MPLX files underwriting and note indenture exhibits

MPLX LP filed a current report to add key legal documents to its existing shelf registration on Form S-3 (Registration No. 333-271922).

Accepted by SEC EDGAR 02/12/2026 - 02:04 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

MPLX LP filed a current report to add key legal documents to its existing shelf registration on Form S-3 (Registration No. 333-271922). The filing attaches an Underwriting Agreement dated February 5, 2026, and two supplemental indentures dated February 12, 2026, each including a form of note. It also includes a legal opinion and related consent from Jones Day supporting the registration.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What does MPLX (MPLX) report in this 8-K filing?

MPLX reports the addition of exhibits to its existing Form S-3 shelf registration, including an underwriting agreement, two supplemental indentures with forms of note, and a legal opinion and consent from Jones Day, formalizing documentation for registered securities.

Which underwriting agreement does MPLX (MPLX) file as an exhibit?

MPLX files an Underwriting Agreement dated February 5, 2026, among MPLX LP, MPLX GP LLC, and several underwriters led by Citigroup Global Markets, Barclays Capital, MUFG Securities Americas, and RBC Capital Markets, setting terms under which the underwriters may purchase registered securities.

What are the Thirty-Sixth and Thirty-Seventh Supplemental Indentures for MPLX (MPLX)?

The filing includes a Thirty-Sixth and a Thirty-Seventh Supplemental Indenture, each dated February 12, 2026, between MPLX LP and The Bank of New York Mellon Trust Company, N.A. as trustee, and each includes a form of note governing specific registered debt securities.

Which law firm provides the legal opinion in the MPLX (MPLX) 8-K?

Jones Day provides the legal opinion filed as Exhibit 5.1, and its consent is included as Exhibit 23.1. These documents support the validity of the securities registered under MPLX LP’s Form S-3 shelf registration statement referenced in the report.

How does this 8-K relate to MPLX (MPLX) Form S-3 shelf registration?

The report explicitly ties the exhibits to MPLX LP’s Registration Statement on Form S-3, Registration No. 333-271922. By filing underwriting and indenture documents, MPLX updates and supplements the legal framework for issuing securities under that shelf registration.

Who serves as trustee under the new MPLX (MPLX) supplemental indentures?

The Bank of New York Mellon Trust Company, N.A. serves as trustee in both the Thirty-Sixth and Thirty-Seventh Supplemental Indentures filed by MPLX LP, overseeing the rights and obligations related to the notes issued under those supplemental agreements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026

MPLX LP

(Exact name of registrant as specified in its charter)

Delaware

001-35714

27-0005456

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

200 E. Hardin Street, Findlay, Ohio 45840

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:(419) 422-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange
on which registered

Common Units Representing Limited Partnership Interests

MPLX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

MPLX LP (the “Issuer”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-271922):

Underwriting Agreement, dated as of February 5, 2026, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Citigroup Global Markets Inc., Barclays Capital Inc., MUFG Securities Americas Inc., and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein;

Thirty-Sixth Supplemental Indenture, dated as of February 12, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

Thirty-Seventh Supplemental Indenture, dated as of February 12, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note); and

Opinion of Jones Day.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

1.1		Underwriting Agreement, dated as of February 5, 2026, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Citigroup Global Markets Inc., Barclays Capital Inc., MUFG Securities Americas Inc., and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein

4.1		Thirty-Sixth Supplemental Indenture, dated as of February 12, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)

4.2		Thirty-Seventh Supplemental Indenture, dated as of February 12, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)

5.1		Opinion of Jones Day

23.1		Consent of Jones Day (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MPLX LP

	By:	MPLX GP LLC, its General Partner

Date: February 12, 2026	By:	/s/ Molly R. Benson
	Name:	Molly R. Benson
	Title:	Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents