPC shares?

The shares were valued at $166.39 each.

How many MPC shares does the CEO hold after the transaction?

Maryann Mannen now directly owns 100,547 common shares.

Was this an open-market sale of MPC stock?

No. Code F denotes shares withheld for tax obligations, not an open-market sale.

Does the Form 4 disclose any derivative transactions?

No derivative securities were acquired or disposed of in this filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/05/2025 - 04:12 PM EDT Learn about SEC filing dates

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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F		908	D	$166.39	100,547	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:

President and Chief Executive Officer

	/s/ Molly R. Benson, Attorney-in-Fact for Maryann T. Mannen	08/05/2025
	** 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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