Marathon Petroleum Officer Executes Options and 10b5-1 Sale of 10,879 MPC Shares

Rhea-AI Filing Summary

Molly R. Benson, Chief Legal Officer and Corporate Secretary of Marathon Petroleum Corporation (MPC), reported Option exercises and share sales on Form 4. On 08/15/2025 she exercised 10,879 employee stock options at an exercise price of $62.68 and acquired 10,879 shares. The same day she sold 10,879 shares at $163 under a Rule 10b5-1 plan adopted May 14, 2025. Following the transactions the reporting person directly owned 39,578.942 shares and indirectly owned 86.721 shares through a 401(k) plan. The filing discloses small dividend reinvestment amounts of 0.250278 and 1.04 shares not previously reported. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-established trading arrangements and compliance with insider trading rules
• Full disclosure of option exercise and sales, including exercise price ($62.68) and sale price ($163), improving transparency
• Dividend reinvestments disclosed (0.250278 and 1.04 shares) correcting prior reporting gaps

Negative

• Significant net reduction in direct holdings due to the sale of 10,879 shares, lowering liquidity exposure for the officer
• Large spread realized from exercise to sale may attract investor attention to insider monetization of compensation

Insights

Financial Analyst

TL;DR: Routine option exercise paired with a Rule 10b5-1 sale leaves direct holdings lower but still substantial for an officer.

The reported activity shows an officer exercising vested employee options and concurrently liquidating the same number of shares via a pre-established 10b5-1 plan. The exercise price of $62.68 versus the sale price of $163 indicates the officer realized a significant spread per share, while overall direct holdings remain material at 39,578.942 shares. This pattern is consistent with standard compensation monetization and structured trading compliance rather than ad hoc insider trading, reducing execution-timing risk for investors.

Corporate Governance Expert

TL;DR: Transactions appear procedurally compliant and documented, including use of a 10b5-1 plan and attorney-in-fact signature.

The filing documents proper governance controls: a 10b5-1 trading plan adopted May 14, 2025 was used for the sales and the Form 4 was executed by an attorney-in-fact. Dividend reinvestment amounts were disclosed and previously unreported fractional shares were corrected. These disclosures align with Section 16 reporting expectations and demonstrate adherence to insider trading protocols.

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).

X

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^*

Benson Molly R

(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 Legal Ofc & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		10,879	A	$62.68	39,578.942(1)	D
Common Stock	08/15/2025		S(2)		10,879	D	$163	28,699.942	D
Common Stock								86.721(3)	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
Employee Stock Option (right to buy)	$62.68	08/15/2025		M			10,879	03/01/2020(4)	03/01/2029	Common Stock	10,879	$0	0	D

Explanation of Responses:

1. Includes .250278 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 14, 2025.

3. Includes 1.04 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

4. This option, in the amount of 10,879, is exercisable as follows: 3,626 shares on March 1, 2020, and 7,253 shares on December 28, 2020.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Shane T. Pfleiderer, Attorney-in-Fact for Molly R. Benson	08/19/2025
	** 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.
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 transactions did Molly R. Benson report on Form 4 for MPC?

On 08/15/2025 she exercised 10,879 employee stock options at $62.68 and sold 10,879 shares at $163.

Were the sales executed under an insider trading plan for MPC?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2025.

How many MPC shares does the reporting person own after these transactions?

Following the reported transactions the reporting person directly owned 39,578.942 shares and indirectly owned 86.721 shares via a 401(k) plan.

Did the Form 4 disclose any previously unreported shares?

Yes. The filing discloses dividend reinvestment amounts of 0.250278 and 1.04 shares not previously reported.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, /s/ Shane T. Pfleiderer, on 08/19/2025.