Item 9B. Other Information

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Item 9B. Other Information

During the quarter ended December 31, 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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