MPC / Marathon Petroleum Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

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 5, 2025 Marathon Petroleum

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 5, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Eighth Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.1 EIGHTH AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023, and as thereafter amended from time to time (the “Plan”), the Plan is amended, effective as of March 11, 2025, as follows: FIRST CHANGE The title of Appendix C to the Plan

Marathon Petroleum Corp. Reports Second-Quarter 2025 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Second-Quarter 2025 Results •Second-quarter net income attributable to MPC of $1.2 billion, or $3.96 per diluted share •$3.3 billion of adjusted EBITDA, driven by refining execution and commercial excellence; and continued Midstream strength •Progressed Permian Natural Gas & NGL growth strategies with MPLX’s announced acquisition of Northwind Midstream

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35054 A. Full title of the plan and

Form of 2025 MPC Officer Performance Unit Award Agreement – 2025 – 2027 Performance Cycle

Exhibit 10.3 MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT 2025 – 2027 PERFORMANCE PERIOD SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Parti

Form of 2025 MPLX Phantom Unit Award Agreement

Exhibit 10.5 MPLX LP PHANTOM UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Third Amendment to Aircraft Time Sharing Agreement dated as of January 10, 2025, by and between Marathon Petroleum Company LP and Maryann T. Mannen

Exhibit 10.1 THIRD AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT THIS THIRD AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 10th day of January 2025, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Maryann T. Mannen, an individual (hereinafter "Executive"). WHEREAS, Operator and Executive entered into that ce

Michael J. Hennigan Form of 2025 MPC RSU Award Agreement – 3-year Pro Rata Vesting

Exhibit 10.7 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT MICHAEL J. HENNIGAN (3-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant”), an employee of the Company or a Subsidiar

Third Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of January 10, 2025, by and between Marathon Petroleum Company LP and Michael J. Hennigan

Exhibit 10.2 THIRD AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 10th day of January 2025, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Michael J. Hennigan, an individual (hereinafter "Executive"). WHEREAS,

Michael J. Hennigan Form of 2025 MPLX Phantom Unit Award Agreement

Exhibit 10.8 MPLX LP PHANTOM UNIT AWARD AGREEMENT MICHAEL J. HENNIGAN As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {Participant Name} (the “Participant”), an Empl

Marathon Petroleum Corp. Reports First-Quarter 2025 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports First-Quarter 2025 Results •First-quarter net loss attributable to MPC of $(74) million, or $(0.24) per diluted share mainly due to execution of second largest planned maintenance quarter in MPC history •$2.0 billion of adjusted EBITDA, supported by the strength of the Midstream business •Executing Natural Gas & NGL growth strategy with MPLX’s agreemen

Form of 2025 MPC RSU Award Agreement – 3-year Pro Rata Vesting

Exhibit 10.4 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) (3-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant

Michael J. Hennigan Form of 2025 MPC Officer Performance Unit Award Agreement – 2025 – 2027 Performance Cycle

Exhibit 10.6 MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT 2025 – 2027 PERFORMANCE PERIOD MICHAEL J. HENNIGAN As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant”), an employee of the Company or a Sub

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 6, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commissi

2025 Marathon Petroleum Annual Cash Bonus Program

Exhibit 10.9 This document applies to Awards made under the Marathon Petroleum Annual Cash Bonus Program (Program) for the 2025 Performance Period. The Program’s purpose is to incentivize and reward Eligible Employees for executing on the strategy of Marathon Petroleum Corporation. The Program operates under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (Plan), the terms of w

Submission of Matters to a Vote of Security Holders

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) April 30, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) April 28, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350

MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated effective November 15, 2024

Exhibit 10.43 MPLX LP 2018 INCENTIVE COMPENSATION PLAN MPC NON-EMPLOYEE DIRECTOR PHANTOM UNIT AWARD POLICY (Amended and Restated effective as of November 15, 2024) 1. Phantom Unit Awards. Pursuant to this MPC Non-Employee Director Phantom Unit Award Policy (the “Award Policy”) and the MPLX LP 2018 Incentive Compensation Plan (the “Plan”), the Board of Directors of MPLX GP LLC (the “Board”), a Dela

Trading of Securities Policy

POLICY #5004 Exhibit 19.1 TRADING OF SECURITIES GENERAL PURPOSE To promote prudent individual trading practices and minimize the risk of inadvertent securities law violations by MPC’s Directors, Officers, Covered Employees (as defined below) and other employees that could damage the reputation of Marathon Petroleum Corporation (“MPC”) and its consolidated subsidiaries (the “MPC Group”) or subject

First Amendment to Aircraft Time Sharing Agreement dated as of October 16, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen

Exhibit 10.46 FIRST AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT THIS FIRST AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 16 day of October 2024, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Maryann T. Mannen, an individual (hereinafter "Executive"). WHEREAS, Operator and Executive entered into that cer

MPLX LP Senior Leader Change in Control Severance Benefits Plan, as amended and restated effective December 1, 2024

Exhibit 10.49 MPLX LP Senior Leader Change in Control Severance Benefits Plan (As Amended and Restated Effective December 1, 2024) 1.History and Purpose of the Plan; No Duplication of Benefits. The board of directors of MPLX GP LLC, a Delaware limited liability company (the “General Partner”), on behalf of MPLX LP, a publicly-traded Delaware limited partnership (the “Partnership”), and the board o

Second Amendment to Aircraft Time Sharing Agreement dated as of November 30, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen

Exhibit 10.47 SECOND AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT THIS SECOND AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 30th day of November 2024, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Maryann T. Mannen, an individual (hereinafter "Executive"). WHEREAS, Operator and Executive entered into tha

Second Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of November 30, 2024, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan

Exhibit 10.45 SECOND AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 30th day of November 2024, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Michael J. Hennigan, an individual (hereinafter "Executive"). WHER

Seventh Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.50 SEVENTH AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023, and as thereafter amended from time to time (the “Plan”), the Plan is amended, effective January 1, 2025, as follows: FIRST CHANGE Article I (Preamble) of the Plan is am

Marathon Petroleum Corporation Senior Leader Change in Control Severance Benefits Plan, as amended and restated effective December 1, 2024

Exhibit 10.48 Marathon Petroleum Corporation Senior Leader Change in Control Severance Benefits Plan (As Amended and Restated Effective December 1, 2024) 1.History and Purpose of the Plan. Marathon Petroleum Corporation (“MPC”) and its subsidiaries and affiliates recognize that the contributions of its Senior Leaders (defined below) to the growth and success of the Corporation (as defined below) a

Power of Attorney of Directors and Officers of Marathon Petroleum Corporation

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Marathon Petroleum Corporation, a Delaware corporation, hereby constitutes and appoints Maryann T. Mannen, John J. Quaid and Erin M. Brzezinski, and each of them, as his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of th

Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective November 15, 2024

Exhibit 10.42 Marathon Petroleum Corporation Deferred Compensation Plan For Non-Employee Directors (As Amended and Restated Effective November 15, 2024) 1.Purpose; General The purpose of the Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”) is to attract and retain the services of non-employee Directors by providing them with opportunities to defer t

First Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of October 16, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan

Exhibit 10.44 FIRST AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 16 day of October 2024, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Michael J. Hennigan, an individual (hereinafter "Executive"). WHEREAS,

List of Subsidiaries

Exhibit 21.1 MARATHON PETROLEUM CORPORATION LIST OF SUBSIDIARIES as of December 31, 2024 Name of Subsidiary Jurisdiction of Organization/Incorporation 631 South Main Street Development LLC Delaware Andeavor Field Services LLC Delaware Andeavor Gathering I LLC Delaware Andeavor LLC Delaware Andeavor Logistics CD LLC Delaware Andeavor Logistics LLC Delaware Andeavor Midstream Partners GP LLC Delawar

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 6, 2025 Marathon Petrole

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 6, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Co

Underwriting Agreement, dated as of February 6, 2025, by and among the Company and each of Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and MUFG Securities Americas Inc., acting as representatives of the several underwriters named therein

Exhibit 1.1 EXECUTION $2,000,000,000 MARATHON PETROLEUM CORPORATION $1,100,000,000 5.150% SENIOR NOTES DUE 2030 $900,000,000 5.700% SENIOR NOTES DUE 2035 UNDERWRITING AGREEMENT February 6, 2025 February 6, 2025 To the Representatives named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: Marathon Petroleum Corporation, a Delaware corporation (the “Company

Tenth Supplemental Indenture, dated as of February 10, 2025, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes)

Exhibit 4.1 Executed Version TENTH SUPPLEMENTAL INDENTURE THIS TENTH SUPPLEMENTAL INDENTURE, dated as of February 10, 2025 (this “Supplemental Indenture”), is between Marathon Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “

$2,000,000,000 $1,100,000,000 5.150% Senior Notes due 2030 $900,000,000 5.700% Senior Notes due 2035

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271907 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 12, 2023) $2,000,000,000 $1,100,000,000 5.150% Senior Notes due 2030 $900,000,000 5.700% Senior Notes due 2035 We are offering $1,100,000,000 aggregate principal amount of 5.150% Senior Notes due 2030, which we refer to as the “2030 notes” and $900,000,000 aggregate principal amount of 5.700

Calculation of Filing Fee Table Form S-3 (Form Type) MARATHON PETROLEUM CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) MARATHON PETROLEUM CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type Security Class Title Fee Calculation  Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward  Form Type Carry Forward  File Number Carry Forward  Initial Effective  Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Fees to be Paid 1  Debt 5.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 6, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271907 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the notes and are not soliciting an offer to buy the notes in any jurisdiction where the offer or sale is not permitted. SUBJECT TO

Marathon Petroleum Corporation Pricing Term Sheet February 6, 2025 Issuer: Marathon Petroleum Corporation Net proceeds (after deducting underwriting discounts but before Issuer expenses) to the Issuer: $1,982,635,000 Settlement Date*: February 10, 20

Filed Pursuant to Rule 433 Registration No. 333-271907 February 6, 2025 Supplementing the Preliminary Prospectus Supplement dated February 6, 2025 (To Prospectus dated May 12, 2023) Marathon Petroleum Corporation Pricing Term Sheet February 6, 2025 Issuer: Marathon Petroleum Corporation Net proceeds (after deducting underwriting discounts but before Issuer expenses) to the Issuer: $1,982,635,000 S

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 4, 2025 Marathon Petroleu

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 4, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Marathon Petroleum Corp. Reports Fourth-Quarter 2024 Results and 2025 Capital Outlook

Exhibit 99.1 Marathon Petroleum Corp. Reports Fourth-Quarter 2024 Results and 2025 Capital Outlook •Fourth-quarter net income attributable to MPC of $371 million, or $1.15 per diluted share; adjusted net income of $249 million, or $0.77 per adjusted diluted share •Progresses Midstream Gulf Coast NGL strategy with MPLX’s announcement of fractionation complex and export terminal •$10.2 billion of ca

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) January 20, 2025 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Marathon Petroleum Corp. Reports Third-Quarter 2024 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Third-Quarter 2024 Results •Third-quarter net income attributable to MPC of $622 million, or $1.87 per diluted share •$2.5 billion of adjusted EBITDA and $1.7 billion of net cash provided by operating activities •Executing Midstream growth anchored in the Permian and Marcellus; $1.6 billion segment adjusted EBITDA in the third quarter, up nearly 6% yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Sixth Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.5 SIXTH AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023, and as thereafter amended from time to time (the “Plan”), the Plan is amended, effective August 1, 2024, as follows: FIRST CHANGE Section 8.02 (Investment of Accounts) of t

Amended and Restated Aircraft Time Sharing Agreement, dated as of August 14, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan

Exhibit 10.1 AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT This AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is entered into this 14th day of August 2024, by and between MARATHON PETROLEUM COMPANY LP, a Delaware limited partnership (the “Company”), and MICHAEL J. HENNIGAN, an individual (the “Executive”), and shall be effective commencing on August 14, 2024 (the “E

MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated October 1, 2024

Exhibit 10.4 MPLX LP 2018 INCENTIVE COMPENSATION PLAN MPC NON-EMPLOYEE DIRECTOR PHANTOM UNIT AWARD POLICY (Amended and Restated effective as of October 1, 2024) Pursuant to this MPC Non-Employee Director Phantom Unit Award Policy (the “Award Policy”) and the MPLX LP 2018 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner

Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated October 1, 2024

Exhibit 10.3 MARATHON PETROLEUM CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended and Restated effective as of October 1, 2024) 1. Purpose The Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”) is intended to enable the Corporation to attract and retain non-employee Directors and to enhance the long-term mutuality of interest

Aircraft Time Sharing Agreement, dated as of August 14, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen

Exhibit 10.2 AIRCRAFT TIME SHARING AGREEMENT This AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is entered into this 14th day of August 2024, by and between MARATHON PETROLEUM COMPANY LP, a Delaware limited partnership (the “Company”), and MARYANN T. MANNEN, an individual (the “Executive”), and shall be effective commencing on August 14, 2024 (the “Effective Date”). W I T N E S E T H: WHEREAS,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 5, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) October 30, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

MPC / Marathon Petroleum Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Marathon Petroleum Corp Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: August 30, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of inc

Amendment to the Marathon Petroleum Excess Benefit Plan, dated April 10, 2024

Exhibit 10.1 AMENDMENT TO THE MARATHON PETROLEUM EXCESS BENEFIT PLAN Pursuant to the powers of amendment reserved under Section 6.1 of the Marathon Petroleum Excess Benefit Plan, as amended and restated effective as of December 31, 2023 (the “Plan”), Section 3.1 of the Plan is amended, effective immediately, by the addition of a new paragraph (f) at the end thereof, reading as follows: (f) For pur

Marathon Petroleum Corp. Reports Second-Quarter 2024 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Second-Quarter 2024 Results •Second-quarter net income attributable to MPC of $1.5 billion, or $4.33 per diluted share; adjusted net income of $1.4 billion, or $4.12 per diluted share •Adjusted EBITDA of $3.4 billion and net cash provided by operating activities of $3.2 billion, reflecting strong operational and commercial performance •Advanced Midstre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35054 A. Full title of the plan and

Marathon Petroleum Corp. Announces Leadership Transition Effective August 1, 2024

Marathon Petroleum Corp. Announces Leadership Transition Effective August 1, 2024 •Maryann Mannen elected President and CEO, will join the Board of Directors •Mike Hennigan to transition from CEO to Executive Chairman of the Board of Directors •John Surma elected Lead Independent Director FINDLAY, Ohio, May 13, 2024 – Marathon Petroleum Corp. (NYSE: MPC) today announced its leadership transition p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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) May 11, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

MPLX / MPLX LP - Limited Partnership / Marathon Petroleum Corp - SCHEDULE 13D/A AMENDMENT NO. 17 Activist Investment

SC 13D/A 1 mpcsc13daamend17.htm SCHEDULE 13D/A AMENDMENT NO. 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 17) Under the Securities Exchange Act of 1934 MPLX LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 55336V100 (CUSIP Number) Molly R. Benson Chief Legal Officer and Corporate Secre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Marathon Petroleum Corp. Reports First-Quarter 2024 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports First-Quarter 2024 Results •First-quarter net income attributable to MPC of $937 million, or $2.58 per diluted share; adjusted EBITDA of $3.3 billion •Net cash provided by operating activities of $1.5 billion; safely and successfully completed largest planned maintenance quarter in MPC history, including at four of its largest refineries •Advanced mids

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 30, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Form of 2024 MPLX Phantom Unit Award Agreement

Exhibit 10.1 MPLX LP PHANTOM UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {P

Fifth Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.2 FIFTH AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023, and as thereafter amended from time to time (the “Plan”), the Plan is amended, effective April 8, 2024, as follows: FIRST CHANGE Section 5.05 of the Plan is amended to read

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) April 24, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

CERTIFICATE OF AMENDMENT RESTATED CERTIFICATE OF INCORPORATION MARATHON PETROLEUM CORPORATION

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF MARATHON PETROLEUM CORPORATION Marathon Petroleum Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: FIRST: Article TEN of the Restated Certificate of Incorporation of the Corporation is

Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 24, 2024

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION of MARATHON PETROLEUM CORPORATION The present name of the corporation is Marathon Petroleum Corporation (the “Corporation”). The Corporation was incorporated under the name “MPC Holdings Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 9, 2009. This Restated Certificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

COURTESY PDF OF MPC PROXY

MARATHON PETROLEUM CORPORATION NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2024 2024 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT WEDNESDAY APRIL 24, 2024 10 AM EDT MARATHON PETROLEUM CORPORATIONFROM THE CHAIRMAN OF THE BOARD MARATHON PETROLEUM CORPORATION 2024 PROXY STATEMENT Fellow Shareholders, On behalf of our Board of Directors, I am pleased to invite you to Marathon Petroleum Corporation’s 2024 Annual Meeting of Shareholders on April 24, 2024, which will be held virtually to provide our shareholders with broader access and ability to participate in the meeting.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350

Form of 2024 MPC Officer RSU Award Agreement

Exhibit 10.42 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) (3-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participan

Marathon Petroleum Excess Benefit Plan (as amended and restated effective December 31, 2023)

Exhibit 10.45 Marathon Petroleum Excess Benefit Plan (as amended and restated effective December 31, 2023) Article I – Purpose; Plan History; Definitions The Marathon Petroleum Excess Benefit Plan (the “Plan”) was established on February 5, 1976, as the Marathon Oil Company Excess Benefit Plan, and has been amended from time to time. Its stated purpose is to compensate employees for the loss of be

Fourth Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.37 FOURTH AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023, and as thereafter amended from time to time (the “Plan”), the Plan is amended, effective January 1, 2024, in good faith to implement the increased permissible involuntary

2024 Marathon Petroleum Annual Cash Bonus Program

Marathon Petroleum Annual Cash Bonus (ACB) Program 2024 Exhibit 10.43 This document applies to Awards made under the Marathon Petroleum Annual Cash Bonus Program (Program) for the 2024 Performance Period. The Program’s purpose is to incentivize and reward Eligible Employees for executing on the strategy of Marathon Petroleum Corporation. The Program operates under the Marathon Petroleum Corporatio

List of Subsidiaries

Exhibit 21.1 MARATHON PETROLEUM CORPORATION LIST OF SUBSIDIARIES as of December 31, 2023 Name of Subsidiary Jurisdiction of Organization/Incorporation 631 South Main Street Development LLC Delaware Alden Group Renewable Enterprise LLC Delaware Andeavor Field Services LLC Delaware Andeavor Gathering I LLC Delaware Andeavor LLC Delaware Andeavor Logistics CD LLC Delaware Andeavor Logistics LLC Delaw

Form of MPC Officer Performance Unit Award Agreement – 2024-2026 Performance Cycle

Exhibit 10.41 MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT 2024 – 2026 PERFORMANCE PERIOD SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Part

Marathon Petroleum Corporation Officer Compensation Clawback Policy

Exhibit 97.1 MARATHON PETROLEUM CORPORATION OFFICER COMPENSATION CLAWBACK POLICY 1. Purpose The purpose of this Officer Compensation Clawback Policy (“Policy”) is to set forth the policy of Marathon Petroleum Corporation (the “Company”) on recouping compensation from certain of the Company’s officers and other designated individuals upon the occurrence of specified events. This Policy consolidates

Third Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.36 THIRD AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023 (the “Plan”), the Plan is amended, effective as of June 20, 2023, as follows: FIRST AND ONLY CHANGE Section 21.01 is hereby amended, effective June 20, 2023, by deleting th

Power of Attorney of Directors and Officers of Marathon Petroleum Corporation

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Marathon Petroleum Corporation, a Delaware corporation, hereby constitutes and appoints Michael J. Hennigan, John J. Quaid and Erin M. Brzezinski, and each of them, as his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of

Marathon Petroleum Deferred Compensation Plan (as amended and restated effective December 31, 2023)

Exhibit 10.44 Marathon Petroleum Deferred Compensation Plan (as amended and restated effective December 31, 2023) Marathon Petroleum Company LP previously established the Marathon Petroleum Deferred Compensation Plan (the “Plan”). The Plan was most recently amended and restated effective June 30, 2011. Subsequent to that amendment and restatement, the Plan was amended from time to time. This docum

MPC / Marathon Petroleum Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0088-marathonpetroleumcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Marathon Petroleum Corp Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) January 26, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

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) January 30, 2024 Marathon Petroleu

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) January 30, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Marathon Petroleum Corp. Reports Fourth-Quarter 2023 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Fourth-Quarter 2023 Results •Fourth-quarter net income attributable to MPC of $1.5 billion, or $3.84 per diluted share; adjusted net income of $1.5 billion, or $3.98 per adjusted diluted share •Full-year 2023 net income attributable to MPC of $9.7 billion, or $23.63 per diluted share; adjusted net income of $9.7 billion, or $23.63 per adjusted diluted

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) January 8, 2024 Marathon Petroleum

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) January 8, 2024 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Comm

Marathon Petroleum Corp. announces Maryann T. Mannen as President, John J. Quaid as Chief Financial Officer

Marathon Petroleum Corp. announces Maryann T. Mannen as President, John J. Quaid as Chief Financial Officer FINDLAY, Ohio, December 21, 2023 – Marathon Petroleum Corp. (NYSE: MPC) President and Chief Executive Officer Michael J. Hennigan today announced changes to the executive management team of MPC, effective January 1, 2024. Maryann T. Mannen, executive vice president and chief financial office

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) December 21, 2023 Marathon Petrole

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) December 21, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Marathon Petroleum Corp. Reports Third-Quarter 2023 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Third-Quarter 2023 Results •Third-quarter net income attributable to MPC of $3.3 billion, or $8.28 per diluted share; adjusted net income of $3.2 billion, or $8.14 per adjusted diluted share •Adjusted EBITDA of $5.7 billion; net cash provided by operating activities of $5.0 billion, reflecting continued strong cash generation •MPLX increases distributi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) October 31, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) October 29, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Second Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.1 SECOND AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023 (the “Plan”), the Plan is amended, effective as of June 5, 2023, as follows: FIRST AND ONLY CHANGE Section 21.01 is hereby amended, effective June 5, 2023, by deleting the

Marathon Petroleum Corp. Reports Second-Quarter 2023 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Second-Quarter 2023 Results •Second-quarter net income attributable to MPC of $2.2 billion, or $5.32 per diluted share; adj. EBITDA of $4.5 billion •Net cash provided by operating activities of $4.0 billion, reflecting sustained commercial improvements •Executing disciplined capital program across Refining & Marketing, Midstream, and low carbon project

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35054 A. Full title of the plan and

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) May 15, 2023 Marathon Petroleum Co

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) May 15, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Marathon Petroleum Corporation, a Delaware corporation (the “Registrant”), does hereby constitute and appoint Michael J. Hennigan, Maryann T. Mannen and C. Kristopher Hagedorn, and each of them acting individually, as the true and lawful attorney-in-fact or attorneys-in-fact for each o

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) N

Calculation of Filing Fee Tables Form S-3 (Form Type) MARATHON PETROLEUM CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation R

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MARATHON PETROLEUM CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration F

Marathon Petroleum Corp. Reports First-Quarter 2023 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports First-Quarter 2023 Results •First-quarter net income attributable to MPC of $2.7 billion, or $6.09 per diluted share; adj. EBITDA of $5.2 billion •Net cash provided by operating activities of $4.1 billion, reflecting strong execution •Commenced STAR project operations; progressed Martinez Renewable Fuels facility into Phase II •Returned $3.5 billion of

First Amendment to the Marathon Petroleum Thrift Plan

Exhibit 10.3 FIRST AMENDMENT TO THE MARATHON PETROLEUM THRIFT PLAN Pursuant to the powers of amendment reserved under Section 24.01 of the Marathon Petroleum Thrift Plan, as amended and restated effective as of January 1, 2023 (the “Plan”), the Plan is amended, effective as of April 1, 2023, as follows: FIRST CHANGE Section 21.01 of the Plan is amended to read as follows: 21.01 Plan Administrator

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 2, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commissi

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) April 26, 2023 Marathon Petroleum

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) April 26, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

CERTIFICATE OF AMENDMENT RESTATED CERTIFICATE OF INCORPORATION MARATHON PETROLEUM CORPORATION

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF MARATHON PETROLEUM CORPORATION Marathon Petroleum Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: FIRST: Paragraph 2 of Article SIX of the Restated Certificate of Incorporation of the

Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 26, 2023

EX-3.2 3 ex32-restatedcertificateof.htm EX-3.2 Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION of MARATHON PETROLEUM CORPORATION The present name of the corporation is Marathon Petroleum Corporation (the “Corporation”). The Corporation was incorporated under the name “MPC Holdings Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION)

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Marathon Petroleum Corp NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION)

mpcletter.htm - Generated by SEC Publisher for SEC Filing SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Marathon Petroleum Corp. NAME OF PERSON RELYING ON EXEMPTION: International Brotherhood of Teamsters ADDRESS OF PERSON RELYING ON EXEMPTION: 25 Louisiana Avenue, N.W., Washington, D.C. 20001 Written materials are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Marathon Petroleum Corporation (MPC)

Marathon Petroleum Corporation (MPC) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 Marathon Petroleum shareholder since 2015 Vote for both Simple Majority Vote Proposals, Proposals 5 and 7 Vote against Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

COURTESY PDF OF MPC PROXY

2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT WEDNESDAY APRIL 26, 2023 10 AM EDTFROM THE CHAIRMAN OF THE BOARD Fellow Shareholders, On behalf of our Board of Directors, I am pleased to invite you to attend Marathon Petroleum Corporation’s 2023 Annual Meeting of Shareholders on April 26, 2023, which will be held virtually to provide our shareholders with broader access and ability to participate in the meeting.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Solici

List of Subsidiaries

Exhibit 21.1 MARATHON PETROLEUM CORPORATION LIST OF SUBSIDIARIES as of December 31, 2022 Name of Subsidiary Jurisdiction of Organization/Incorporation 631 South Main Street Development LLC Delaware * ADCC Pipeline, LLC Delaware * Andeavor Field Services LLC Delaware * Andeavor Gathering I LLC Delaware Andeavor LLC Delaware * Andeavor Logistics CD LLC Delaware * Andeavor Logistics GP LLC Delaware *

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350

2023 Marathon Petroleum Annual Cash Bonus Program

Marathon Petroleum Annual Cash Bonus Program (ACB) 2023 Exhibit 10.47 This document applies to Awards made under the Marathon Petroleum Annual Cash Bonus Program (Program) for the 2023 Performance Period. The Program’s purpose is to incentivize and reward Eligible Employees for executing on the strategy of Marathon Petroleum Corporation. The Program operates under the Marathon Petroleum Corporatio

Marathon Petroleum Thrift Plan, as amended and restated effective January 1, 2023

Exhibit 10.50 MARATHON PETROLEUM THRIFT PLAN As Amended and Restated Effective January 1, 2023 TABLE OF CONTENTS Page Article I. Preamble 1 Article II. Eligibility 2 Article III. Joining the Plan 3 Article IV. Classes of Membership 3 Article V. Member Contributions 6 Article VI. Matching Contributions 11 Article VII. Maximum Contributions Limitation 12 Article VIII. Accounting and Investment of Fu

Form of 2023 MPLX Phantom Unit Award Agreement

Exhibit 10.52 MPLX LP PHANTOM UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {

Form of 2023 MPC Officer RSU Award Agreement - 2021 Plan

Exhibit 10.49 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) (3-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participan

Power of Attorney of Directors and Officers of Marathon Petroleum Corporation

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Marathon Petroleum Corporation, a Delaware corporation, hereby constitutes and appoints Michael J. Hennigan, Maryann T. Mannen and C. Kristopher Hagedorn, and each of them, as his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for

Description of Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Petroleum Corporation, a Delaware corporation (“MPC”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.01 per share (“common stock”). References to the “Co

Marathon Petroleum Excess Benefit Plan Amendment

Exhibit 10.51 The Marathon Petroleum Excess Benefit Plan is amended, effective September 1, 2022, as follows: 1. The definitions of “Legacy Retirement Benefit” and “Retirement Plan” in Article I are amended, to read as follows, so as to reflect the most recent amendment and restatement of the Marathon Petroleum Retirement Plan: “Legacy Retirement Benefit” as defined in the Retirement Plan, means t

Form of 2023 MPC Officer Performance Share Unit Award Agreement – 2023-2025 Performance Period

Exhibit 10.48 MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT 2023 – 2025 PERFORMANCE PERIOD SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Part

MPC / Marathon Petroleum Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Marathon Petroleum Corp. Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

Marathon Petroleum Corp. Reports Fourth-Quarter and Full-Year 2022 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Fourth-Quarter and Full-Year 2022 Results •Fourth-quarter net income attributable to MPC of $3.3 billion, or $7.09 per diluted share; adj. net income of $3.1 billion, or $6.65 per diluted share; adj. EBITDA of $5.8 billion •Full-year net cash provided by operating activities of $16.4 billion, reflecting improving operational and commercial execution •R

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) January 31, 2023 Marathon Petroleu

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) January 31, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) January 27, 2023 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 1, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Marathon Petroleum Corp. Reports Third-Quarter 2022 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Third-Quarter 2022 Results ?Net income attributable to MPC of $4.5 billion, or $9.06 per diluted share; reported adjusted net income of $3.9 billion, or $7.81 per diluted share ?Adjusted EBITDA of $6.8 billion; improving operational and commercial execution as the refining system ran at near full utilization to meet demand ?MPLX increases distribution

Financial Statements and Exhibits, Other Events

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) October 11, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

A MESSAGE FROM MICHAEL J. HENNIGAN

Exhibit 99.1 A MESSAGE FROM MICHAEL J. HENNIGAN October 11, 2022 Dear Colleagues and Shareholders, This past April, I shared with you that I had been diagnosed with throat cancer and would be undergoing treatment. Today, I want to share a very positive update. I completed the seven-week radiation and chemotherapy treatment protocol for this condition a few months ago. As is routine for this type o

MPLX / MPLX LP / Marathon Petroleum Corp - SCHEDULE 13D/A AMENDMENT NO. 16 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 16) Under the Securities Exchange Act of 1934 MPLX LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 55336V100 (CUSIP Number) Molly R. Benson Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary Marathon Petr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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 22, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Comm

Marathon Petroleum Corp. Reports Second-Quarter 2022 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Second-Quarter 2022 Results ?Net income attributable to MPC of $5.9 billion, or $10.95 per diluted share; reported adjusted net income of $5.7 billion, or $10.61 per diluted share ?Adjusted EBITDA of $9.1 billion, as the refining system ran at full utilization to meet demand ?Maintaining focus on low-cost culture and improving commercial performance ?P

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Revolving Credit Agreement, dated as of July 7, 2022, by and among MPLX LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto

Exhibit 10.2 REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MPLX LP, the LENDERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS1 and TD SECURITIES (USA) LLC, as Joint

Revolving Credit Agreement, dated as of July 7, 2022, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto

Exhibit 10.1 REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MARATHON PETROLEUM CORPORATION, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, BOFA SECURITIES, INC., CITIBANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS1 and TD SECURITIES (USA) LLC

Marathon Petroleum Corp. Statement on the Passing of Board Member Steven A. Davis

Marathon Petroleum Corp. Statement on the Passing of Board Member Steven A. Davis FINDLAY, Ohio, July 12, 2022 ? Marathon Petroleum Corp. (NYSE: MPC) issued the following statement from John Surma, chairman of the board of directors, on the passing last weekend of its long-serving board member Steve Davis. ?We are so saddened by Steve?s passing and the loss of such a vibrant voice on our board. On

Financial Statements and Exhibits, Other Events

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) July 12, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) July 7, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35054 A. Full title of the plan and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Form of 2022 MPC Officer RSU Award Agreement – 3-year Pro Rata Vesting

Exhibit 10.5 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT DESIGNATED POSITIONS & EXECUTIVE RESOURCES (3-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the

Marathon Petroleum Corp. Reports First-Quarter 2022 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports First-Quarter 2022 Results ?Net income attributable to MPC of $845 million, or $1.49 per diluted share ?Adjusted EBITDA of $2.6 billion, of which $1.4 billion is Refining and Marketing ?Net cash provided by operating activities of $2.5 billion, inclusive of $0.6 billion of favorable changes in working capital ?~$8 billion of shares repurchased since in

Form of 2022 MPC Officer RSU Award Agreement – 2-year Cliff Vesting

Exhibit 10.2 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT DESIGNATED POSITIONS & EXECUTIVE RESOURCES (2-Year Cliff Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the Co

Form of 2022 MPC Officer RSU Award Agreement – 2-year Pro Rata Vesting

Exhibit 10.4 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT DESIGNATED POSITIONS & EXECUTIVE RESOURCES (2-Year Pro Rata Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the

Form of 2022 MPC Officer RSU Award Agreement – 3-year Cliff Vesting

Exhibit 10.3 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT DESIGNATED POSITIONS & EXECUTIVE RESOURCES (3-Year Cliff Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the Co

Form of 2022 MPC Officer RSU Award Agreement – 1-year Cliff Vesting

Exhibit 10.1 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT DESIGNATED POSITIONS & EXECUTIVE RESOURCES (1-Year Cliff Vesting) As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 3, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commissi

Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 29, 2022

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF MARATHON PETROLEUM CORPORATION The present name of the corporation is Marathon Petroleum Corporation (the ?Corporation?). The Corporation was incorporated under the name ?MPC Holdings Inc.? by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 9, 2009. This Restated Certificat

Certificate of Amendment, dated April 29, 2022, to the Restated Certificate of Incorporation of Marathon Petroleum Corporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF MARATHON PETROLEUM CORPORATION Marathon Petroleum Corporation (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify: FIRST: Article TWELVE of the Restated Certificate of Incorporation of the Corporation

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) April 27, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Other Events

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) April 21, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

EX-99.1

Exhibit 99.1 A MESSAGE FROM MICHAEL J. HENNIGAN April 21, 2022 Dear Colleagues and Shareholders, Our team has navigated many challenges. We addressed them head on and have been very successful. Today, I am confronted with a personal challenge. Through a recent health physical, it was discovered that I have a tumor in my throat. The good news is that it was caught early and is curable. Tests have c

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION)

Notice Of Exempt Solicitation: (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Marathon Petroleum NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

COURTESY PDF OF MPC PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Solici

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Solici

MPC / Marathon Petroleum Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Marathon Petroleum Corp. Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: February 28, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 2, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Solici

CEO Nonqualified Stock Option Award Agreement, as Amended

EX 10.65 MARATHON PETROLEUM CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT (as amended effective March 17, 2020) OFFICER As evidenced by this Award Agreement, Marathon Petroleum Corporation (the ?Corporation?) has granted to MICHAEL J. HENNIGAN (the ?Participant?), an employee of the Corporation or a Subsidiary, on 03/01/2021 (the ?Grant Date?), a right (the ?Option?) to purchase from the C

Form of 2022 MPC Officer Performance Unit Award Agreement – 2022-2024 Performance Cycle

EX 10.64 MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT 2022 ? 2024 PERFORMANCE PERIOD DESIGNATED POSITIONS & EXECUTIVE RESOURCES As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of t

CEO Performance Unit Award Agreement – 2020-2022 Performance Cycle, as Amended

EX 10.67 MARATHON PETROLEUM CORPORATION PERFORMANCE UNIT AWARD AGREEMENT 2020 ? 2022 PERFORMANCE CYCLE (as amended effective March 17, 2020) As evidenced by this Award Agreement and under the Amended and Restates Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Corporation?) has granted to MICHAEL J. HENNIGAN (the ?Participant?), an

List of Subsidiaries

Exhibit 21.1 MARATHON PETROLEUM CORPORATION LIST OF SUBSIDIARIES as of December 31, 2021 Name of Subsidiary Jurisdiction of Organization/Incorporation 631 South Main Street Development LLC Delaware * Andeavor Field Services LLC Delaware * Andeavor Gathering I LLC Delaware Andeavor LLC Delaware * Andeavor Logistics CD LLC Delaware * Andeavor Logistics GP LLC Delaware * Andeavor Logistics LP Delawar

CEO Restricted Stock Unit Award Agreement, as Amended

EX 10.68 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (as amended effective March 17, 2020) OFFICER As evidenced by this Award Agreement and under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Corporation?) has granted to MICHAEL J. HENNIGAN (the ?Participant?), an employee of the

CEO Restricted Stock Unit Award Agreement

EX 10.66 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT OFFICER As evidenced by this Award Agreement and under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Corporation?) has granted to MICHAEL J. HENNIGAN (the ?Participant?), an employee of the Corporation or a Subsidiary, on 03/17/

Power of Attorney of Directors and Officers of Marathon Petroleum Corporation

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Marathon Petroleum Corporation, a Delaware corporation, hereby constitutes and appoints Michael J. Hennigan, Maryann T. Mannen and C. Kristopher Hagedorn, and each of them, as his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for

2022 Marathon Petroleum Annual Cash Bonus Program

EX 10.69 Marathon Petroleum Annual Cash Bonus (?ACB?) Program 2022 Program Objectives The purpose of the Marathon Petroleum Annual Cash Bonus Program (the ?Program?) is to incentivize and reward Eligible Employees for executing on the strategy of Marathon Petroleum Corporation. The Program operates under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?) the terms of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350

MPC / Marathon Petroleum Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Marathon Petroleum Corp. Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Marathon Petroleum Corp. Reports Fourth-Quarter 2021 Results

Exhibit 99.1 Marathon Petroleum Corp. Reports Fourth-Quarter 2021 Results ?Reported fourth-quarter net income of $774 million, or $1.27 per diluted share; reported adjusted net income of $794 million, or $1.30 per diluted share ?Returned approximately $3 billion of capital through share repurchases since Oct 31; completed approximately 55% of $10 billion repurchase program through Jan 31; announce

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure

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) January 10, 2022 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

MPC / Marathon Petroleum Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0007-marathonpetroleumcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Marathon Petroleum Corp. Title of Class of Securities: Common Stock CUSIP Number: 56585A102 Date of Event Which Requires Filing of this Statement: November 30, 2021 Check the appropriate box t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 2, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Amended and Restated Bylaws of Marathon Petroleum Corporation, dated October 27, 2021

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MARATHON PETROLEUM CORPORATION AMENDED AND RESTATED BYLAWS OF MARATHON PETROLEUM CORPORATION TABLE OF CONTENTS Page No. ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 4 Section 1.4 Fixing Date for Determination of Stockholders of Record 4 Section 1.5 List of Stockholders Entitled to Vot

Marathon Petroleum Corp. Reports Third-Quarter 2021 Results

Marathon Petroleum Corp. Reports Third-Quarter 2021 Results ?Reported third-quarter net income of $694 million, or $1.09 per diluted share; reported adjusted net income of $464 million, or $0.73 per diluted share ?Progressing portfolio optimization by pursuing strategic alternatives for the Kenai refinery and related operations, which could include a sale; and continuing focus on lowering the cost

Form of 2021 MPC Officer RSU Award Agreement - 2021 Plan

Exhibit 10.1 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Company?) has granted to {Participant Name} (the ?Participant?), an employee of the Company or a Subsidi

MPLX / MPLX LP / Marathon Petroleum Corp - SC 13D/A AMENDMENT 15 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 15) Under the Securities Exchange Act of 1934 MPLX LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 55336V100 (CUSIP Number) Molly R. Benson Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary Marathon Petr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) July 30, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis

Marathon Petroleum Corp. Reports Second-Quarter 2021 Results

Marathon Petroleum Corp. Reports Second-Quarter 2021 Results ?Reported second-quarter income of $8.5 billion, or $13.00 per diluted share, which includes net pre-tax benefits of $11.6 billion; reported adjusted income of $437 million, or $0.67 per diluted share ?Continued focus on advancing renewable projects and lowering cost structure ?Closed Speedway sale; repurchased approximately $1 billion o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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) July 27, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis

Amended and Restated Bylaws of Marathon Petroleum Corporation, dated July 2

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MARATHON PETROLEUM CORPORATION AMENDED AND RESTATED BYLAWS OF MARATHON PETROLEUM CORPORATION TABLE OF CONTENTS Page No. ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 4 Section 1.4 Fixing Date for Determination of Stockholders of Record 4 Section 1.5 List of Stockholders Entitled to Vot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35054 A. Full title of the plan and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

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) June 17, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $.01 (Title of Class of Securities) 56585A102 (CUSIP Number of Class of Securities)

Marathon Petroleum Corp. announces final results of tender offer

Exhibit (a)(5)(F) Marathon Petroleum Corp. announces final results of tender offer FINDLAY, Ohio, June 17, 2021 ? Marathon Petroleum Corp. (NYSE: MPC) today announced final results of its ?modified Dutch auction? tender offer, which expired at midnight, New York City time, at the end of the day on June 14, 2021. Based on the final count by Computershare Trust Company, N.A., the depositary for the

Marathon Petroleum Corp. announces preliminary results of tender offer

Exhibit (a)(5)(E) Marathon Petroleum Corp. announces preliminary results of tender offer FINDLAY, Ohio, June 15, 2021 ? Marathon Petroleum Corp. (NYSE: MPC) today announced the preliminary results of its ?modified Dutch auction? tender offer, which expired at midnight, New York City time, at the end of the day on June 14, 2021. Based on the preliminary count by Computershare Trust Company, N.A., t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $.01 (Title of Class of Securities) 56585A102 (CUSIP Number of Class of Securities)

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

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) May 17, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

Letter of Transmittal To Tender Shares of Common Stock of MARATHON PETROLEUM CORPORATION Pursuant to its Offer to Purchase For Cash up to $4,000,000,000 of Shares of its Common Stock At a Purchase Price Not Greater Than $63.00 Per Share and Not Less

Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of MARATHON PETROLEUM CORPORATION Pursuant to its Offer to Purchase For Cash up to $4,000,000,000 of Shares of its Common Stock At a Purchase Price Not Greater Than $63.

IMMEDIATE ATTENTION REQUIRED

Exhibit (a)(1)(F) IMMEDIATE ATTENTION REQUIRED May 17, 2021 Re: Marathon Petroleum Corporation Tender Offer Dear Participant in the Marathon Petroleum Thrift Plan: The enclosed tender offer materials and Direction Form require your immediate attention.

OFFER TO PURCHASE FOR CASH MARATHON PETROLEUM CORPORATION OF UP TO $4,000,000,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $63.00 PER SHARE AND NOT LESS THAN $56.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, N

Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY MARATHON PETROLEUM CORPORATION OF UP TO $4,000,000,000 OF ITS COMMON SHARES AT A PURCHASE PRICE NOT GREATER THAN $63.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Petroleum Corporation (Name Of Subject Company (Issuer) And

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Petroleum Corporation (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Common Stock, par value $.01 per share (Title of Class of Securities) 56585A102 (CUSIP Number of Common Stock) Molly R. Benso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Company (Issuer) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marathon Petroleum Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $.01 (Title of Class of Securities) 56585A102 (CUSIP Number of Class of Securities) Molly R. Benson V

Press Release dated May 14, 2021

Marathon Petroleum Comments on Speedway Sale Closing FINDLAY, Ohio, May 14, 2021 ? Marathon Petroleum Corp.

MARATHON PETROLEUM CORPORATION OFFER TO PURCHASE CASH OF UP TO $4,000,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $63.00 PER SHARE AND NOT LESS THAN $56.00 PER SHARE

Exhibit (a)(1)(E) MARATHON PETROLEUM CORPORATION OFFER TO PURCHASE FOR CASH OF UP TO $4,000,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $63.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase dated May 17, 2021 and the related Letter of Transmittal

Exhibit (a)(5)(A) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Marathon Petroleum Corp. announces modified Dutch auction tender offer to purchase up to $4.0 billion of its outstanding common stock

Exhibit (a)(5)(D) Marathon Petroleum Corp. announces modified Dutch auction tender offer to purchase up to $4.0 billion of its outstanding common stock FINDLAY, Ohio, May 17, 2021 ? Marathon Petroleum Corp. (NYSE: MPC) today announced that it commenced a ?modified Dutch auction? tender offer to purchase up to $4.0 billion of shares of its common stock, or such lesser number of shares of its common

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of MARATHON PETROLEUM CORPORATION Pursuant to its Offer to Purchase For Cash up to $4,000,000,000 of shares of its Common Stock At a Purchase Price Not Greater Than $63.00 Per Share and N

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of MARATHON PETROLEUM CORPORATION Pursuant to its Offer to Purchase For Cash up to $4,000,000,000 of shares of its Common Stock At a Purchase Price Not Greater Than $63.

MARATHON PETROLEUM CORPORATION OFFER TO PURCHASE CASH OF UP TO $4,000,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $63.00 PER SHARE AND NOT LESS THAN $56.00 PER SHARE

Exhibit (a)(1)(D) MARATHON PETROLEUM CORPORATION OFFER TO PURCHASE FOR CASH OF UP TO $4,000,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $63.

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) May 12, 2021 Marathon Petroleum Co

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) May 12, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

Press Release dated

Marathon Petroleum Corp. Announces Close of $21 Billion Speedway Sale and Return of Capital Plans FINDLAY, Ohio, May 14, 2021 ? Marathon Petroleum Corp. (NYSE: MPC) today announced the close of the $21 billion sale of Speedway to 7-Eleven, Inc., a wholly owned, indirect subsidiary of Seven & i Holdings Co., Ltd (3382:Toyko). In conjunction with closing, MPC announced its plans regarding the estima

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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) May 12, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commiss

Marathon Petroleum Corp. Announces Close of $21 Billion Speedway Sale and Return of Capital Plans

Marathon Petroleum Corp. Announces Close of $21 Billion Speedway Sale and Return of Capital Plans FINDLAY, Ohio, May 14, 2021 ? Marathon Petroleum Corp. (NYSE: MPC) today announced the close of the $21 billion sale of Speedway to 7-Eleven, Inc., a wholly owned, indirect subsidiary of Seven & i Holdings Co., Ltd (3382:Toyko). In conjunction with closing, MPC announced its plans regarding the estima

Amendment No. 2 to Purchase and Sale Agreement, dated as of May 14, 2021, by and among the Company, Sellers and Purchaser*

Exhibit 2.3 AMENDMENT NO. 2 TO THE PURCHASE AGREEMENT This Amendment No. 2, dated as of May 14, 2021 (this ?Amendment?), to the Purchase and Sale Agreement, dated as of August 2, 2020, by and among the undersigned entities originally set forth on Schedule I thereto (?Sellers?), Marathon Petroleum Corporation, a Delaware corporation (?Seller Parent?), 7-Eleven, Inc., a Texas corporation (?Buyer?),

Amendment No. 2 to Purchase and Sale Agreement, dated as of May 14, 2021, by and among the Company, Sellers and Purchaser*

Exhibit 2.3 AMENDMENT NO. 2 TO THE PURCHASE AGREEMENT This Amendment No. 2, dated as of May 14, 2021 (this ?Amendment?), to the Purchase and Sale Agreement, dated as of August 2, 2020, by and among the undersigned entities originally set forth on Schedule I thereto (?Sellers?), Marathon Petroleum Corporation, a Delaware corporation (?Seller Parent?), 7-Eleven, Inc., a Texas corporation (?Buyer?),

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

Marathon Petroleum Corp. Reports First-Quarter 2021 Results

Marathon Petroleum Corp. Reports First-Quarter 2021 Results ?Reported first-quarter loss of $242 million, or $(0.37) per diluted share, which includes pre-tax charges of $70 million; reported adjusted loss of $132 million, or $(0.20) per diluted share ?Reported adjusted EBITDA of $1.6 billion, driven by refining margin recovery, stability of midstream business, and continued focus to lower the ove

Marathon Petroleum Corporation 2021 Incentive Compensation Plan

Exhibit 10.1 MARATHON PETROLEUM CORPORATION 2021 INCENTIVE COMPENSATION PLAN ARTICLE 1. PURPOSE OF THE PLAN The purpose of the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the ?Plan?) is to permit Marathon Petroleum Corporation (the ?Company?) to grant Awards to employees, directors, and/or certain consultants of the Company and its Subsidiaries and to provide to such persons i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) April 28, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 4, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commissi

Powers of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Marathon Petroleum Corporation, a Delaware corporation (the ? Registrant ?), does hereby constitute and appoint each of Michael J. Hennigan, Maryann T. Mannen and John J. Quaid, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of

- S-8

As filed with the Securities and Exchange Commission on April 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marathon Petroleum Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 27-1284632 (State or Other Jurisdiction of Incorporation or Organization) (I

- DEFA14A

DEFA14A 1 defa14ampc41521.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x De

- NOTICE OF EXEMPT SOLICITATION

NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Marathon Petroleum Corp NAME OF PERSON RELYING ON EXEMPTION: Majority Action ADDRESS OF PERSON RELYING ON EXEMPTION: PO Box 4831, Silver Spring, MD 20914 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

-

March 2021 RE: Please Vote Against Say-on-Pay (Item 3) and FOR Shareholder Proposal on Pro-Rata Vesting (Item 7) at Marathon Petroleum Corp.

Regulation FD Disclosure

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) March 23, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Commi

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Solici

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- DEFA14A

DEFA14A 1 defa14ampc2021.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Solici

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Solici

Power of Attorney of Directors and Officers of Marathon Petroleum Corporation

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Marathon Petroleum Corporation, a Delaware corporation, hereby constitutes and appoints Michael J. Hennigan, Maryann T. Mannen and John J. Quaid, and each of them, as his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for each of t

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350

Amendment to Purchase and Sale Agreement, dated as of October 16, 2020, by and among MPC, the MPC subsidiaries party thereto and 7-Eleven, Inc.

October 16, 2020 7-Eleven, Inc. 3200 Hackberry Road Irving, Texas 75063 Attention: Vice President, Mergers & Acquisitions and Senior Counsel, Mergers & Acquisitions Re: Deadline to Deliver Basis Information Ladies and Gentlemen: Reference is made to that certain Purchase and Sale Agreement dated as of August 2, 2020 (the ?Agreement?), by and among the entities set forth on Schedule I thereto, Mara

Aircraft Time Sharing Agreement, dated as of December 29, 2020, by and between Marathon Petroleum Company LP and Michael J. Hennigan

Exhibit 10.67 AIRCRAFT TIME SHARING AGREEMENT This AIRCRAFT TIME SHARING AGREEMENT (the ?Agreement?) is entered into this 29th day of December, 2020, by and between MARATHON PETROLEUM Company LP, a Delaware limited partnership (the ?Company?), and Michael J. Hennigan, an individual (the ?Executive?), and shall be effective commencing on January 1, 2021 (the ?Effective Date?). W I T N E S E T H: WH

Results of Operations and Financial Condition

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 26, 2021 Marathon Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 001-35054 27-1284632 (State or other jurisdiction of incorporation) (Co

Form of 2021 MPC Officer RSU Award Agreement

Exhibit 10.69 MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT CEO, DESIGNATED POSITIONS, & EXECUTIVE RESOURCES As evidenced by this Award Agreement and under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the ?Plan?), Marathon Petroleum Corporation (the ?Corporation?) has granted to [NAME] (the ?Participant?), an employee of the Corpo

List of Subsidiaries

Exhibit 21.1 MARATHON PETROLEUM CORPORATION LIST OF SUBSIDIARIES as of December 31, 2020 Name of Subsidiary Jurisdiction of Organization/Incorporation 2Go Tesoro Company Delaware 631 South Main Street Development LLC Delaware * Andeavor Field Services LLC Delaware * Andeavor Gathering I LLC Delaware Andeavor LLC Delaware * Andeavor Logistics CD LLC Delaware * Andeavor Logistics GP LLC Delaware * A

Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021

Exhibit 10.74 Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement (As Originally Effective January 1, 2021) Table of Contents 1.01 Preamble 2 1.02 Plan 2 1.03 Plan Sponsor 2 1.04 Employer 3 1.05 Administrator 3 1.06 Key Employee Determination Dates 3 2.01 Participation 4 3.01 Compensation 5 3.02 Bonuses 6 4.01 Participant Contributions 7 5.01 Employer Contributions 9 6.01 Di