Marathon Petroleum (MPC) 10-K risk factor changes: FY2025 vs FY2024

Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and [removed: continue the payment of] [added: pay] our [removed: base] dividend [added: at intended levels] are highly dependent on the margins we realize on our refined products.

Historically, [removed: refining and marketing] [added: refined product] margins have been volatile, and we believe they will continue to be volatile.

Our margins from the sale of [removed: gasoline and other] refined products are influenced by a number of conditions, including the price of crude oil and other feedstocks.

- [removed: worldwide] [added: global] and [removed: domestic supplies] [added: regional inventory levels and availability] of and demand for feedstocks and refined products;

- [removed: the] [added: global and regional] development by competitors of new refining or renewable conversion capacity;

- natural gas and electricity [added: availability and] supply costs;

- [added: global and domestic] political instability, threatened or actual terrorist incidents, armed [removed: conflict] [added: conflict, economic activity and growth levels] or [added: lack thereof or] other global political or economic conditions;

The longer-term effects of these and other factors on [removed: refining and marketing] [added: refined product] margins are uncertain.

Lower [removed: refining and marketing] [added: refined product margins, including renewable diesel] margins have in the past, and may in the future, lead us to reduce the amount of refined products we produce, which may reduce our revenues, income from operations and cash flows.

Significant reductions in [removed: refining and marketing] [added: refined product] margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and require us to re-evaluate [removed: practices regarding] our [added: capital allocation priorities, including our share] repurchase [removed: activity] [added: activity, capital spending] and dividends.

[removed: Legal, technological, political] [added: Industry, market, technological] and [removed: scientific] [added: regulatory] developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels.

Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our [added: liquid] transportation fuels.

These regulations include Advanced Clean Cars (“ACC”) [added: I, ACC II, and Advanced Clean Trucks.]

[removed: Technological breakthroughs relating to renewable fuels or other fuel alternatives] such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.

Together, these [removed: trends and] developments have had and are expected to continue to have an adverse effect on sales of our liquid transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

We rely on such systems to process, transmit and store electronic information, including financial records and [removed: regulated] personal data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.

Our information systems (and those of our third-party business partners and service providers), including our cloud computing environments and operational technology environments, are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence attacks, which can compromise our ability to [removed: operate] [added: operate,] and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.

These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored [removed: actors] [added: actors,] or employee error or malfeasance.

Cybersecurity incidents involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, [removed: regulated] personal data, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review, investigations, or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws.

Along with our own data and information collected in the normal course of our business, [removed: we] [added: we, and some of our third-party service providers,] collect, use, transfer and retain certain data that is subject to specific laws and regulations.

Any failure by [removed: us] [added: us, or by a third-party service provider upon which we rely,] to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.

Our [removed: introduction] [added: integration] of these [removed: technologies] [added: technologies, whether developed internally or procured through our third-party service providers,] into our processes may result in new or expanded risks and liabilities.

Congress established a [removed: Renewable Fuel Standard (“RFS”)] [added: RFS] program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.

As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to [added: the] EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.

Prices are dependent upon a variety of factors, including [added: the] EPA, LCFS, and other regulations, reduction of the benefits, the availability of RINs or credits for purchase, [added: whether] any of the products we produce are deemed not to qualify for compliance, and levels of transportation fuels produced, which can vary significantly from quarter to quarter.

[removed: Non-traditional] transportation fuel retailers, such as supermarkets, club stores and mass merchants, may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market.

Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical [removed: risks, such as sea-level rise or water shortages.]

Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any [removed: acquisitions or] joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and adversely affect our reputation, business, financial condition, results of operations and cash flows.

At December 31, [removed: 2024,] [added: 2025,] our total debt obligations for borrowed money and finance lease obligations were [removed: $27.80] [added: $33.31] billion, including [removed: $21.21] [added: $26.01] billion of obligations of MPLX and its subsidiaries.

A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined [removed: petroleum] products, [removed: could have] [added: has] significant and adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and [removed: could diminish] [added: diminishes] our liquidity, [removed: trigger additional impairments] and negatively [removed: affect] [added: affects] our ability to obtain adequate crude oil volumes and to market certain of our products at favorable prices, or at all.

Increases in interest rates could adversely impact our [removed: share price, our] ability to issue [removed: equity] [added: equity, refinance existing debt] or incur [added: additional] debt for acquisitions or other purposes and our ability to [removed: make] [added: pay] dividends at our intended levels.

A [added: prolonged] rising interest rate environment could have an adverse impact on our [removed: share price and our] ability to issue [removed: equity] [added: equity, refinance existing debt] or incur [added: additional] debt for acquisitions or other purposes [removed: and to make dividends] [added: on desirable terms, if] at [removed: our intended levels.][added: all.]

As of December 31, [removed: 2024,] [added: 2025,] our balance sheet reflected [removed: $8.2] [added: $9.4] billion and [removed: $1.8] [added: $2.7] billion of goodwill and other intangible assets, respectively.

Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to [added: market or] supply certain products we produce.

[removed: Additionally, changes] [added: Changes] to the federal government’s policies and operations could lead to increased regulatory uncertainty and [removed: volatility,] [added: volatility and increased state regulation,] which may impact our business, financial condition and results of operations.

Our business is subject to numerous environmental laws and [removed: regulations.][added: regulations at the federal, state and local level.]

- characteristics and composition of transportation fuels, including the [removed: quantity] [added: blending] of renewable fuels [removed: that must be blended] into transportation fuels;

We cannot predict [removed: how these policy changes and executive actions] [added: the extent to which states] will [removed: be implemented and interpreted,] [added: pass such legislation,] or the ultimate effect [removed: they] [added: these state laws] will have on our business, financial condition and results of operations.

From time to time, [removed: the President and members of the U.S. Congress propose and consider substantive changes] [added: there are proposals] to [added: change] the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate MPLX’s ability to qualify for partnership tax treatment.

Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our [added: business,] results of operations and financial condition.

- temporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally;

Government mandates or incentives, industry and technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles more desirable and result in greater market penetration of such vehicles or otherwise decrease demand for our liquid transportation fuels.

For example, the federal government through NHTSA and the EPA promulgate rules that require vehicle manufacturers to increase the fuel efficiency standards of liquid transportation fuels vehicles.

The EPA has finalized a rule that reduces its current vehicle standards by eliminating regulation of GHG emissions.

The new, reduced standards have been challenged in court.

The ACC II and Advanced Clean Trucks regulations are currently not enforceable in absence of federal waivers, but California filed litigation to reinstate the waivers.

Technological breakthroughs relating to renewable fuels or other fuel alternatives

Non-traditional

risks, such as sea-level rise or water shortages.

Accordingly, increases in interest rates could have a material adverse effect on our financial position, results of operations, cash flows and our ability to pay dividends at our intended levels.

We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations.

Changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility and increased state regulation, which may impact our business, financial condition and results of operations.

In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions.

The U.S. EPA and other federal agencies began proposing and promulgating regulations consistent with the administration’s policy changes.

If the federal government relaxes or revokes certain environmental regulations, states may pass laws that vary in stringency and scope by state, creating a patchwork of regulation.

For example, various states have passed laws regulating the use of materials containing PFAS and setting action levels for the remediation of certain PFAS.

California has also enacted cap-and-invest programs, which set statewide limits on GHG emissions and caps that decline each year.

CARB is currently developing regulations to implement the changes to the Cap-and-Invest program.

We are unable to estimate the impact of these programs but requirements to drastically reduce GHG emissions in California could increase our operating costs, require additional capital expenditures, reduce the competitiveness of our California refinery and renewable fuel facility and our Washington refinery and affect their long term outlook.

technologies become available.

In August 2025, the CEC adopted resolutions (i) indicating that the CEC will not take further action on a maximum gross gasoline refining margin and penalty for at least five years and (ii) providing refiners with a potential exemption from a maximum gross gasoline refining margin, if a maximum gross gasoline refining margin is implemented prior to the year 2035.

In August 2025, the CEC adopted an order requiring an informational proceeding on minimum inventory requirements and refinery maintenance resupply planning requirements.

Approximately 700 of those hourly represented employees in California are covered by collective bargaining agreements that were set to expire on January 31, 2026.

The parties agreed to continue those agreements beyond expiration, subject to a 24-hour termination notice by either party, while successor agreements are negotiated and ratified.

For example, a portion of the Tesoro High Plains Pipeline in North Dakota remains

- operation levels of other refineries in our markets;

In early 2025, the new U.S. presidential administration announced broad-based tariffs on goods imported from certain countries where we purchase feedstocks, including a ten percent tariff on energy resources such as crude oil, natural gas and NGLs imported from Canada.

Some of these tariffs have been stayed for brief periods of at least 30 days.

If the provisions of those tariffs are maintained as proposed, we would expect added market volatility, with the longer term impacts to our refining and marketing margin uncertain.

In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts.

EPA and NHTSA have promulgated separate rules setting more stringent requirements for vehicles.

NHTSA’s current CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026.

EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026.

In addition, NHTSA and EPA finalized new rules setting even more stringent requirements for model years 2027-2032.

NHTSA’s standards would require an increase in fuel efficiency of two percent annually.

EPA’s standards would require a significant increase in electric vehicle production to meet the standards.

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I, ACC II, and Advanced Clean Trucks.

California has received Clean Air Act waivers from U.S. EPA to implement these programs.

For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes.

We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery.

Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project.

For instance, if we build a new pipeline, the construction will occur over an extended period of time and we may not receive any material increases in revenues until after completion of the project, if at all.

In early 2025, the new U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions on topics including international trade, energy resources, corporate taxes, global climate change initiatives, employment practices, corporate compliance programs, environmental regulations, as well as other matters.

Further, the new presidential administration has indicated an intent to make structural changes to the executive branch of the federal government, including significant reductions in the federal workforce.

Continuing legal challenges to many of the policy changes and executive actions are expected.

Such actions may directly or indirectly impact our industry and could lead to increased regulatory uncertainty and volatility.

The legality of

For example, in 2015, the DOT issued new standards and regulations applicable to crude-by-rail transportation (Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains).

Our results of operations, financial

Our refineries are also supplied in part with crude oil produced from unconventional oil shale reservoirs.

New tax laws and regulations and changes in, interpretations of, and guidance regarding tax laws and regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the

Longer term, [added: global] demand growth is expected to [removed: exceed] [added: outpace] the net [removed: supply] impact [removed: from limited] [added: of refining] capacity additions [added: and rationalizations] through the end of the [removed: decade and announced and expected refinery rationalizations.][added: decade.]

[removed: This goal added to our] [added: We have] existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity and for lowering our freshwater withdrawal intensity.

Our goal is to improve value chain optimization with a more integrated and advanced approach to decision making so that each individual asset generates [removed: free-cash-flow] [added: free cash flow] back to the business and contributes to shareholder returns.

Midstream [removed: Growth] Transactions

[removed: On May 29, 2024,] [added: 2024 includes the gain resulting from] MPLX and its joint venture partner [removed: contributed] [added: contributing] their respective membership [removed: interest] [added: interests] in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, [removed: LLC] [added: LLC,] and [removed: issued] [added: issuing] a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project [removed: (collectively,] [added: (collectively] the “Whistler Joint Venture Transaction”).

[removed: On March 22, 2024, MPLX] [added: Cash] used [added: for acquisitions in 2024 included] $625 million of cash to purchase additional ownership [removed: interest] [added: interests] in existing [added: Midstream] joint ventures and gathering [removed: assets, which will enhance MPLX’s position in the Utica basin.][added: assets.]

Financial Statements and Supplementary Data [removed: –] [added: -] Note [removed: 14] [added: 5] for additional information on these transactions.

The [removed: share] repurchase authorizations have no expiration date.

As of December 31, [removed: 2024,] [added: 2025,] MPC had [removed: $7.75] [added: $4.38] billion remaining under its share repurchase [removed: authorizations.][added: authorization.]

Select results for continuing operations for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] are reflected in the following table.

| [removed: *(Millions] [added: *(millions] of dollars)* | | | [added: | | | 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Refining & Marketing | | | $ | [removed: 5,703] [added: 6,138] | | | | | $ | [removed: 13,705] [added: 5,703] | |

| Midstream | | | [removed: 6,544] [added: 6,750] | | | | | | [removed: 6,171] [added: 6,544] | | |

| Renewable Diesel | | | [removed: (150)] [added: (110)] | | | | | | [removed: (64)] [added: (150)] | | |

| Total reportable segments | | | $ | [removed: 12,097] [added: 12,778] | | | | | $ | [removed: 19,812] [added: 12,097] | |

| Reconciliation of segment adjusted EBITDA for reportable segments to income [removed: from continuing operations] before income taxes | | | | | | | | | | | |

| Corporate | | | [removed: (774)] [added: (822)] | | | | | | [removed: (737)] [added: (774)] | | |

| Refining & Renewable Diesel planned turnaround costs | | | [removed: (1,404)] [added: (1,553)] | | | | | | [removed: (1,201)] [added: (1,404)] | | |

| Renewable Diesel JV planned turnaround costs(a) | | | [removed: (9)] [added: (18)] | | | | | | [removed: (25)] [added: (9)] | | |

| LIFO inventory [removed: (charge) credit] [added: adjustment] | | | [removed: 161] [added: 72] | | | | | | [removed: (145)] [added: 161] | | |

| Gain on sale of [removed: assets(b)] [added: assets] | | | [added: | | | $ | 897 | | | | | $ |] 151 | | | | | [added: $] | 198 | | [removed: |]

| Depreciation and amortization | | | [removed: (3,337)] | | | [added: 3,251] | | | [removed: (3,307)] | | | [added: 3,337 | | | | | | (86) | | | | | | 3,307 | | | | | | 30 | | |]

| Renewable Diesel JV depreciation and amortization(a) | | | (89) | | | | | | [removed: (65)] [added: (89)] | | |

| Net interest and other financial costs | | | [removed: (839)] [added: (1,276)] | | | | | | [removed: (525)] [added: (839)] | | |

| Income [removed: from continuing operations] before income taxes | | | [removed: $] | [added: | | 7,015 | | | | | |] 5,957 | | | | | [removed: $] | [added: 1,058 | | | | | |] 13,989 | | [added: | | | | (8,032) | | |]

| Net Income attributable to MPC per diluted share | | | $ | [removed: 10.08] [added: 13.22] | | | | | $ | [removed: 23.63] [added: 10.08] | |

[removed: (b) 2024] [added: In 2024, items not allocated to segments] includes [removed: the] [added: a $151 million] gain [added: resulting] from the Whistler Joint Venture Transaction.

[removed: 2023 includes] [added: - decreased net gain on disposal of assets of $189 million mainly due to] the [removed: $92] [added: $106] million gain [added: on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million] associated with the remeasurement of MPLX’s existing equity investment in [added: MarkWest] Torñado [added: GP, L.L.C. (“Torñado”),] arising from the acquisition of the remaining 40 percent interest [removed: and the $106 million gain on the sale of our interest] in [removed: South Texas Gateway.][added: 2023; and]

Financial Statements and Supplementary Data - Note [removed: 14.][added: 5.]

Net income attributable to MPC decreased $6.24 [removed: billion, or $13.55 per diluted share,] [added: billion] in 2024 compared to [removed: 2023 primarily] [added: 2023,] due to [removed: lower Refining & Marketing margins partially offset by a decreased provision for income taxes.][added: the following:]

Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, [removed: 2024.][added: 2025.]

We received limited partner distributions of [removed: $2.27] [added: $2.56] billion and [removed: $2.06] [added: $2.27] billion from MPLX during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We owned approximately 647 million MPLX common units at December 31, [removed: 2024] [added: 2025] with a market value of [removed: $30.99] [added: $34.55] billion based on the December 31, [removed: 2024] [added: 2025] closing unit price of [removed: $47.86.][added: $53.37.]

On January [removed: 22, 2025,] [added: 29, 2026,] MPLX declared a quarterly cash distribution of [removed: $0.9565] [added: $1.0765] per common unit, which was paid February [removed: 14, 2025.][added: 17, 2026.]

MPC’s portion of these distributions was approximately [removed: $619] [added: $697] million.

During the year ended December 31, [removed: 2024,] [added: 2025,] MPLX repurchased approximately 8 million MPLX common units at an average cost per unit of [removed: $43.04] [added: $51.58] and paid [removed: $326] [added: approximately $400] million of cash.

As of December 31, [removed: 2024, $520 million] [added: 2025, $1.12 billion] remained available under the [removed: authorization] [added: authorizations] for future repurchases.

Financial Statements and Supplementary Data – Note [removed: 5] [added: 4] for additional information on MPLX.

Our total refining capacity was [removed: 2,963] [added: 2,986] mbpcd, [removed: 2,950] [added: 2,963] mbpcd and [removed: 2,898] [added: 2,950] mbpcd as of December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

| Blended crack spread sensitivity(a) *(per $1.00/barrel change)* | | | | | | $ | [removed: 1,100] [added: 1,125] | |

Our Refining & Marketing segment results for 2025 versus 2024 reflect higher realized refining margins supported by stable demand and by gasoline and distillate inventory levels in the U.S. that were at or below five-year averages.

Our Midstream segment contributed strong results and continued growth in 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the Northwind Midstream Acquisition and the BANGL Acquisition, progression of long-haul pipeline growth projects and expansion of Gulf Coast fractionation and export facilities.

We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.

Divestiture of Rockies Operations

On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing assets (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash.

The transaction resulted in a gain of $159 million.

Financial Statements and Supplementary Data – Note 5 for additional information on the sale of the Rockies.

Northwind Midstream Acquisition

On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash.

Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain.

The Northwind Midstream Acquisition was accounted for as a business combination.

The Northwind Midstream Acquisition and incremental capital expenditures associated with in-process expansion projects, were financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.

Financial Statements and Supplementary Data – Note 5 for additional information on the Northwind Midstream Acquisition.

BANGL, LLC Acquisition

On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for $703 million cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029.

As a result of the BANGL Acquisition, MPLX now owns 100 percent of BANGL and its results are reflected in our Midstream segment within our consolidated financial results.

The BANGL Acquisition was accounted for as a business combination, resulting in the recognition of a $484 million gain.

Financial Statements and Supplementary Data – Note 5 for additional information on the BANGL Acquisition.

Whiptail Midstream Acquisition

On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash (the “Whiptail Midstream Acquisition”).

These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region.

The acquisition was accounted for as a business combination.

Financial Statements and Supplementary Data – Note 5 for additional information on the Whiptail Midstream Acquisition.

Sale of Interest in Ethanol Joint Venture

On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC (the “Ethanol Joint Venture Sale”) in exchange for cash proceeds of $427 million.

MPC’s investment in TAMH was accounted for as an equity method investment and previously reported in the Refining & Marketing segment.

Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million and recorded a gain of $254 million.

| *(Millions of dollars)* | | | 2025 | | | | | | 2024 | | |

| Total reportable segments | | | $ | 12,778 | | | | | $ | 12,097 | |

| SRE | | | 57 | | | | | | — | | |

| Transaction-related costs(c) | | | (33) | | | | | | — | | |

| Legal settlements | | | 253 | | | | | | — | | |

| Income before income taxes | | | $ | 7,015 | | | | | $ | 5,957 | |

(b) 2025 includes gains from the BANGL Acquisition, the Ethanol Joint Venture Sale and the Rockies divestiture.

(c) Transaction-related costs include costs associated with the Northwind Midstream Acquisition, the BANGL Acquisition and the Rockies divestiture discussed in Item 8.

Net income attributable to MPC increased $602 million, or $3.14 per diluted share, in 2025 compared to 2024.

As a result, MPLX made distributions totaling $1.09 billion to its common unitholders for the fourth quarter of 2025.

2025 Compared to 2024

Net income attributable to MPC increased $602 million in 2025 compared to 2024, due to the following:

- increased income from equity method investments of $574 million largely due to gains from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million, partially offset by the absence of the gain on sale of assets of $151 million resulting from the Whistler Joint Venture Transaction in 2024;

The global macro environment continues to deliver refined product demand growth.

In 2024, we saw steady year-over-year demand for gasoline and diesel and growing demand for jet fuel.

In June 2023, the California legislature adopted and implemented certain provisions of Senate Bill No.2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”), which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish penalties for refiners for exceeding the yet to be issued margin cap.

The law further expands on existing reporting requirements for refiners to the CEC.

In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance.

We will evaluate the impact that SB X1-2 and AB X2-1 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when SB X1-2 or AB X2-1 are fully implemented.

Specifically, in 2022, we were the first among U.S. independent refiners to establish a 2030 target to reduce absolute Scope 3 - Category 11 GHG emissions.

A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.

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On July 31, 2024, MPLX exercised its right of first offer under the BANGL, LLC joint venture agreement to purchase an additional 20 percent ownership interest in BANGL, LLC for $210 million cash, increasing total ownership interest to 45 percent.

BANGL is a natural gas liquids pipeline system connecting the Delaware and Midland basins to the fractionation market in the Gulf Coast and export markets.

The combined platform connects Permian supply to incremental LNG export markets and supports the development of additional pipeline projects.

As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent.

MPLX recognized a gain of $151 million at closing and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest.

Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin.

Share Repurchase Authorization

On November 5, 2024, we announced that our board of directors approved a $5.0 billion share repurchase authorization that is in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024.

Future repurchases under these authorizations will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions.

In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment.

Prior period segment information has been recast for comparability.

| Garyville incident response costs | | | — | | | | | | (16) | | |

As a result, MPLX made distributions totaling $972 million to its common unitholders.

| Income from continuing operations before income taxes | | | | | | 5,957 | | | | | | 13,989 | | | | | | (8,032) | | | | | | 20,469 | | | | | | (6,480) | | |

| Income from continuing operations, net of tax | | | | | | 5,067 | | | | | | 11,172 | | | | | | (6,105) | | | | | | 15,978 | | | | | | (4,806) | | |

| Income from discontinued operations, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | 72 | | | | | | (72) | | |

Net income attributable to MPC decreased $6.24 billion in 2024 compared to 2023, primarily due to lower Refining & Marketing margins, partially offset by a decreased provision for income taxes.

- decreased net gains on disposal of assets of $189 million mainly due to the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in MarkWest Torñado GP, L.L.C. (“Torñado”), arising from the acquisition of the remaining 40 percent interest in 2023; and

2023 Compared to 2022

Net income attributable to MPC decreased $4.84 billion in 2023 compared to 2022 primarily due to lower Refining & Marketing margins and net gain on the disposal of assets.

- increased income from equity method investments of $87 million largely due to increased income from Midstream equity affiliates, partially offset by decreased income from our Martinez Renewables joint venture;

- decreased net gains on disposal of assets of $844 million mainly due to gains of $549 million on the formation of the Martinez Renewables joint venture and $509 million on a lease reclassification in 2022, partially offset by the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in Torñado, arising from the acquisition of the remaining 40 percent interest in 2023; and

- increased depreciation and amortization of $92 million mainly due to assets placed in service;

- increased selling, general and administrative expenses of $267 million primarily due to increased employee compensation and related expenses, contract services and software maintenance costs; and

- increased other taxes of $56 million largely due to the reinstated Petroleum Superfund Tax, which was effective January 1, 2023.

We capitalized interest of $60 million in 2023 and $104 million in 2022.

Net income attributable to noncontrolling interests decreased $49 million mainly due to MPLX’s redemption of its outstanding Series B preferred units on February 15, 2023.

| Refining & Marketing margin, excluding LIFO inventory credit/charge per barrel(a)(b) | | | | | | $ | 15.91 | | | | | $ | 23.15 | | | | | $ | 28.04 | |

| LIFO inventory credit (charge) per barrel | | | | | | 0.10 | | | | | | (0.15) | | | | | | 0.14 | | |

| *Less:* | | | | | | | | | | | | | | | | | | | | |

| LIFO inventory (credit) charge per barrel | | | | | | (0.10) | | | | | | 0.15 | | | | | | (0.14) | | |

As of December 31, [removed: 2024,] [added: 2025,] we did not have any financial derivative instruments to hedge the risks related to interest rate or foreign currency exchange rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.

The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

| *(Millions of dollars)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Realized [removed: gain (loss)] [added: loss] on settled derivative positions | | | | | | $ | [removed: (94)] [added: (52)] | | | | | $ | [removed: 8] [added: (94)] | |

| Unrealized gain [removed: (loss)] on open net derivative positions | | | | | | [removed: 3] [added: 28] | | | | | | [removed: (14)] [added: 3] | | |

| Net loss | | | | | | $ | [removed: (91)] [added: (24)] | | | | | $ | [removed: (6)] [added: (91)] | |

Financial Statements and Supplementary Data – Note 18 for additional information on our open derivative positions at December 31, [removed: 2024.][added: 2025.]

Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, [removed: 2024] [added: 2025] is provided in the following table.

| Crude | | | | | | $ | [removed: 22] [added: (10)] | | | | | $ | [removed: 54] [added: (25)] | | | | | $ | [removed: (22)] [added: 10] | | | | | $ | [removed: (54)] [added: 25] | |

| Refined products | | | | | | [removed: (29)] [added: (13)] | | | | | | [removed: (72)] [added: (33)] | | | | | | [removed: 29] [added: 13] | | | | | | [removed: 72] [added: 33] | | |

| Blending products | | | | | | [removed: (2)] [added: (1)] | | | | | | [removed: (5)] [added: (3)] | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 5] [added: 3] | | |

| Soybean oil | | | | | | [removed: (8)] [added: (4)] | | | | | | [removed: (19)] [added: (10)] | | | | | | [removed: 8] [added: 4] | | | | | | [removed: 19] [added: 10] | | |

Changes to the portfolio after December 31, [removed: 2024] [added: 2025] would cause future IFO effects to differ from those presented above.

Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, [removed: 2024] [added: 2025] is provided in the following table.

[removed: The fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and, in addition to] short-term investments which are recorded at fair value, are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments.

| *(Millions of dollars)* | | | | | | Fair Value(a) | | | | | | Change in Fair Value(b) | | | | | | Change in Net Income for the Year ended December 31, [removed: 2024(c)] [added: 2025(c)] | | |

(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, [removed: 2024.][added: 2025.]

The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, [removed: 2024.][added: 2025.]

We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in [removed: 2024.][added: 2025.]

Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair [added: value at the reporting date.]

| As of December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

The fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and, in addition to

| Fixed-rate | | | | | | $ | 31,331 | | | | | $ | 2,494 | | | | | n/a | | |

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| As of December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed-rate | | | | | | $ | 25,133 | | | | | $ | 1,885 | | | | | n/a | | |

value at the reporting date.

MPC has [removed: more than 135] [added: nearly 140] years of history in the energy business, and is a leading, integrated, downstream [added: and midstream] energy company.

- Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, [added: treats,] processes and transports natural gas; and transports, fractionates, stores and markets NGLs.

As of December 31, [removed: 2024,] [added: 2025,] we owned the general partner of MPLX and approximately 64 percent of the outstanding MPLX common units.

We currently own and operate refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of [removed: 2,963] [added: 2,986] mbpcd.

During [removed: 2023,] [added: 2025,] our refineries processed [removed: 2,677] [added: 2,787] mbpd of crude oil and [removed: 226] [added: 202] mbpd of other charge and blendstocks.

Gulf Coast Region [removed: (1,237] [added: (1,248] mbpcd)

Following the completion of the [removed: STAR] [added: South Texas Asset Repositioning (“STAR”)] project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.

Approximately [removed: 47] [added: 49] percent of the power generated in [removed: 2024] [added: 2025] was used at the refinery, with the remaining electricity being sold into the electricity grid.

Garyville, Louisiana Refinery [removed: (606] [added: (617] mbpcd)

Mid-Continent Region [removed: (1,174] [added: (1,186] mbpcd)

Catlettsburg, Kentucky Refinery [removed: (300] [added: (307] mbpcd)

Detroit, Michigan Refinery [removed: (144] [added: (146] mbpcd)

The St. Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, [added: propane,] NGLs and [removed: petrochemicals, propane] [added: petrochemicals] and heavy fuel oil.

Mandan, North Dakota Refinery [removed: (71] [added: (72] mbpcd)

The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, [added: propane,] heavy fuel [removed: oil, propane] [added: oil] and NGLs and petrochemicals.

Salt Lake City, Utah Refinery [removed: (68] [added: (70] mbpcd)

The Los Angeles refinery processes heavy crude oil from California’s San Joaquin Valley and Los Angeles Basin, as well as crude oils from the Alaska North Slope, South America, West Africa and other international sources, into CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, NGLs and petrochemicals, [removed: propane and] heavy fuel [removed: oil.][added: oil and propane.]

The Kenai refinery processes mainly Alaska domestic crude oil, domestic crude oil from North Dakota, along with limited international crude oil into distillates, gasoline, heavy fuel oil, asphalt, [removed: NGLs] [added: propane] and [removed: petrochemicals] [added: NGLs] and [removed: propane.][added: petrochemicals.]

| (*mbpd*) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Gasoline | | | | | | [removed: 1,490] [added: 1,499] | | | | | | [removed: 1,526] [added: 1,490] | | | | | | [removed: 1,494] [added: 1,526] | | |

| Distillates | | | | | | [removed: 1,070] [added: 1,093] | | | | | | [removed: 1,037] [added: 1,070] | | | | | | [removed: 1,068] [added: 1,037] | | |

| Propane | | | | | | 67 | | | | | | [removed: 66] [added: 67] | | | | | | [removed: 70] [added: 66] | | |

| NGLs and petrochemicals | | | | | | [removed: 192] [added: 195] | | | | | | [removed: 182] [added: 192] | | | | | | [removed: 178] [added: 182] | | |

| Heavy fuel oil | | | | | | [removed: 59] [added: 90] | | | | | | [removed: 52] [added: 59] | | | | | | [removed: 73] [added: 52] | | |

| Asphalt | | | | | | [removed: 81] [added: 79] | | | | | | [removed: 80] [added: 81] | | | | | | [removed: 89] [added: 80] | | |

| Total | | | | | | [removed: 2,959] [added: 3,023] | | | | | | [removed: 2,943] [added: 2,959] | | | | | | [removed: 2,972] [added: 2,943] | | |

| United States | | | | | | [removed: 1,840] [added: 1,966] | | | | | | [removed: 1,782] [added: 1,840] | | | | | | [removed: 1,895] [added: 1,782] | | |

| Canada | | | | | | [removed: 604] [added: 599] | | | | | | [removed: 597] [added: 604] | | | | | | [removed: 539] [added: 597] | | |

| Other international | | | | | | [removed: 270] [added: 222] | | | | | | [removed: 298] [added: 270] | | | | | | [removed: 327] [added: 298] | | |

| Total | | | | | | [removed: 2,714] [added: 2,787] | | | | | | [removed: 2,677] [added: 2,714] | | | | | | [removed: 2,761] [added: 2,677] | | |

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 7,738] [added: 7,882] brand jobber outlets in [removed: 39] [added: 40] states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.

We also have long-term supply contracts for [removed: 1,161] [added: 1,162] direct dealer locations primarily in Southern California, largely under the ARCO® brand.

| (*mbpd*) | | | [removed: 2024(a)] | | | [added: 2025] | | | [removed: 2023(a)] | | | [added: 2024] | | | [removed: 2022(a)] | | | [added: 2023 | | |]

| Gasoline | | | [removed: 1,922] [added: 1,980] | | | | | | [removed: 1,933] [added: 1,922] | | | | | | [removed: 1,870] [added: 1,933] | | |

| Distillates | | | [removed: 1,187] [added: 1,237] | | | | | | [removed: 1,128] [added: 1,187] | | | | | | [removed: 1,160] [added: 1,128] | | |

| NGLs and petrochemicals | | | [removed: 231] [added: 232] | | | | | | [removed: 220] [added: 231] | | | | | | 220 | | |

| Asphalt | | | [removed: 82] [added: 78] | | | | | | 82 | | | | | | [removed: 89] [added: 82] | | |

| Propane | | | [removed: 104] [added: 97] | | | | | | [removed: 90] [added: 104] | | | | | | [removed: 93] [added: 90] | | |

| Heavy fuel oil | | | [removed: 59] [added: 94] | | | | | | [removed: 57] [added: 59] | | | | | | [removed: 66] [added: 57] | | |

| Total | | | [removed: 3,585] [added: 3,718] | | | | | | [removed: 3,510] [added: 3,585] | | | | | | [removed: 3,498] [added: 3,510] | | |

| (*mbpd*) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Asphalt, NGLs and other | | | 92 | | | | | | 87 | | | | | | 88 | | |

| Total | | | 401 | | | | | | 402 | | | | | | 363 | | |

The produced renewable diesel generates federal RINs, 45Z tax credits and LCFS credits when sold in California or similar markets.

These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a petroleum fuel producer.

changes in competitive conditions in the markets we serve.

As the emission reduction goals of the program increase, the compliance costs for California refineries may significantly disadvantage in-state refineries as compared to out-of-state refineries depending on multiple factors including the number of allowances granted to in-state refineries.

atmosphere.

In 2025, the EPA extended the compliance deadlines for several provisions in the rule.

The final rule is under appeal, and on November 24, 2025, the EPA filed a motion indicating the rule had been issued in error and asked the court to vacate the rule.

To comply with Rule 1109.1, the Los Angeles Refinery has established a facility mass emission cap, which is being phased in through 2032.

To date, the refinery has completed Phase 1 and Phase 2, which has resulted in the refinery achieving over 80 percent of the required NOx emissions reductions.

The remaining 20 percent of NOx reductions required under Phase 3 must be completed by 2032.

The rule has been challenged in court.

In December 2025, NHTSA proposed to amend the fuel economy standards for light-duty vehicles for model years (“MYs") 2022–2026 and MYs 2027–2031.

In its proposal, NHTSA stated that it could not consider battery-powered electric vehicles (“EVs”) when setting the revised standards.

NHTSA predicts that the revised standards equate to an industry fleetwide average of roughly 34.5 miles per gallon (“mpg”) for MY 2031.

In 2009, the EPA determined the GHG emissions from motor vehicles contributed to the greenhouse gas pollution that threatens public health and welfare (“Endangerment Finding”).

As a result, the EPA began setting GHG emission standards for vehicles,

In February 2026, the EPA rescinded the Endangerment Finding and revoked all existing GHG emission standards for vehicles.

The EPA will continue to regulate traditional air pollutants from motor vehicles.

The EPA’s rescission of the Endangerment Finding and elimination of the GHG Emission standards has been challenged in court.

Congress, however, disapproved the EPA’s waiver through the Congressional Review Act process, which means the waiver is no longer valid and California cannot enforce its Advanced Clean Cars II program.

California has challenged Congress’s disapproval in court.

The EPA is also considering reallocation of small refinery exempted volumes to the non-exempt refineries.

For example, California has implemented a low carbon fuel standard program that requires a reduction in the carbon intensity of liquid fuel sold for use in the state over time.

Additionally, three non-governmental organizations have filed a lawsuit asking the court to order the EPA to issue a rule under TSCA that would mitigate, or potentially ban, the use of hydrofluoric acid at petroleum refineries.

The Western States Petroleum Association has moved to intervene in the lawsuit.

MPC also provides job architecture with defined skills and competencies, along with tools and people processes to identify skill gaps and support career development to help our employees grow.

and ownership of results.

Our approach is grounded in our belief that a workplace where employees feel respected, supported and empowered to contribute their best leads to better performance and safer operations.

By embedding inclusion and opportunity into the way we work, we strengthen collaboration, fuel innovation and position MPC for long-term success.

Our employee networks demonstrate this by offering voluntary opportunities for employees to connect with others.

Any employee may choose to join any of the seven groups - ADAPT, ARISE, FAMILIA, HONOR, HOPE, PRIDE, and PROMISE.

| Julian R. Stoll | | | | | | 57 | | | | | | Senior Vice President Value Chain Optimization | | |

* Executive officer.

Officers not so designated are corporate officers.

She was elected Chairman of the Board effective January 2026, having served as a member of the Board since August 2024.

a member of The Business Council.

She also serves as secretary of the Cynthia Woods Mitchell Pavilion board of directors and is a member of its executive and finance committees.

In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities and assets historically reported in the Refining & Marketing segment.

Prior period segment information has been recast for comparability.

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| Other | | | 55 | | | | | | 64 | | | | | | 52 | | |

| Total | | | 370 | | | | | | 339 | | | | | | 315 | | |

agricultural and fuel-blending industries.

We hold a 49.9 percent ownership interest in ethanol production facilities in Albion, Michigan; Logansport, Indiana; Greenville, Ohio and Denison, Iowa.

These plants have a combined ethanol production capacity of approximately 405 million gallons per year and are managed by our joint venture partner, The Andersons, Inc. (“The Andersons”).

feedstocks for processing and in the distribution and marketing of renewable diesel and renewable naphtha, primarily on the West Coast.

Currently, legislative and regulatory measures to address GHG emissions are in various phases of review, discussion or implementation.

Reductions in GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install

new emission controls at our facilities, (iii) capture the emissions from our facilities and (iv) administer and manage any GHG emissions programs, including acquiring emission credits or allotments.

Congress has from time to time considered legislation to regulate GHG emissions, and it is possible that such legislation could be enacted in the future.

Much of the compliance costs associated with the California program are ultimately passed on to the consumer in the form of higher fuel costs.

On December 2, 2023, EPA issued its final rule to regulate methane emissions from the Oil and Natural Gas Sector.

These new requirements will replace the Regional Clean Air Incentives Market (“RECLAIM”) cap-and-trade program which has required a staged refinery-wide reduction of NOx emissions over the last several years and will result in additional emission reductions from our Los Angeles Refinery.

OPA-90 also requires the

In addition, EPA establishes carbon dioxide (“CO2”) emission standards for passenger cars and light trucks.

A presidential executive order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles.

Consistent with this order, EPA and NHTSA promulgated separate rules setting more stringent requirements through model year 2026.

NHTSA’s CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026.

EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026.

Subsequently, NHTSA and EPA finalized new rules setting even more stringent requirements for model years 2027-2032.

NHTSA’s standards would require an increase in fuel efficiency of two percent annually.

These NHTSA and EPA regulations have been challenged in court.

In addition, the executive order setting the 50 percent zero emission vehicle goal has since been rescinded.

Higher CAFE and CO2 emission standards for cars and light trucks reduce demand for our transportation fuels.

The EPA reinstated California’s waiver for its Advanced Clean Cars I program, which includes requirements for zero emission vehicle sales through 2025.

In December 2024, EPA granted California’s waiver for its Advanced Clean Cars II program.

Other states have issued, or may issue, zero emission vehicle mandates consistent with California’s programs.

For example, California began implementing its LCFS in January 2011.

In September 2015, the CARB approved the re-adoption of the LCFS, which became effective on January 1, 2016, to address procedural deficiencies in the way the original regulation was adopted.

The LCFS was amended again in 2018 targeting a 20 percent reduction in fuel carbon intensity from a 2010 baseline by 2030.

CARB’s recent amendments to the LCFS, which would increase the carbon intensity reduction from 20 percent to 30 percent by 2030, were disapproved by the California Office of Administrative Law (“OAL”) in February 2025.

The CARB can rewrite and resubmit the amendments for OAL approval.

Our People Strategy is based on three pillars: building a diverse workforce, creating a more inclusive culture, and contributing to our thriving communities.

Our employee networks are fundamental to achieving this goal and connect employees with others who have shared experiences.

These seven groups use a member and ally model to promote inclusion - Asian, Black, Disability, Hispanic, LGBTQ+, Veterans and Women.

| Michael J. Hennigan | | | | | | 65 | | | | | | Executive Chairman | | |

* Corporate officer.

In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka [removed: 22”] [added: 22-inch] line near Edwardsville, Illinois.

In September 2023, the U.S. Department of Justice and [added: the] EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.

We cannot currently estimate the timing of the resolution of this [removed: matter] [added: matter,] but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows.

On December 18, 2023, [added: the] EPA Region 6 issued a Notice of Violation and Opportunity to Confer alleging violations of the National Emission Standard for Benzene Waste Operations at 40 C.F.R. Part 61, Subpart FF (“BWON”) and of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R. Part 60, Subpart QQQ (“NSPS QQQ”) at our Garyville refinery.

On January 10, 2024, [added: the] EPA Region 5 issued a Finding of Violation alleging violations of BWON and NSPS QQQ at our St. Paul Park refinery.

In addition, [added: the] EPA has conducted a compliance inspection at our Anacortes refinery.

In February 2024, [added: the] EPA published an enforcement alert noting its ongoing efforts to evaluate petroleum refineries’ compliance with BWON and NSPS QQQ.

See “Climate Change Litigation,” “Tesoro High Plains Pipeline,” and “Dakota Access Pipeline” of Note 27 in Item 8.

Financial Statements and Supplementary Data for additional information regarding Legal Proceedings and other regulatory matters.

ENVIRONMENTAL ENFORCEMENT MATTERS

On August 4, 2025, the Washington Department of Ecology (“Washington DOE”) commenced an enforcement action against Tesoro Refining & Marketing Company LLC, a subsidiary of the Company, for allegedly violating provisions of the Washington Hazardous Waste Management Act and associated regulations.

We are finalizing resolution of this matter with the Washington DOE and do not believe the final resolution will have a material impact on our consolidated results of operations, financial position or cash flows.

On August 29, 2025, MPLX acquired Northwind Delaware Holdings LLC (“Northwind Midstream”), including its subsidiary Northwind Midstream Partners LLC, which owns and operates a sour gas treating facility in Lea County, New Mexico.

We have disclosed to the New Mexico Environment Department (“NMED”) excess air emissions from the facility flares.

We initiated discussions with NMED to resolve this matter and have entered into a new owner audit agreement with NMED as result of those discussions.

We do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows.

Climate Change Litigation

Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC.

Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to

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increased demand and worsened climate change.

Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes.

Similar lawsuits may be filed in other jurisdictions.

The names of the courts in which the proceedings are pending and the dates instituted are as follows:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plaintiff | | | | | | Date Instituted | | | | | | Name of Court(s) where pending | | |

| State of Rhode Island | | | | | | July 2, 2018 | | | | | | Superior Court of Providence County | | |

| Mayor and City Council of Baltimore, Maryland | | | | | | July 20, 2018 | | | | | | Circuit Court of Baltimore County; The Appellate Court of Maryland | | |

| City and County of Honolulu, Hawaii | | | | | | March 9, 2020 | | | | | | Circuit Court of the First Circuit (State of Hawaii) | | |

| City of Charleston, South Carolina | | | | | | September 9, 2020 | | | | | | Court of Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit | | |

| State of Delaware | | | | | | September 10, 2020 | | | | | | Superior Court of Hudson County | | |

| County of Maui, Hawaii | | | | | | October 12, 2020 | | | | | | Circuit Court of the Second Circuit (State of Hawaii) | | |

| City of Annapolis, Maryland | | | | | | February 22, 2021 | | | | | | Maryland Circuit Court, Anne Arundel County | | |

| Anne Arundel County, Maryland | | | | | | April 26, 2021 | | | | | | Maryland Circuit Court, Anne Arundel County | | |

| County of Multnomah, Oregon | | | | | | June 22, 2023 | | | | | | Circuit Court for the State of Oregon | | |

Dakota Access Pipeline

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) which owns and operates the Bakken Pipeline system.

In 2020, the U.S. District Court for the District of Columbia (“D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota.

The D.D.C. later vacated the easement going forward.

The Army Corps issued a draft EIS in September 2023 detailing various options for the easement, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes.

The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies.

The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS.

According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.

MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.

The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.

If the vacatur of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.

MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation.

If the vacatur of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.

As of December 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.

Tesoro High Plains Pipeline

In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota.

The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million.

After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue.

In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order.

In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months [added: (or for such shorter period that the registrant was required to file such reports),] and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, [added: an] accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of common stock held by non-affiliates was approximately [removed: $59.0] [added: $50.6] billion, based on the closing price of the registrant’s common stock on the New York Stock Exchange on June [removed: 28, 2024,] [added: 30, 2025,] the last trading day of the registrant’s most recently completed second fiscal quarter.

There were [removed: 312,575,833] [added: 294,740,164] shares of Marathon Petroleum Corporation common stock outstanding as of February [removed: 21, 2025.][added: 20, 2026.]

Portions of the registrant’s proxy statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-14 of this Report.

| Item 1. | | | [removed: [Business](#i2d76ef0e09c34cd785d4626a5126e3d7_19)] [added: [Business](#i87eb6c0775844500ad143bb85917cc9f_19)] | | | [removed: [4](#i2d76ef0e09c34cd785d4626a5126e3d7_19)] [added: [4](#i87eb6c0775844500ad143bb85917cc9f_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2d76ef0e09c34cd785d4626a5126e3d7_49)] [added: Factors](#i87eb6c0775844500ad143bb85917cc9f_49)] | | | [removed: [18](#i2d76ef0e09c34cd785d4626a5126e3d7_49)] [added: [18](#i87eb6c0775844500ad143bb85917cc9f_49)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2d76ef0e09c34cd785d4626a5126e3d7_52)] [added: Comments](#i87eb6c0775844500ad143bb85917cc9f_52)] | | | [removed: [31](#i2d76ef0e09c34cd785d4626a5126e3d7_52)] [added: [31](#i87eb6c0775844500ad143bb85917cc9f_52)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2d76ef0e09c34cd785d4626a5126e3d7_55)] [added: [Cybersecurity](#i87eb6c0775844500ad143bb85917cc9f_55)] | | | [removed: [31](#i2d76ef0e09c34cd785d4626a5126e3d7_55)] [added: [31](#i87eb6c0775844500ad143bb85917cc9f_55)] | | |

| Item 2. | | | [removed: [Properties](#i2d76ef0e09c34cd785d4626a5126e3d7_58)] [added: [Properties](#i87eb6c0775844500ad143bb85917cc9f_58)] | | | [removed: [33](#i2d76ef0e09c34cd785d4626a5126e3d7_58)] [added: [33](#i87eb6c0775844500ad143bb85917cc9f_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2d76ef0e09c34cd785d4626a5126e3d7_73)] [added: Proceedings](#i87eb6c0775844500ad143bb85917cc9f_73)] | | | [removed: [40](#i2d76ef0e09c34cd785d4626a5126e3d7_73)] [added: [40](#i87eb6c0775844500ad143bb85917cc9f_73)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2d76ef0e09c34cd785d4626a5126e3d7_76)] [added: Disclosures](#i87eb6c0775844500ad143bb85917cc9f_76)] | | | [removed: [42](#i2d76ef0e09c34cd785d4626a5126e3d7_76)] [added: [41](#i87eb6c0775844500ad143bb85917cc9f_76)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [43](#i2d76ef0e09c34cd785d4626a5126e3d7_82)] [added: [42](#i87eb6c0775844500ad143bb85917cc9f_82)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2d76ef0e09c34cd785d4626a5126e3d7_88)] [added: Operations](#i87eb6c0775844500ad143bb85917cc9f_88)] | | | [removed: [44](#i2d76ef0e09c34cd785d4626a5126e3d7_88)] [added: [43](#i87eb6c0775844500ad143bb85917cc9f_88)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i2d76ef0e09c34cd785d4626a5126e3d7_139)] [added: Risk](#i87eb6c0775844500ad143bb85917cc9f_139)] | | | [removed: [71](#i2d76ef0e09c34cd785d4626a5126e3d7_139)] [added: [70](#i87eb6c0775844500ad143bb85917cc9f_139)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2d76ef0e09c34cd785d4626a5126e3d7_142)] [added: Data](#i87eb6c0775844500ad143bb85917cc9f_142)] | | | [removed: [75](#i2d76ef0e09c34cd785d4626a5126e3d7_142)] [added: [73](#i87eb6c0775844500ad143bb85917cc9f_142)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2d76ef0e09c34cd785d4626a5126e3d7_256)] [added: Disclosure](#i87eb6c0775844500ad143bb85917cc9f_259)] | | | [removed: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_256)] [added: [128](#i87eb6c0775844500ad143bb85917cc9f_259)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2d76ef0e09c34cd785d4626a5126e3d7_259)] [added: Procedures](#i87eb6c0775844500ad143bb85917cc9f_262)] | | | [removed: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_259)] [added: [128](#i87eb6c0775844500ad143bb85917cc9f_262)] | | |

| Item 9B. | | | [Other [removed: Information](#i2d76ef0e09c34cd785d4626a5126e3d7_262)] [added: Information](#i87eb6c0775844500ad143bb85917cc9f_265)] | | | [removed: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_262)] [added: [128](#i87eb6c0775844500ad143bb85917cc9f_265)] | | |

| Item 9C. | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2d76ef0e09c34cd785d4626a5126e3d7_265)] [added: Inspections](#i87eb6c0775844500ad143bb85917cc9f_268)] | | | [removed: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_265)] [added: [129](#i87eb6c0775844500ad143bb85917cc9f_268)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2d76ef0e09c34cd785d4626a5126e3d7_271)] [added: Governance](#i87eb6c0775844500ad143bb85917cc9f_274)] | | | [removed: [130](#i2d76ef0e09c34cd785d4626a5126e3d7_271)] [added: [130](#i87eb6c0775844500ad143bb85917cc9f_274)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2d76ef0e09c34cd785d4626a5126e3d7_274)] [added: Compensation](#i87eb6c0775844500ad143bb85917cc9f_277)] | | | [removed: [130](#i2d76ef0e09c34cd785d4626a5126e3d7_274)] [added: [130](#i87eb6c0775844500ad143bb85917cc9f_277)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d76ef0e09c34cd785d4626a5126e3d7_277)] [added: Matters](#i87eb6c0775844500ad143bb85917cc9f_280)] | | | [removed: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_277)] [added: [131](#i87eb6c0775844500ad143bb85917cc9f_280)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d76ef0e09c34cd785d4626a5126e3d7_280)] [added: Independence](#i87eb6c0775844500ad143bb85917cc9f_283)] | | | [removed: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_280)] [added: [131](#i87eb6c0775844500ad143bb85917cc9f_283)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i2d76ef0e09c34cd785d4626a5126e3d7_283)] [added: Services](#i87eb6c0775844500ad143bb85917cc9f_286)] | | | [removed: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_283)] [added: [131](#i87eb6c0775844500ad143bb85917cc9f_286)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2d76ef0e09c34cd785d4626a5126e3d7_289)] [added: Schedules](#i87eb6c0775844500ad143bb85917cc9f_292)] | | | [removed: [132](#i2d76ef0e09c34cd785d4626a5126e3d7_289)] [added: [132](#i87eb6c0775844500ad143bb85917cc9f_292)] | | |

| [removed: NGLs] [added: NGL] | | | Natural gas liquids, such as ethane, [removed: propane,] butanes and natural gasoline | | |

| [removed: RFS2] [added: RFS] | | | [removed: Revised] Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007 | | |

You can identify forward-looking statements by words such as [added: “advance,”] “anticipate,” “believe,” “commitment,” [added: “continue,”] “could,” “design,” [added: “drive,” “endeavor,”] “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” [added: “progress,”] “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” [added: “strive,” “support,”] “target,” [added: “trends,”] “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

- general economic, political or regulatory developments, including [removed: inflation,] tariffs, [added: inflation,] interest rates, [added: governmental shutdowns,] changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable [removed: fuels] [added: fuels,] or [removed: taxation;][added: taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;]

- volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and in Ukraine, [removed: inflation] [added: tariffs, inflation,] or rising interest rates;

- our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG [removed: goals] [added: plans] and [removed: targets] [added: goals] within the expected timeframe, if at all;

- the imposition of windfall profit taxes, maximum margin [removed: penalties or] [added: penalties,] minimum inventory requirements [added: or refinery maintenance and turnaround supply plans] on companies operating in the energy industry in California or other jurisdictions; and

| [PART I](#i87eb6c0775844500ad143bb85917cc9f_16) | | | | | | | | |

| [PART II](#i87eb6c0775844500ad143bb85917cc9f_79) | | | | | | | | |

| [PART III](#i87eb6c0775844500ad143bb85917cc9f_271) | | | | | | | | |

| [PART IV](#i87eb6c0775844500ad143bb85917cc9f_289) | | | | | | | | |

| | | | [Signatures](#i87eb6c0775844500ad143bb85917cc9f_295) | | | [137](#i87eb6c0775844500ad143bb85917cc9f_295) | | |

| JV | | | Joint Venture | | |

| SRE | | | Small Refinery Exemption credit under the Renewable Fuel Standard program | | |

- the ability to realize expected returns or other benefits on anticipated or ongoing projects or planned or recently completed acquisitions or other transactions, including the recently completed acquisitions of Northwind Delaware Holdings LLC (the “Northwind Midstream Acquisition”) and BANGL, LLC (the “BANGL Acquisition”);

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| [PART I](#i2d76ef0e09c34cd785d4626a5126e3d7_16) | | | | | | | | |

| [PART II](#i2d76ef0e09c34cd785d4626a5126e3d7_79) | | | | | | | | |

| [PART III](#i2d76ef0e09c34cd785d4626a5126e3d7_268) | | | | | | | | |

| [PART IV](#i2d76ef0e09c34cd785d4626a5126e3d7_286) | | | | | | | | |

| | | | [Signatures](#i2d76ef0e09c34cd785d4626a5126e3d7_292) | | | [137](#i2d76ef0e09c34cd785d4626a5126e3d7_292) | | |

| STAR | | | South Texas Asset Repositioning | | |

We have processes in place designed to protect our information systems, data, assets, [removed: infrastructure] [added: infrastructure,] and computing environments from cybersecurity threats and risks while maintaining confidentiality, integrity, and availability.

These enterprise-wide processes are based upon policies, [removed: practices] [added: practices,] and standards that guide us on identifying, assessing, and managing material [removed: cybersecurity] risks [added: from cybersecurity threats] and include, but are not limited to:

Our management team, through consultation with our Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”), and the Audit Committee of our Board, use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify cybersecurity threats and protect against, detect, respond [removed: to] [added: to,] and recover from cybersecurity incidents.

As of February [removed: 27, 2025,] [added: 26, 2026,] we do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business strategy, results of [removed: operations] [added: operations,] or financial condition.

Our full Board of Directors oversees enterprise-level risks and [removed: has delegated to] [added: in conjunction with] the Audit Committee of our Board [removed: oversight of] [added: oversees] risks from cybersecurity threats as informed through the ERM program.

The CDO and CISO are responsible for [added: assessing and] managing risks from cybersecurity threats.

[removed: The CDO and CISO provide] regular cybersecurity briefings to the Board of Directors including the Audit Committee, with a minimum of two briefings per year and additional briefings as needed.

Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, [removed: strategy,] [added: strategy] and threats.

Our CISO has more than 30 years of experience in the oil and gas industry and has held various leadership and strategic roles [removed: across IT, software R&D] [added: related to information security] and [removed: marketing,] [added: related technology,] including collectively serving as a chief information security officer for seven years at two publicly traded companies.

Our CISO also holds an Executive Master in Cybersecurity [removed: degree,] [added: degree and] a Master of Computer Science [removed: degree, and undergraduate degrees in both computer science and mathematics.][added: degree.]

The CDO and CISO provide

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, [removed: 2024.][added: 2025.]

| Garyville, Louisiana | | | | | | [removed: 606] [added: 617] | | |

| Subtotal Gulf Coast region | | | | | | [removed: 1,237] [added: 1,248] | | |

| Catlettsburg, Kentucky | | | | | | [removed: 300] [added: 307] | | |

| Detroit, Michigan | | | | | | [removed: 144] [added: 146] | | |

| Mandan, North Dakota | | | | | | [removed: 71] [added: 72] | | |

| Salt Lake City, Utah | | | | | | [removed: 68] [added: 70] | | |

| Subtotal Mid-Continent region | | | | | | [removed: 1,174] [added: 1,186] | | |

The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels mainly under the Marathon and ARCO brands as well as Shell, Mobil, Tesoro and other brands, as of December 31, [removed: 2024.][added: 2025.]

| Alaska | | | | | | [removed: 77] [added: 54] | | |

| Arizona | | | | | | [removed: 74] [added: 88] | | |

| Iowa | | | | | | [removed: 9] [added: 15] | | |

| Louisiana | | | | | | [removed: 76] [added: 82] | | |

| Maryland | | | | | | [removed: 66] [added: 67] | | |

| Missouri | | | | | | [removed: 8] [added: 12] | | |

| New Mexico | | | | | | [removed: 40] [added: 45] | | |

| New York | | | | | | [removed: 68] [added: 61] | | |

| North Carolina | | | | | | [removed: 238] [added: 286] | | |

| North Dakota | | | | | | [removed: 120] [added: 126] | | |

| Oregon | | | | | | [removed: 62] [added: 59] | | |

| Pennsylvania | | | | | | [removed: 84] [added: 97] | | |

| South Carolina | | | | | | [removed: 109] [added: 114] | | |

| Utah | | | | | | [removed: 104] [added: 93] | | |

| Washington | | | | | | [removed: 115] [added: 96] | | |

| West Virginia | | | | | | [removed: 120] [added: 155] | | |

| Wisconsin | | | | | | [removed: 57] [added: 72] | | |

| Wyoming | | | | | | [removed: 4] [added: 3] | | |

The following table sets forth the number of direct dealer locations by state as of December 31, [removed: 2024.][added: 2025.]

| Arizona | | | | | | [removed: 68] [added: 69] | | |

| Ohio | | | | | | [removed: 1] [added: 944] | | |

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, [removed: 2024.][added: 2025.]

| Subtotal light products terminals | | | | | | 2 | | | | | | [removed: 536] [added: 576] | | |

| Subtotal asphalt terminals | | | | | | 16 | | | | | | [removed: 4,542] [added: 4,543] | | |

| Total owned and operated terminals | | | | | | 18 | | | | | | [removed: 5,078] [added: 5,119] | | |

The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, [removed: 2024.][added: 2025.]

| Total crude oil pipeline systems(a)(b) | | | | | | | | | 2" - 42" | | | | | | [removed: 5,172] [added: 5,259] | | | | | | Various | | |

| Barge Docks *(mbpd)* | | | | | | | | | | | | | | | | | | | | | [removed: 4,893] [added: 5,104] | | |

| Refining Logistics(d) | | | | | | | | | | | | | | | | | | | | | [removed: 93,017] [added: 93,643] | | |

| Tank Farms | | | | | | | | | | | | | | | | | | | | | [removed: 33,718] [added: 35,456] | | |

(b) Includes approximately [removed: 1,207] [added: 1,168] miles of inactive crude oil pipeline and 197 miles of inactive refined product pipeline.

| Total | | | | | | 2,986 | | |

| Alabama | | | | | | 417 | | |

| California | | | | | | 101 | | |

| Connecticut | | | | | | 1 | | |

| Florida | | | | | | 626 | | |

| Georgia | | | | | | 530 | | |

| Idaho | | | | | | 107 | | |

| Illinois | | | | | | 178 | | |

| Indiana | | | | | | 682 | | |

| Kentucky | | | | | | 531 | | |

| Mexico | | | | | | 283 | | |

| Michigan | | | | | | 710 | | |

| Minnesota | | | | | | 334 | | |

| Mississippi | | | | | | 159 | | |

| Tennessee | | | | | | 401 | | |

| Virginia | | | | | | 262 | | |

| Total | | | | | | 7,882 | | |

| California | | | | | | 974 | | |

| Nevada | | | | | | 117 | | |

| Total | | | | | | 1,162 | | |

| Alaska | | | | | | 1 | | | | | | 242 | | |

| Indiana | | | | | | 1 | | | | | | 122 | | |

| Alaska | | | | | | 3 | | | | | | 1,536 | | |

| Indiana | | | | | | 7 | | | | | | 3,689 | | |

| Kentucky | | | | | | 6 | | | | | | 2,606 | | |

| Ohio | | | | | | 12 | | | | | | 3,132 | | |

| Arizona | | | | | | 3 | | | | | | 558 | | |

| Total | | | | | | 11,200 | | | | | | 9,338 | | | | | | 83 | | % |

(c) The amounts presented above exclude Northwind Delaware Holdings LLC (“Northwind Midstream”) design throughput capacity and treated volumes.

| Total | | | | | | 470 | | | | | | 368 | | | | | | 78 | | % |

(a) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.

| Total | | | | | | 349 | | | | | | 288 | | | | | | 83 | | % |

(a) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.

| Utica Operations | | | | | | 3,923 | | | | | | 2,672 | | | | | | 68 | | % |

| Total | | | | | | 9,430 | | | | | | 6,184 | | | | | | 68 | | % |

(a) Natural gas throughput is the average daily rate based on calendar days, irrespective of days in operation.

| Total | | | | | | | | | | | | 1,401 | | | | | | | | |

(a) Includes the BANGL Pipeline system, which also owns a 50 percent undivided joint interest in a 323 mile NGL pipeline.

| Total | | | | | | 2,963 | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| Alabama | | | | | | 409 | | |

| California | | | | | | 300 | | |

| Florida | | | | | | 619 | | |

| Georgia | | | | | | 460 | | |

| Idaho | | | | | | 104 | | |

| Illinois | | | | | | 177 | | |

| Indiana | | | | | | 666 | | |

| Kentucky | | | | | | 502 | | |

| Mexico | | | | | | 281 | | |

| Michigan | | | | | | 713 | | |

| Minnesota | | | | | | 314 | | |

| Mississippi | | | | | | 146 | | |

| Ohio | | | | | | 901 | | |

| Tennessee | | | | | | 397 | | |

| Virginia | | | | | | 227 | | |

| Total | | | | | | 7,738 | | |

| California | | | | | | 972 | | |

| Nevada | | | | | | 118 | | |

| Total | | | | | | 1,161 | | |

| Alaska | | | | | | 1 | | | | | | 202 | | |

| Indiana | | | | | | 1 | | | | | | 121 | | |

| Alaska | | | | | | 3 | | | | | | 1,540 | | |

| Indiana | | | | | | 7 | | | | | | 3,770 | | |

| Kentucky | | | | | | 6 | | | | | | 2,587 | | |

| Ohio | | | | | | 12 | | | | | | 3,144 | | |

| Arizona | | | | | | 3 | | | | | | 552 | | |

| Rockies Operations | | | | | | 1,177 | | | | | | 616 | | | | | | 52 | | % |

| Total | | | | | | 12,377 | | | | | | 9,663 | | | | | | 79 | | % |

| Rockies Operations | | | | | | 5 | | | | | | 5 | | | | | | 100 | | % |

| Total | | | | | | 475 | | | | | | 373 | | | | | | 78 | | % |

(a) NGL throughput is a weighted average for days in operation.

| Rockies Operations | | | | | | 5 | | | | | | — | | | | | | — | | % |

| Total | | | | | | 354 | | | | | | 281 | | | | | | 80 | | % |

| Utica Operations | | | | | | 3,903 | | | | | | 2,544 | | | | | | 68 | | % |

| Rockies Operations(b) | | | | | | 1,299 | | | | | | 633 | | | | | | 49 | | % |

| Total | | | | | | 10,243 | | | | | | 6,579 | | | | | | 66 | | % |

(b) Includes 47 MMcf/d of volumes gathered for third parties by MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”).

Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with MPLX owned Rockies region gathering systems.

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February [removed: 21, 2025,] [added: 20, 2026,] there were approximately [removed: 23,386] [added: 22,111] registered holders of our common stock.

The following table sets forth a summary of our purchases during the quarter ended December 31, [removed: 2024,] [added: 2025,] of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

The weighted average price does not include any excise tax [added: incurred] on [added: the] share repurchases.

The maximum dollar value remaining has not been reduced by the amount of any excise [removed: tax.][added: tax incurred on the share repurchases.]

| 10/1/2025-10/31/2025 | | | | | | 539,086 | | | | | | $ | 185.75 | | | | | 539,086 | | | | | | $ | 5,281 | |

| 11/1/2025-11/30/2025 | | | | | | 2,078,982 | | | | | | 194.34 | | | | | | 2,078,982 | | | | | | 4,877 | | |

| 12/1/2025-12/31/2025 | | | | | | 2,622,197 | | | | | | 189.14 | | | | | | 2,622,197 | | | | | | 4,381 | | |

| Total | | | | | | 5,240,265 | | | | | | 190.86 | | | | | | 5,240,265 | | | | | | | | |

| 10/1/2024-10/31/2024 | | | | | | 3,099,330 | | | | | | $ | 161.38 | | | | | 3,099,330 | | | | | | $ | 3,541 | |

| 11/1/2024-11/30/2024 | | | | | | 1,257,914 | | | | | | 157.45 | | | | | | 1,257,914 | | | | | | 8,343 | | |

| 12/1/2024-12/31/2024 | | | | | | 4,145,124 | | | | | | 142.75 | | | | | | 4,145,124 | | | | | | 7,752 | | |

| Total | | | | | | 8,502,368 | | | | | | 151.71 | | | | | | 8,502,368 | | | | | | | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| [Management’s Responsibilities for Financial [removed: Statements](#i2d76ef0e09c34cd785d4626a5126e3d7_145)] [added: Statements](#i87eb6c0775844500ad143bb85917cc9f_145)] | | | | | | [removed: [76](#i2d76ef0e09c34cd785d4626a5126e3d7_145)] [added: [74](#i87eb6c0775844500ad143bb85917cc9f_145)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i2d76ef0e09c34cd785d4626a5126e3d7_151)] [added: Firm](#i87eb6c0775844500ad143bb85917cc9f_151)] | | | (PCAOB ID 238) | | | [removed: [77](#i2d76ef0e09c34cd785d4626a5126e3d7_151)] [added: [75](#i87eb6c0775844500ad143bb85917cc9f_151)] | | |

| [Consolidated Statements of [removed: Income](#i2d76ef0e09c34cd785d4626a5126e3d7_157)] [added: Income](#i87eb6c0775844500ad143bb85917cc9f_157)] | | | | | | [removed: [79](#i2d76ef0e09c34cd785d4626a5126e3d7_157)] [added: [77](#i87eb6c0775844500ad143bb85917cc9f_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i2d76ef0e09c34cd785d4626a5126e3d7_160)] [added: Income](#i87eb6c0775844500ad143bb85917cc9f_160)] | | | | | | [removed: [80](#i2d76ef0e09c34cd785d4626a5126e3d7_160)] [added: [78](#i87eb6c0775844500ad143bb85917cc9f_160)] | | |

| [Consolidated Balance [removed: Sheets](#i2d76ef0e09c34cd785d4626a5126e3d7_163)] [added: Sheets](#i87eb6c0775844500ad143bb85917cc9f_163)] | | | | | | [removed: [81](#i2d76ef0e09c34cd785d4626a5126e3d7_163)] [added: [79](#i87eb6c0775844500ad143bb85917cc9f_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2d76ef0e09c34cd785d4626a5126e3d7_166)] [added: Flows](#i87eb6c0775844500ad143bb85917cc9f_166)] | | | | | | [removed: [82](#i2d76ef0e09c34cd785d4626a5126e3d7_166)] [added: [80](#i87eb6c0775844500ad143bb85917cc9f_166)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i2d76ef0e09c34cd785d4626a5126e3d7_169)] [added: Interest](#i87eb6c0775844500ad143bb85917cc9f_169)] | | | | | | [removed: [84](#i2d76ef0e09c34cd785d4626a5126e3d7_169)] [added: [81](#i87eb6c0775844500ad143bb85917cc9f_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2d76ef0e09c34cd785d4626a5126e3d7_172)] [added: Statements](#i87eb6c0775844500ad143bb85917cc9f_172)] | | | | | | [removed: [85](#i2d76ef0e09c34cd785d4626a5126e3d7_172)] [added: [82](#i87eb6c0775844500ad143bb85917cc9f_172)] | | |

| [1. Description of Business and Basis of [removed: Presentation](#i2d76ef0e09c34cd785d4626a5126e3d7_175)] [added: Presentation](#i87eb6c0775844500ad143bb85917cc9f_175)] | | | | | | [removed: [85](#i2d76ef0e09c34cd785d4626a5126e3d7_175)] [added: [82](#i87eb6c0775844500ad143bb85917cc9f_175)] | | |

| [2. Summary of Principal Accounting [removed: Policies](#i2d76ef0e09c34cd785d4626a5126e3d7_178)] [added: Policies](#i87eb6c0775844500ad143bb85917cc9f_178)] | | | | | | [removed: [85](#i2d76ef0e09c34cd785d4626a5126e3d7_178)] [added: [82](#i87eb6c0775844500ad143bb85917cc9f_178)] | | |

| [removed: [5.] [added: [4.] Master Limited [removed: Partnership](#i2d76ef0e09c34cd785d4626a5126e3d7_187)] [added: Partnership](#i87eb6c0775844500ad143bb85917cc9f_184)] | | | | | | [removed: [91](#i2d76ef0e09c34cd785d4626a5126e3d7_187)] [added: [87](#i87eb6c0775844500ad143bb85917cc9f_184)] | | |

| [6. Variable Interest [removed: Entities](#i2d76ef0e09c34cd785d4626a5126e3d7_190)] [added: Entities](#i87eb6c0775844500ad143bb85917cc9f_190)] | | | | | | [removed: [92](#i2d76ef0e09c34cd785d4626a5126e3d7_190)] [added: [92](#i87eb6c0775844500ad143bb85917cc9f_190)] | | |

| [7. Related Party [removed: Transactions](#i2d76ef0e09c34cd785d4626a5126e3d7_193)] [added: Transactions](#i87eb6c0775844500ad143bb85917cc9f_193)] | | | | | | [removed: [93](#i2d76ef0e09c34cd785d4626a5126e3d7_193)] [added: [94](#i87eb6c0775844500ad143bb85917cc9f_193)] | | |

| [8. Earnings Per [removed: Share](#i2d76ef0e09c34cd785d4626a5126e3d7_196)] [added: Share](#i87eb6c0775844500ad143bb85917cc9f_196)] | | | | | | [removed: [93](#i2d76ef0e09c34cd785d4626a5126e3d7_196)] [added: [94](#i87eb6c0775844500ad143bb85917cc9f_196)] | | |

| [9. [removed: Equity](#i2d76ef0e09c34cd785d4626a5126e3d7_199)] [added: Equity](#i87eb6c0775844500ad143bb85917cc9f_199)] | | | | | | [removed: [94](#i2d76ef0e09c34cd785d4626a5126e3d7_199)] [added: [95](#i87eb6c0775844500ad143bb85917cc9f_199)] | | |

| [10. Segment [removed: Information](#i2d76ef0e09c34cd785d4626a5126e3d7_202)] [added: Information](#i87eb6c0775844500ad143bb85917cc9f_202)] | | | | | | [removed: [95](#i2d76ef0e09c34cd785d4626a5126e3d7_202)] [added: [95](#i87eb6c0775844500ad143bb85917cc9f_202)] | | |

| [11. Net Interest and Other Financial [removed: Costs](#i2d76ef0e09c34cd785d4626a5126e3d7_205)] [added: Costs](#i87eb6c0775844500ad143bb85917cc9f_205)] | | | | | | [removed: [98](#i2d76ef0e09c34cd785d4626a5126e3d7_205)] [added: [98](#i87eb6c0775844500ad143bb85917cc9f_205)] | | |

| [12. Income [removed: Taxes](#i2d76ef0e09c34cd785d4626a5126e3d7_208)] [added: Taxes](#i87eb6c0775844500ad143bb85917cc9f_208)] | | | | | | [removed: [99](#i2d76ef0e09c34cd785d4626a5126e3d7_208)] [added: [99](#i87eb6c0775844500ad143bb85917cc9f_208)] | | |

| [13. [removed: Inventories](#i2d76ef0e09c34cd785d4626a5126e3d7_211)] [added: Inventories](#i87eb6c0775844500ad143bb85917cc9f_211)] | | | | | | [removed: [101](#i2d76ef0e09c34cd785d4626a5126e3d7_211)] [added: [101](#i87eb6c0775844500ad143bb85917cc9f_211)] | | |

| [14. Equity Method [removed: Investments](#i2d76ef0e09c34cd785d4626a5126e3d7_214)] [added: Investments](#i87eb6c0775844500ad143bb85917cc9f_214)] | | | | | | [removed: [101](#i2d76ef0e09c34cd785d4626a5126e3d7_214)] [added: [102](#i87eb6c0775844500ad143bb85917cc9f_214)] | | |

| [15. Property, Plant and Equipment [removed: (PP&E)](#i2d76ef0e09c34cd785d4626a5126e3d7_217)] [added: (PP&E)](#i87eb6c0775844500ad143bb85917cc9f_217)] | | | | | | [removed: [105](#i2d76ef0e09c34cd785d4626a5126e3d7_217)] [added: [103](#i87eb6c0775844500ad143bb85917cc9f_217)] | | |

| [16. Goodwill and [removed: Intangibles](#i2d76ef0e09c34cd785d4626a5126e3d7_220)] [added: Intangibles](#i87eb6c0775844500ad143bb85917cc9f_220)] | | | | | | [removed: [105](#i2d76ef0e09c34cd785d4626a5126e3d7_220)] [added: [103](#i87eb6c0775844500ad143bb85917cc9f_220)] | | |

| [17. Fair Value [removed: Measurements](#i2d76ef0e09c34cd785d4626a5126e3d7_223)] [added: Measurements](#i87eb6c0775844500ad143bb85917cc9f_223)] | | | | | | [removed: [106](#i2d76ef0e09c34cd785d4626a5126e3d7_223)] [added: [104](#i87eb6c0775844500ad143bb85917cc9f_223)] | | |

| [18. [removed: Derivatives](#i2d76ef0e09c34cd785d4626a5126e3d7_226)] [added: Derivatives](#i87eb6c0775844500ad143bb85917cc9f_226)] | | | | | | [removed: [108](#i2d76ef0e09c34cd785d4626a5126e3d7_226)] [added: [106](#i87eb6c0775844500ad143bb85917cc9f_226)] | | |

| [19. [removed: Debt](#i2d76ef0e09c34cd785d4626a5126e3d7_229)] [added: Debt](#i87eb6c0775844500ad143bb85917cc9f_229)] | | | | | | [removed: [109](#i2d76ef0e09c34cd785d4626a5126e3d7_229)] [added: [107](#i87eb6c0775844500ad143bb85917cc9f_229)] | | |

| [20. [removed: Revenue](#i2d76ef0e09c34cd785d4626a5126e3d7_232)] [added: Revenue](#i87eb6c0775844500ad143bb85917cc9f_232)] | | | | | | [removed: [113](#i2d76ef0e09c34cd785d4626a5126e3d7_232)] [added: [112](#i87eb6c0775844500ad143bb85917cc9f_232)] | | |

| [21. Supplemental Cash Flow [removed: Information](#i2d76ef0e09c34cd785d4626a5126e3d7_235)] [added: Information](#i87eb6c0775844500ad143bb85917cc9f_235)] | | | | | | [removed: [114](#i2d76ef0e09c34cd785d4626a5126e3d7_235)] [added: [113](#i87eb6c0775844500ad143bb85917cc9f_235)] | | |

| [22. Other Current [removed: Liabilities](#i2d76ef0e09c34cd785d4626a5126e3d7_238)] [added: Liabilities](#i87eb6c0775844500ad143bb85917cc9f_238)] | | | | | | [removed: [114](#i2d76ef0e09c34cd785d4626a5126e3d7_238)] [added: [113](#i87eb6c0775844500ad143bb85917cc9f_238)] | | |

| [23. Accumulated Other Comprehensive Income [removed: (Loss)](#i2d76ef0e09c34cd785d4626a5126e3d7_241)] [added: (Loss)](#i87eb6c0775844500ad143bb85917cc9f_241)] | | | | | | [removed: [115](#i2d76ef0e09c34cd785d4626a5126e3d7_241)] [added: [114](#i87eb6c0775844500ad143bb85917cc9f_241)] | | |

| [24. Pension and Other Postretirement [removed: Benefits](#i2d76ef0e09c34cd785d4626a5126e3d7_244)] [added: Benefits](#i87eb6c0775844500ad143bb85917cc9f_244)] | | | | | | [removed: [115](#i2d76ef0e09c34cd785d4626a5126e3d7_244)] [added: [114](#i87eb6c0775844500ad143bb85917cc9f_244)] | | |

| [25. Share-Based [removed: Compensation](#i2d76ef0e09c34cd785d4626a5126e3d7_247)] [added: Compensation](#i87eb6c0775844500ad143bb85917cc9f_247)] | | | | | | [removed: [121](#i2d76ef0e09c34cd785d4626a5126e3d7_247)] [added: [120](#i87eb6c0775844500ad143bb85917cc9f_247)] | | |

| [26. [removed: Leases](#i2d76ef0e09c34cd785d4626a5126e3d7_250)] [added: Leases](#i87eb6c0775844500ad143bb85917cc9f_250)] | | | | | | [removed: [123](#i2d76ef0e09c34cd785d4626a5126e3d7_250)] [added: [122](#i87eb6c0775844500ad143bb85917cc9f_250)] | | |

| [27. Commitments and [removed: Contingencies](#i2d76ef0e09c34cd785d4626a5126e3d7_253)] [added: Contingencies](#i87eb6c0775844500ad143bb85917cc9f_253)] | | | | | | [removed: [126](#i2d76ef0e09c34cd785d4626a5126e3d7_253)] [added: [125](#i87eb6c0775844500ad143bb85917cc9f_253)] | | |

| /s/ Maryann T. Mannen | | | | | | /s/ [removed: John J. Quaid] [added: Maria A. Khoury] | | | | | | /s/ Erin M. Brzezinski | | |

| *Maryann T. Mannen [added: Chairman of the Board,] President and Chief Executive Officer* | | | | | | [removed: *John J. Quaid] [added: *Maria A. Khoury] Executive Vice President and Chief Financial Officer* | | | | | | *Erin M. Brzezinski Vice President and Controller* | | |

We have audited the accompanying consolidated balance sheets of Marathon Petroleum Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the [removed: COSO.][added: COSO.]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management’s Report on Internal Control over Financial [removed: Reporting.][added: Reporting appearing under Item 9A.]

| [3. Accounting Standards](#i87eb6c0775844500ad143bb85917cc9f_181) | | | | | | [87](#i87eb6c0775844500ad143bb85917cc9f_181) | | |

| [5. Acquisitions and Other Transactions](#i87eb6c0775844500ad143bb85917cc9f_187) | | | | | | [88](#i87eb6c0775844500ad143bb85917cc9f_187) | | |

| [28. Subsequent Event](#i87eb6c0775844500ad143bb85917cc9f_256) | | | | | | [127](#i87eb6c0775844500ad143bb85917cc9f_256) | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Northwind Midstream from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Northwind Midstream from our audit of internal control over financial reporting.

Northwind Midstream is a wholly-owned subsidiary whose total assets and total revenues and other income excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

*Acquisition of Northwind Midstream - Valuation of Intangibles*

As described in Note 5 to the consolidated financial statements, on August 29, 2025, the Company completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash.

Of the total assets acquired, $951 million relates to intangibles.

The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach.

As disclosed by management, a significant amount of judgment is involved in estimating the fair value of intangible assets.

The income approach requires management to project future volumes and associated cash flows, and apply a discount rate.

Evaluating management’s assumption related to future volumes involved considering (i) the consistency with external market and industry data and (ii) whether the assumption was consistent with executed customer contracts.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate assumption.

| Redeemable noncontrolling interest | | | — | | | | | | 27 | | | | | | 94 | | |

| Intangibles, net | | | 2,714 | | | | | | 1,774 | | |

| Other noncurrent assets | | | 1,422 | | | | | | 1,208 | | |

| Commercial paper – issued | | | 5,055 | | | | | | — | | | | | | — | | |

| Commercial paper– repayments | | | (5,055) | | | | | | — | | | | | | — | | |

| Long-term debt – repayments | | | (6,463) | | | | | | (1,984) | | | | | | (1,079) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,047 | | | | | | — | | | | | | 1,831 | | | | | | 5,878 | | | | | | | | | — | | |

| Equity transactions of MPLX | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14) | | | | | | — | | | | | | — | | | | | | (114) | | | | | | (128) | | | | | | | | | (197) | | |

| Balance as of December 31, 2025 | | | 994 | | | | | | $ | 10 | | | | | (699) | | | | | | $ | (56,027) | | | | | $ | 33,685 | | | | | $ | 39,751 | | | | | $ | (105) | | | | | $ | 6,772 | | | | | $ | 24,086 | | | | | | | | $ | — | |

Variable Interest Entities

We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE.

Our interests in a VIE are referred to as variable interests.

Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets.

When we conclude that we hold an interest in a VIE, we must determine if we are the entity’s primary beneficiary.

A primary beneficiary is deemed to have a controlling financial interest in a VIE.

This controlling financial interest is evidenced by both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE.

We consolidate any VIE when we determine that we are the primary beneficiary.

We must disclose the nature of any interests in a VIE that is not consolidated.

Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE.

We use primarily a qualitative analysis to determine if an entity is a VIE.

We evaluate the entity’s need for continuing financial support; the equity holder’s lack of a controlling financial interest; and/or if an equity holder’s voting interests are disproportionate to its obligation to absorb expected losses or receive residual returns.

We evaluate our interests in a VIE to determine whether we are the primary beneficiary.

We use a primarily qualitative analysis to determine if we are deemed to have a controlling financial interest in the VIE, either on a standalone basis or as part of a related party group.

We continually monitor our interests in legal entities for changes in the design or activities of an entity and changes in our interests, including our status as the primary beneficiary to determine if the changes require us to revise our previous conclusions.

Changes in the design or nature of the activities of a VIE, or our involvement with a VIE, may require us to reconsider our conclusions on the entity’s status as a VIE and/or our status as the primary beneficiary.

Such reconsideration requires significant

| [Management’s Report on Internal Control over Financial Reporting](#i2d76ef0e09c34cd785d4626a5126e3d7_148) | | | | | | [76](#i2d76ef0e09c34cd785d4626a5126e3d7_148) | | |

| [3. Accounting Standards and Disclosure Rules](#i2d76ef0e09c34cd785d4626a5126e3d7_181) | | | | | | [90](#i2d76ef0e09c34cd785d4626a5126e3d7_181) | | |

| [4. Short-Term Investments](#i2d76ef0e09c34cd785d4626a5126e3d7_184) | | | | | | [91](#i2d76ef0e09c34cd785d4626a5126e3d7_184) | | |

| [28. Subsequent Event](#i2d76ef0e09c34cd785d4626a5126e3d7_2310) | | | | | | [128](#i2d76ef0e09c34cd785d4626a5126e3d7_2310) | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Management’s Report on Internal Control over Financial Reporting

MPC’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

An evaluation of the design and effectiveness of our internal control over financial reporting, based on the framework in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our chief executive officer and chief financial officer.

Based on the results of this evaluation, MPC’s management concluded that its internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of MPC’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

| /s/ Maryann T. Mannen | | | | | | /s/ John J. Quaid | | | | | | | | |

| *Maryann T. Mannen President and Chief Executive Officer* | | | | | | *John J. Quaid Executive Vice President and Chief Financial Officer* | | | | | | | | |

*Goodwill Impairment Test - Crude Gathering Reporting Unit*

As described in Note 16 to the consolidated financial statements and as disclosed by management, the Company’s consolidated goodwill balance was $8.2 billion as of December 31, 2024, which includes, within the Midstream segment, the goodwill associated with MPLX’s Crude Gathering reporting unit of $1.1 billion.

Management annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount.

The fair value of the MPLX Crude Gathering reporting unit was determined based on applying both a discounted cash flow method (i.e. income approach) as well as a market approach.

Significant assumptions that were used to estimate the reporting unit’s fair value under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer development plans, which impact the reporting unit’s future volumes and capital requirements.

Evaluating the assumption related to future volumes involved (i) considering whether the assumption used was reasonable considering past performance of the reporting unit, producers’ historical and future production volumes, and industry outlook reports; and (ii) considering whether the assumption was consistent with evidence obtained in other areas of the audit.

February 27, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Income from discontinued operations, net of tax | | | — | | | | | | — | | | | | | 72 | | |

| Basic: | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 10.11 | | | | | $ | 23.73 | | | | | $ | 28.17 | |

| Discontinued operations | | | — | | | | | | — | | | | | | 0.14 | | |

| Diluted: | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 10.08 | | | | | $ | 23.63 | | | | | $ | 27.98 | |

| Net income | | | $ | 5,067 | | | | | $ | 11,172 | | | | | $ | 16,050 | |

| Cash provided by operating activities - discontinued operations | | | — | | | | | | — | | | | | | 42 | | |

| Net cash provided by operating activities | | | 8,665 | | | | | | 14,117 | | | | | | 16,361 | | |

| Purchases of short-term investments | | | (2,949) | | | | | | (8,622) | | | | | | (6,023) | | |

| – repayments | | | (1,984) | | | | | | (1,079) | | | | | | (2,280) | | |

| Balance as of December 31, 2021 | | | 984 | | | | | | $ | 10 | | | | | (405) | | | | | | $ | (19,904) | | | | | $ | 33,262 | | | | | $ | 12,905 | | | | | $ | (67) | | | | | $ | 6,410 | | | | | $ | 32,616 | | | | | | | | $ | 965 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,516 | | | | | | — | | | | | | 1,446 | | | | | | 15,962 | | | | | | | | | 88 | | |

| Equity transactions of MPLX | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120) | | | | | | — | | | | | | — | | | | | | (327) | | | | | | (447) | | | | | | | | | — | | |

On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven, Inc. (“7-Eleven”).

The transaction provided for adjustments to working capital and miscellaneous items, which were finalized with 7-Eleven in the fourth quarter of 2022.

These adjustments are reported separately as discontinued operations, net of tax, in our consolidated statements of income and within our consolidated statements of cash flow.

Based upon that evaluation, the chief executive officer and chief financial officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K.

[removed: Our “Management’s Report on Internal Control over Financial Reporting” and the] [added: The] “Report of Independent Registered Public Accounting Firm” [removed: are] [added: is] set forth in Item 8.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

MPC’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

An evaluation of the design and effectiveness of our internal control over financial reporting, based on the framework in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our chief executive officer and chief financial officer.

Based on the results of this evaluation, MPC’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.

In accordance with guidance issued by the Securities and Exchange Commission staff, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Consistent with this guidance, management’s assessment of the effectiveness of MPC’s internal control over financial reporting as of December 31, 2025, excluded the internal controls of Northwind Midstream, which was acquired in a business combination on August 29, 2025.

The total assets and total revenues and other income of Northwind Midstream, a wholly-owned subsidiary, represented approximately 2% and less than 1% of the MPC’s consolidated total assets and total revenues and other income, respectively, as of and for the year ended December 31, 2025.

MPC intends to include Northwind Midstream in future assessments of internal control over financial reporting.

The effectiveness of MPC’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

Marathon Petroleum Termination Allowance Plan

Marathon Petroleum Company LP (“MPC LP”), an affiliate of the Company, sponsors and maintains the Marathon Petroleum Termination Allowance Plan (the “TAP Plan”), which is intended to provide eligible employees of MPC LP and its affiliates with certain severance (a “termination allowance”) and other benefits in connection with certain involuntary terminations of employment.

On February 25, 2026, the Company’s Board of Directors approved changes to the termination allowance formula applicable to certain employees of the Company, including those employees who are the Company’s named executive officers.

All employees must meet certain requirements to be eligible for a termination allowance and other benefits under the TAP Plan.

The amount of the termination allowance for an eligible employee who is a Senior Leader (as defined in the TAP Plan to include the Company’s named executive officers) is the sum of his or her: (a) annual base salary rate as in effect on the date preceding his or her termination date and (b) target award amount pursuant to the Company’s Annual Cash Bonus Program.

The amount of the termination allowance for the Chief Executive Officer is two times the sum of his or her: (a) annual base salary rate as in effect on the date preceding his or her termination date and (b) target award amount pursuant to the Company’s Annual Cash Bonus Program.

The foregoing description of the TAP Plan is qualified in its entirety by reference to the full text of the TAP Plan, a copy of which is attached as Exhibit 10.65 to this Annual Report on Form 10-K and incorporated herein by reference.

Former Officer Departure

On December 18, 2025, the Company announced that John J.

Quaid would cease to serve as Executive Vice President and Chief Financial Officer of the Company, effective January 19, 2026.

Following such effective date, Mr. Quaid has continued with the Company in a non-executive officer role for a period of transition that is expected to end on March 31, 2026.

In connection with his departure, Mr. Quaid is expected to receive approximately $1.68 million under the TAP Plan, revised as described above, as well as other benefits to which he is entitled under the Company’s pre-existing compensation plans and programs, as described in the Company’s Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on March 17, 2025.

Mr. Quaid will also be eligible for a bonus under the Company’s 2026 Annual Cash Bonus Program, calculated using his 2026 eligible earnings through his departure date, which has the effect of prorating the award.

On February 25, 2026, the Compensation and Organization Development Committee of the Company’s Board of Directors approved the form of an amendment to Mr. Quaid’s 2024 Performance Share Unit Award Agreement (the “2024 PSU Award Agreement Amendment”) and the form of an amendment to Mr. Quaid’s 2025 Performance Share Unit Award Agreement (the “2025 PSU Award Agreement Amendment”).

These amendments provide that 8,256 performance share units awarded under Mr. Quaid’s 2024 Performance Share Unit Award Agreement and 5,558 performance share units awarded under Mr. Quaid’s 2025 Performance Share Unit Award Agreement, which in each case reflects proration of Mr. Quaid’s time of service during the applicable performance period through his departure, will become non-forfeitable upon his departure.

The foregoing description of the 2024 PSU Award Agreement Amendment and the 2025 PSU Award Agreement Amendment is qualified in its entirety by reference to the full text of 2024 PSU Award Agreement Amendment and the 2025 PSU Award Agreement Amendment, copies of which are attached as Exhibit 10.66 and Exhibit 10.67, respectively, to this Annual Report on Form 10-K and incorporated herein by reference.

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Election of Directors” in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] (the “Proxy Statement”).

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The following table provides information as of December 31, [removed: 2024] [added: 2025] with respect to shares of our common stock that may be issued under the MPC 2021 Plan, the MPC 2012 Plan and the MPC 2011 Plan:

1) [removed: 506,060] [added: 124,659] stock options granted pursuant to the MPC 2012 Plan and not forfeited, cancelled or expired as of December 31, [removed: 2024;] [added: 2025;] and

2) [removed: 1,297,466] [added: 1,331,657] restricted stock units granted pursuant to the MPC 2021 Plan, the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, [removed: 2024.][added: 2025.]

| Equity compensation plans approved by stockholders | | | 1,456,316 | | | | | | $ | 42.17 | | | | | 19,058,052 | | |

| Total | | | 1,456,316 | | | | | | N/A | | | | | | 19,058,052 | | |

| Equity compensation plans approved by stockholders | | | 1,803,526 | | | | | | $ | 57.50 | | | | | 19,422,757 | | |

| Total | | | 1,803,526 | | | | | | N/A | | | | | | 19,422,757 | | |

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| Exhibit Number | | | [removed: | | |] Exhibit Description | | | [added: Form] | | | [removed: Incorporated by Reference] | | | [added: Exhibit] | | | | | | [added: Filing Date] | | | | | | [added: SEC File No.] | | | | | | [added: Filed Herewith] | | | [removed: Filed] [added: Furnished] Herewith | | | | | | [removed: Furnished Herewith] | | | [added: | | |]

| [removed: Form] [added: Exhibit Number] | | | | | | Exhibit [added: Description] | | | | | | [removed: Filing Date] [added: Form] | | | | | | [removed: SEC File No.] [added: Exhibit] | | | | | | [added: Filing Date] | | | | | | [added: SEC File No.] | | | | | | [added: Filed Herewith] | | | | | | [added: Furnished Herewith] | | |

| [removed: 10.2 *] [added: 10.2*] | | | | | | [Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1510295/000119312511333449/d262196dex43.htm) | | | | | | S-3 | | | | | | 4.3 | | | | | | 12/7/2011 | | | | | | 333-175286 | | | | | | | | | | | | | | |

| [removed: 10.3 *] [added: 10.3*] | | | | | | [First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1510295/000151029515000040/mpc-20150630xex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/3/2015 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.4 *] [added: 10.4*] | | | | | | [Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1510295/000151029519000014/mpc-20181231xex1087.htm) | | | | | | 10-K | | | | | | 10.87 | | | | | | 2/28/2019 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.5 *] [added: 10.5*] | | | | | | [First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1510295/000151029520000006/mpc-20191231xex1084.htm) | | | | | | 10-K | | | | | | 10.84 | | | | | | 2/28/2020 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.6 *] [added: 10.6*] | | | | | | [Marathon Petroleum Corporation 2021 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1510295/000151029521000067/ex101mpc2021icp.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 5/4/2021 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.7 *] [added: 10.7*] | | | | | | [MPLX LP 2012 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1552000/000119312512417936/d368024dex103.htm) | | | | | | S-1/A | | | | | | 10.3 | | | | | | 10/9/2012 | | | | | | 333-182500 | | | | | | | | | | | | | | |

| [removed: 10.8 *] [added: 10.8*] | | | | | | [MPLX LP 2012 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy](https://www.sec.gov/Archives/edgar/data/1510295/000119312513084698/d445389dex1032.htm) | | | | | | 10-K | | | | | | 10.32 | | | | | | 2/28/2013 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.9 *] [added: 10.9*] | | | | | | [MPLX LP 2018 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1552000/000155200018000023/mplx2018icp.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/5/2018 | | | | | | 001-35714 | | | | | | | | | | | | | | |

| [removed: 10.13 *] [added: 10.15*] | | | | | | [Marathon Petroleum Executive Deferred Compensation Plan, effective January 1, 2021](https://www.sec.gov/Archives/edgar/data/1510295/000151029521000027/mpc-20201231xex1073.htm) | | | | | | 10-K | | | | | | 10.73 | | | | | | 2/26/2021 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.14 *] [added: 10.16*] | | | | | | [Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021](https://www.sec.gov/Archives/edgar/data/1510295/000151029521000027/mpc-2020x1231xex1074.htm) | | | | | | 10-K | | | | | | 10.74 | | | | | | 2/26/2021 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.15 *] [added: 10.17*] | | | | | | [Marathon Petroleum Deferred Compensation Plan (as amended and restated effective December 31, 2023)](https://www.sec.gov/Archives/edgar/data/1510295/000151029524000015/mpc-20231231xex1044.htm) | | | | | | 10-K | | | | | | 10.44 | | | | | | 2/28/2024 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.16 *] [added: 10.18*] | | | | | | [Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Restricted Stock Unit Award Agreement – Non-Employee Director](https://www.sec.gov/Archives/edgar/data/1510295/000119312512088690/d260652dex1022.htm) | | | | | | 10-K | | | | | | 10.22 | | | | | | 2/29/2012 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.17 *] [added: 10.20*] | | | | | | [removed: [Nonqualified] [added: [Form of Nonqualified] Stock Option Award Agreement - Officer](https://www.sec.gov/Archives/edgar/data/1510295/000151029519000051/mpc-20190331xex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 5/9/2019 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.18 *] [added: 10.21*] | | | | | | [Form of 2020 [removed: Officer] [added: Nonqualified] Stock Option Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1510295/000151029520000066/mpc-20200331xex103.htm)] [added: Agreement - Officer](https://www.sec.gov/Archives/edgar/data/1510295/000151029520000066/mpc-20200331xex103.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | 5/7/2020 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.19 *] [added: 10.25*] | | | | | | [Form of [removed: 2022] MPC Officer Performance Unit Award Agreement – [removed: 2022-2024] [added: 2024-2026] Performance [removed: Cycle](https://www.sec.gov/Archives/edgar/data/1510295/000151029522000011/mpc-20211231xex1064.htm)] [added: Cycle](https://www.sec.gov/Archives/edgar/data/1510295/000151029524000015/mpc-20231231xex1041.htm)] | | | | | | 10-K | | | | | | [removed: 10.64] [added: 10.41] | | | | | | [removed: 2/24/2022] [added: 2/28/2024] | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.20 *] [added: 10.28*] | | | | | | [Form of [removed: 2022] [added: 2024] MPC Officer RSU Award Agreement – 3-year Pro Rata [removed: Vesting](https://www.sec.gov/Archives/edgar/data/1510295/000151029522000039/mpc-20220331xex105.htm)] [added: Vesting](https://www.sec.gov/Archives/edgar/data/1510295/000151029524000015/mpc-20231231xex1042.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 10.5] [added: 10.42] | | | | | | [removed: 5/3/2022] [added: 2/28/2024] | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.21 *] [added: 10.31*] | | | | | | [Form of [removed: 2022] [added: 2024] MPLX Phantom Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1552000/000155200022000016/mplx-2022331xex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1510295/000151029524000047/mpc-20240331xex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: 5/3/2022] [added: 4/30/2024] | | | | | | [removed: 001-35714] [added: 001-35054] | | | | | | | | | | | | | | |

| [removed: 10.22 *] [added: 10.22*] | | | | | | [Form of 2023 MPC Officer Performance Share Unit Award Agreement – 2023-2025 Performance Period](https://www.sec.gov/Archives/edgar/data/1510295/000151029523000012/mpc-20221231xex1048.htm) | | | | | | 10-K | | | | | | 10.48 | | | | | | 2/23/2023 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.23 *] [added: 10.23*] | | | | | | [Form of 2023 MPC Officer RSU Award Agreement - 2021 Plan](https://www.sec.gov/Archives/edgar/data/1510295/000151029523000012/mpc-20221231xex1049.htm) | | | | | | 10-K | | | | | | 10.49 | | | | | | 2/23/2023 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.24 *] [added: 10.24*] | | | | | | [Form of 2023 MPLX Phantom Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1510295/000151029523000012/mpc-20221231xex1052.htm) | | | | | | 10-K | | | | | | 10.52 | | | | | | 2/23/2023 | | | | | | 001-35054 | | | | | | | | | | | | | | |

| [removed: 10.25 *] [added: 10.26*] | | | | | | [Form of [added: 2025] MPC Officer Performance Unit Award Agreement – [removed: 2024-2026] [added: 2025 – 2027] Performance [removed: Cycle](https://www.sec.gov/Archives/edgar/data/1510295/000151029524000015/mpc-20231231xex1041.htm)] [added: Cycle](https://www.sec.gov/Archives/edgar/data/1510295/000151029525000039/mpc-2025331xex103.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.41] [added: 10.3] | | | | | | [removed: 2/28/2024] [added: 5/6/2025] | | | | | | 001-35054 | | | | | | | | | | | | | | |