Marathon Petroleum director trims holdings via 10b5-1 sale

Rhea-AI Filing Summary

Marathon Petroleum Corp. (MPC) – Form 4 insider transaction

Director Kim K.W. Rucker sold 7,392 MPC common shares on 07 Jul 2025 at an average price of $175 per share, generating proceeds of roughly $1.3 million. The trade was executed under a pre-arranged Rule 10b5-1 plan adopted on 19 May 2024, indicating it was scheduled in advance.

Following the sale, Rucker’s direct holdings declined to 18,944.271 shares. The filing also notes the inclusion of 105.405 dividend-reinvested shares previously unreported.

The transaction represents approximately 28% of the director’s prior stake, but is immaterial relative to MPC’s ~480 million shares outstanding. No derivative transactions were reported.

Positive

• None.

Negative

• Director disposed of 7,392 shares, a 28% reduction in personal stake, which may be interpreted by some investors as diminished confidence despite 10b5-1 context.

Insights

Equity Analyst

TL;DR: Routine 10b5-1 sale; limited impact on MPC valuation.

The $1.3 million sale reduces the director’s holding by about 7 bps of daily MPC trading volume and under 0.004% of shares outstanding. Because the disposal was executed under a pre-planned Rule 10b5-1 program, it carries minimal signaling value regarding management’s outlook. Insider-sale frequency at MPC remains consistent with historical patterns and does not alter free-float supply materially. I view the filing as neutral for the stock.

Corporate Governance Specialist

TL;DR: Governance-compliant sale; no red flags detected.

The director adhered to best-practice governance by using a 10b5-1 plan and disclosing dividend reinvestment shares. Remaining ownership preserves alignment with shareholders. No pattern of aggressive insider selling is observable; therefore, the event is not a negative governance signal.

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^*

Rucker Kim K.W.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		S(1)		7,392	D	$175	18,944.271(2)	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:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 19, 2024.

2. Includes 105.405 shares acquired pursuant to dividend reinvestment and not previously reported pursuant to Rule 16a-11.

	/s/ Molly R. Benson, Attorney-in-Fact for Kim K.W. Rucker	07/07/2025
	** 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

How many Marathon Petroleum (MPC) shares did Kim K.W. Rucker sell?

The director sold 7,392 common shares on 07/03/2025.

What was the sale price of the MPC shares?

Shares were sold at an average price of $175 each.

How many MPC shares does the director still own after the sale?

Post-transaction, Rucker holds 18,944.271 shares directly.

Was the MPC insider transaction part of a 10b5-1 trading plan?

Yes. The sale was executed under a Rule 10b5-1 plan adopted on 19 May 2024.

Does this insider sale significantly affect Marathon Petroleum’s share count?

No. The sold shares represent less than 0.004% of MPC’s outstanding shares, making the impact immaterial.