Marathon Petroleum Corp

23. Subsequent Events

BANGL, LLC Acquisition

On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL that was previously held by MPLX’s joint venture partners for approximately $700 million, plus an earnout provision of up to $275 million (the “BANGL Acquisition”). The earnout provision requires annual payments based on targeted EBITDA growth from 2026 to 2029 up to the maximum amount of $275 million. As a result of the BANGL Acquisition, MPLX now owns 100 percent of BANGL and its results will be reflected in our Midstream segment within our consolidated financial results beginning in the third quarter of 2025. The BANGL Acquisition will be accounted for as a business combination, resulting in an estimated gain in excess of $400 million, which will be recognized in the third quarter of 2025 upon finalizing the initial accounting and provisional fair value measurements of BANGL’s assets and liabilities.

Subsequent to closing this transaction, on July 3, 2025, MPLX used cash on hand to extinguish approximately $656 million of debt principal outstanding, including interest, related to certain term and revolving loans assumed as part of the BANGL 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, in exchange for cash proceeds of $425 million. MPC’s investment in TAMH was accounted for as an equity method investment reported within MPC’s Refining & Marketing segment. Upon disposal, MPC de-recognized its investment in TAMH, resulting in an estimated gain of $245 million to be recognized in the third quarter of 2025.

Additional $1.0 Billion MPLX Unit Repurchase Authorization

On August 5, 2025, MPLX announced that its board of directors approved an incremental $1.0 billion common unit repurchase authorization. The authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing of repurchases will depend upon several factors, including market and business conditions, and repurchases may be suspended, discontinued or restarted at any time.