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MPLX (NYSE: MPLX) signs underwriting deal with TD, Goldman, JPMorgan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MPLX LP (MPLX) filed a current report describing exhibits related to its existing Registration Statement on Form S-3 (Registration No. 333-295600). The filing lists an Underwriting Agreement dated August 10, 2026 among MPLX LP, its general partner MPLX GP LLC, and several underwriters, including TD Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, acting as representatives of the underwriters. It also includes the Thirty-Eighth, Thirty-Ninth, and Fortieth Supplemental Indentures, each dated August 24, 2026, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as trustee, along with a legal opinion and related consent from Jones Day.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing documents a shelf-backed debt offering structure, but does not establish sale, proceeds, issuance, or dilution.

The August 24, 2026 Form 8-K attaches an underwriting agreement and three supplemental indentures, including note forms, to MPLX LP’s existing Form S-3; it does not state an amount, sale, issuance, or proceeds.

A Form S-3 is a shelf registration that creates capacity to sell registered securities later without a new registration each time, so this filing does not by itself establish that the debt offering has closed.

Because the filing supplies no consideration, use of proceeds, maturity, or other note economics, its immediate structural disclosure is financing documentation rather than a quantified change in MPLX’s debt, cash, or common-unit count.

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.
Underwriting Agreement date August 10, 2026 Date of Underwriting Agreement among MPLX LP, MPLX GP LLC and underwriters
Supplemental Indentures date August 24, 2026 Date of the Thirty-Eighth, Thirty-Ninth, and Fortieth Supplemental Indentures
Registration Statement on Form S-3 number 333-295600 Registration Statement to which the reported exhibits relate
Underwriting Agreement financial
"Underwriting Agreement, dated as of August 10, 2026, by and among the Issuer"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Supplemental Indenture financial
"Thirty-Eighth Supplemental Indenture, dated as of August 24, 2026, by and between"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Registration Statement on Form S-3 regulatory
"exhibits to its Registration Statement on Form S-3 (Registration No. 333-295600)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Trustee financial
"by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
Opinion of Jones Day regulatory
"5.1 | | Opinion of Jones Day"

FAQ

What did MPLX (MPLX) report in this Form 8-K?
MPLX LP reported that it filed several exhibits to its existing Registration Statement on Form S-3, including an Underwriting Agreement, multiple Supplemental Indentures, and a legal opinion and consent from Jones Day.

What is the purpose of the new exhibits MPLX (MPLX) filed?
The exhibits document an Underwriting Agreement with a syndicate of underwriters and three Supplemental Indentures with The Bank of New York Mellon Trust Company, N.A., as trustee, all tied to MPLX LP’s Form S-3 Registration Statement No. 333-295600.

Which banks are acting as underwriters for MPLX (MPLX) in this filing?
The Underwriting Agreement lists TD Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC as representatives of the several underwriters named in the agreement.

What are the key dates mentioned in MPLX’s (MPLX) 8-K?
The Underwriting Agreement is dated August 10, 2026, while the Thirty-Eighth, Thirty-Ninth, and Fortieth Supplemental Indentures with The Bank of New York Mellon Trust Company, N.A., as trustee, are each dated August 24, 2026.

What is the role of The Bank of New York Mellon Trust Company, N.A. in MPLX’s (MPLX) 8-K?
The Bank of New York Mellon Trust Company, N.A. is named as Trustee in the Thirty-Eighth, Thirty-Ninth, and Fortieth Supplemental Indentures, each dated August 24, 2026, between MPLX LP and the trustee.

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Understanding 8-K Material Events →
false 0001552000 0001552000 2026-08-24 2026-08-24
 
 

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): August 24, 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. 333-295600):

 

  1.

Underwriting Agreement, dated as of August 10, 2026, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of TD Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein;

 

  2.

Thirty-Eighth Supplemental Indenture, dated as of August 24, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

 

  3.

Thirty-Ninth Supplemental Indenture, dated as of August 24, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note);

 

  4.

Fortieth Supplemental Indenture, dated as of August 24, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note); and

 

  5.

Opinion of Jones Day.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number		   

Description

1.1    Underwriting Agreement, dated as of August 10, 2026, by and among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of TD Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein
4.1    Thirty-Eighth Supplemental Indenture, dated as of August 24, 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-Ninth Supplemental Indenture, dated as of August 24, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)
4.3    Fortieth Supplemental Indenture, dated as of August 24, 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: August 24, 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

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