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Marathon Petroleum Corp

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

MPC$389.88+4.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
PART I
Item 1.Business4
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments31
Item 1C.Cybersecurity31
Item 2.Properties33
Item 3.Legal Proceedings40
Item 4.Mine Safety Disclosures41
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities42
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations43
Item 7A.Quantitative and Qualitative Disclosures about Market Risk70
Item 8.Financial Statements and Supplementary Data73
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure128
Item 9A.Controls and Procedures128
Item 9B.Other Information128
Item 9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections129
PART III
Item 10.Directors, Executive Officers and Corporate Governance130
Item 11.Executive Compensation130
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters131
Item 13.Certain Relationships and Related Transactions, and Director Independence131
Item 14.Principal Accountant Fees and Services131
PART IV
Item 15.Exhibits and Financial Statement Schedules132
Signatures137

Unless otherwise stated or the context otherwise indicates, all references in this Annual Report on Form 10-K to “MPC,” “us,” “our,” “we” or the “Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.

Glossary of Terms

Throughout this report, the following company or industry specific terms and abbreviations are used:

ANSAlaska North Slope crude oil, an oil index benchmark price
ASCAccounting Standards Codification
ASUAccounting Standards Update
ATBArticulated tug barges
barrelOne stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARBCalifornia Air Resources Board
CARBOBCalifornia Reformulated Gasoline Blendstock for Oxygenate Blending
CBOBConventional Gasoline Blendstock for Oxygenate Blending
EBITDAEarnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPAU.S. Environmental Protection Agency
ESGEnvironmental, social and governance
FASBFinancial Accounting Standards Board
GAAPAccounting principles generally accepted in the United States
GHGGreenhouse gas
JVJoint Venture
LCFSLow Carbon Fuel Standard
LIFOLast in, first out
mbblsThousands of barrels
mbpdThousands of barrels per day
mbpcdThousand barrels per calendar day
MEHMagellan East Houston crude oil, an oil index benchmark price
MMBtuOne million British thermal units
MMcf/dOne million cubic feet of natural gas per day
MPLXMPLX LP
NGLNatural gas liquids, such as ethane, butanes and natural gasoline
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
OSHAU.S. Occupational Safety and Health Administration
OTCOver-the-Counter
RFSRenewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RINRenewable Identification Number
SECU.S. Securities and Exchange Commission
SOFRSecured overnight financing rate
SRESmall Refinery Exemption credit under the Renewable Fuel Standard program
ULSDUltra-low sulfur diesel
USGCU.S. Gulf Coast
USTUnderground storage tank
VIEVariable interest entity
VPPVoluntary Protection Program
WTIWest Texas Intermediate crude oil, an oil index benchmark price

Disclosures Regarding Forward-Looking Statements

This Annual Report on Form 10-K, particularly Item 1. Business, Item 1A. Risk Factors, Item 3. Legal Proceedings, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures about Market Risk includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “advance,” “anticipate,” “believe,” “commitment,” “continue,” “could,” “design,” “drive,” “endeavor,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “progress,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “strive,” “support,” “target,” “trends,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements include, among other things, statements regarding:

future financial and operating results;

ESG plans and goals, including those related to GHG emissions and intensity, freshwater withdraw intensity, inclusion and ESG reporting;

future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;

the success or timing of completion of ongoing or anticipated capital or maintenance projects;

business strategies, growth opportunities and expected investments, including plans to improve commercial performance, lower costs and optimize our asset portfolio;

consumer demand for refined products, natural gas, renewable diesel and other renewable fuels and NGLs;

the timing, amount and form of any future capital return transactions, including dividends and share repurchases by MPC or distributions and unit repurchases by MPLX; and

the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities or plaintiffs in litigation.

Our forward-looking statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

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

the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, renewable diesel and other renewable fuels, NGLs and other feedstocks;

disruptions in credit markets or changes to credit ratings;

the adequacy of capital resources and liquidity, including availability, timing and amounts of free cash flow necessary to execute business plans and to effect any share repurchases or to maintain or increase the dividend;

the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;

the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products or renewable diesel and other renewable fuels;

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, tariffs, inflation, or rising interest rates;

our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations and enforcement actions initiated thereunder;

adverse market conditions or other risks affecting MPLX;

refining industry overcapacity or under capacity;

foreign imports and exports of crude oil, refined products, natural gas and NGLs;

the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;

changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or renewable diesel and other renewable fuels;

non-payment or non-performance by our customers;

changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products and renewable diesel and other renewable fuels;

the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

political and economic conditions in nations that consume refined products, natural gas, renewable diesel and other renewable fuels and NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, Russia, Africa, Canada and South America;

actions taken by our competitors, including pricing adjustments, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;

completion of pipeline projects within the United States;

changes in fuel and utility costs for our facilities;

industrial incidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;

acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products or renewable diesel and other renewable fuels;

political pressure and influence of environmental groups and other stakeholders that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products or renewable diesel and other renewable fuels;

labor and material shortages;

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”);

the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;

the inability or failure of our joint venture partners to fund their share of operations and capital investments;

the financing and distribution decisions of joint ventures we do not control;

the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;

our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG plans and goals within the expected timeframe, if at all;

the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors;

personnel changes;

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

the other factors described in Item 1A. Risk Factors.

We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.