Published
# Marathon Petroleum Corporation (MPC) — Recent Events ## Filings that contain financial statements - **Form 8-K, accession 0001510295-26-000060 (filed Aug. 4, 2026), Exhibit 99.1**: second-quarter 2026 results — full income statement, capital-expenditure table, segment adjusted EBITDA, and balance-sheet select data for the quarter ended June 30, 2026 (and six months ended June 30, 2026). - **Form 8-K, accession 0001510295-26-000039 (filed May 5, 2026), Exhibit 99.1**: first-quarter 2026 results — income statement, cash-flow-from-operations figure, and segment data for the quarter ended March 31, 2026. - **Form 8-K, accession 0001510295-26-000003 (filed Feb. 3, 2026), Exhibit 99.1**: fourth-quarter and full-year 2025 results — full-year income statement, adjusted EBITDA reconciliation, and segment data for the year ended Dec. 31, 2025. - **Form 8-K, accession 0001510295-25-000059 (filed Nov. 4, 2025), Exhibit 99.1**: third-quarter 2025 results. - **Form 8-K, accession 0001510295-25-000052 (filed Aug. 5, 2025), Exhibit 99.1**: second-quarter 2025 results. - **Form 8-K, accession 0001510295-25-000038 (filed May 6, 2025), Exhibit 99.1**: first-quarter 2025 results. - **Form 8-K, accession 0001510295-25-000005 (filed Feb. 4, 2025), Exhibit 99.1**: fourth-quarter and full-year 2024 results. - **Form 10-Q, accession 0001510295-26-000061 (filed Aug. 4, 2026)**: full GAAP financial statements for the quarter and six months ended June 30, 2026, including Note 4, which details the acquisitions and divestitures described below. - **Form 10-K, accession 0001510295-26-000009 (filed Feb. 26, 2026)**: full-year 2025 audited financial statements. ## Earnings - **Aug. 4, 2026 — second-quarter 2026 results (8-K, accession 0001510295-26-000060).** Net income attributable to MPC was $5.1 billion, or $17.73 per diluted share, versus $1.2 billion, or $3.96 per diluted share, in the second quarter of 2025. Adjusted EBITDA was $8.5 billion versus $3.3 billion a year earlier, driven by a Refining & Marketing margin of $36.33 per barrel (versus $17.58) and 94% crude-capacity utilization. The company returned over $2.8 billion of capital to shareholders in the quarter and had $6.1 billion remaining under its share-repurchase authorizations as of June 30, 2026. MPLX raised its 2026 growth-capital outlook from about $2.4 billion to $2.9 billion to accelerate its Gulf Coast fractionation project. - **May 5, 2026 — first-quarter 2026 results (8-K, accession 0001510295-26-000039).** Net income attributable to MPC was $511 million, or $1.73 per diluted share (adjusted net income $487 million, or $1.65 per diluted share), versus a net loss of $74 million in the first quarter of 2025. Cash from operating activities was $1.1 billion. MPC announced that its board had approved an incremental $5 billion share-repurchase authorization; as of March 31, 2026 the company had $3.6 billion available under its existing authorizations, and with the new authorization it would have had $8.6 billion available on a pro-forma basis as of that date. The company returned over $1.0 billion of capital to shareholders in the quarter. - **Feb. 3, 2026 — fourth-quarter and full-year 2025 results (8-K, accession 0001510295-26-000003).** Fourth-quarter net income attributable to MPC was $1.5 billion, or $5.12 per diluted share; full-year 2025 net income was $4.0 billion, or $13.22 per diluted share, versus $3.4 billion, or $10.08 per diluted share, in 2024. Full-year cash from operations was $8.3 billion, funding $4.5 billion of capital returned to shareholders in 2025. Full-year refining utilization was 94% with 105% margin capture. MPC set a 2026 standalone capital-spending outlook of $1.5 billion and MPLX set a 2026 total capital-spending outlook of $2.7 billion, net of reimbursements (including about $2.4 billion of growth capital and $300 million of maintenance capital). - **Nov. 4, 2025 — third-quarter 2025 results (8-K, accession 0001510295-25-000059).** Net income attributable to MPC was $1.4 billion, or $4.51 per diluted share, versus $622 million, or $1.87 per diluted share, in the third quarter of 2024. - **Aug. 5, 2025 — second-quarter 2025 results (8-K, accession 0001510295-25-000052).** Net income attributable to MPC was $1.2 billion, or $3.96 per diluted share, versus $1.5 billion, or $4.33 per diluted share, in the second quarter of 2024. - **May 6, 2025 — first-quarter 2025 results (8-K, accession 0001510295-25-000038).** Net loss attributable to MPC was $(74) million, or $(0.24) per diluted share, versus net income of $937 million, or $2.58 per diluted share, in the first quarter of 2024. - **Feb. 4, 2025 — fourth-quarter and full-year 2024 results (8-K, accession 0001510295-25-000005).** In the fourth quarter of 2024, MPC established a Renewable Diesel reporting segment, carving it out of the Refining & Marketing segment. ## Capital allocation - On May 5, 2026, MPC announced that its board had approved an incremental $5.0 billion share-repurchase authorization, in addition to the $5.0 billion authorization announced on November 5, 2024 (10-Q, accession 0001510295-26-000061). As of March 31, 2026 the company had $3.6 billion available under its existing authorizations; with the new authorization it would have had $8.6 billion available on a pro-forma basis as of that date (8-K, accession 0001510295-26-000039). From January 1, 2012 through June 30, 2026, MPC's board had approved $65.05 billion in cumulative share-repurchase authorizations, of which $58.92 billion had been repurchased, leaving $6.13 billion remaining as of June 30, 2026 (10-Q, accession 0001510295-26-000061). - Quarterly capital returned to shareholders across the window: $2.8 billion (2Q26), $1.0 billion (1Q26), $1.3 billion (4Q25), for a full-year 2025 total of $4.5 billion. ## Credit facilities - **April 7, 2026 (8-K, accession 0001510295-26-000029).** MPC entered into a new $5.0 billion, five-year unsecured revolving credit agreement (maturing April 7, 2031) with JPMorgan Chase Bank as administrative agent, replacing its 2022 $5.0 billion credit agreement, which was terminated. Concurrently, MPLX LP entered into a new $2.5 billion, five-year unsecured revolving credit agreement (maturing April 7, 2031) with Wells Fargo Bank as administrative agent, replacing MPLX's 2022 $2.0 billion credit agreement, which was also terminated. Neither new facility had borrowings outstanding as of the filing date. As of March 31, 2026, MPC reported $2.2 billion of cash and cash equivalents, including $1.5 billion held at MPLX. ## Acquisitions and divestitures (MPLX midstream portfolio) MPLX LP, the midstream partnership MPC consolidates, completed a series of portfolio transactions in 2025 that are reflected in MPC's consolidated results; they are disclosed in MPC's Form 10-Q (accession 0001510295-26-000061, Note 4) and Form 10-K (accession 0001510295-26-000009): - **March 11, 2025** — MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash (crude and natural gas gathering systems in the San Juan basin's Four Corners region). - **July 1, 2025** — MPLX purchased the remaining 55% interest in BANGL, LLC for $703 million in cash plus a contingent earnout of up to $275 million tied to 2026–2029 EBITDA growth, bringing MPLX to 100% ownership. On July 3, 2025, MPLX used cash on hand to extinguish approximately $656 million of debt assumed in the transaction. - **July 31, 2025** — MPC sold its 49.9% interest in The Andersons Marathon Holdings LLC (an ethanol joint venture) to The Andersons Ethanol LLC for $427 million in cash. - **August 29, 2025** — MPLX completed the acquisition of 100% of Northwind Delaware Holdings LLC for $2.4 billion in cash, adding sour-gas gathering and treating assets in Lea County, New Mexico, financed with proceeds of MPLX's $4.5 billion August 2025 senior notes offering. - **November 12, 2025** — MPLX completed the sale of its Rockies gathering and processing operations to a subsidiary of Harvest Midstream for $980 million in cash, recording a $159 million gain; the company stated the sale did not represent a strategic shift material to its operations or financial results. ## Board and management changes - **July 29, 2026 (10-Q, accession 0001510295-26-000061).** To restore equal apportionment among the board's three director classes following Mr. Alkhayyal's death, the board reclassified director Jeffrey C. Campbell from Class II to Class I. Mr. Campbell resigned as a Class II director and was immediately reappointed as a Class I director; his service on the board is deemed continuous and uninterrupted. - **June 26, 2026 (8-K, accession 0001510295-26-000055).** Director Abdulaziz F. Alkhayyal, a board member since 2016, passed away. - **April 29, 2026 (8-K, accession 0001510295-26-000033).** At the 2026 Annual Meeting, shareholders elected four Class III directors and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. Proposed amendments to declassify the board and eliminate supermajority charter provisions each failed to reach the required 80% affirmative vote. - **December 18, 2025 (8-K, accession 0001510295-25-000070).** MPC announced the appointment of Maria A. Khoury as Executive Vice President and Chief Financial Officer, effective January 19, 2026, succeeding John J. Quaid, who remained with the company in a non-executive role during the transition. - **October 29, 2025 (8-K, accession 0001510295-25-000065).** The board elected Maryann T. Mannen, President and CEO, as Chairman of the Board effective January 1, 2026, succeeding Michael J. Hennigan, who announced his retirement as Executive Chairman and board member effective the same date. The board size was reduced to 11 directors. - **April 30, 2025 Annual Meeting (results filed May 2, 2025, accession 0001510295-25-000035).** Shareholders elected four Class II directors and ratified PricewaterhouseCoopers LLP as independent auditor. The proposed amendments to declassify the board (210,374,644 for / 1,714,994 against) and to eliminate supermajority provisions (210,138,170 for / 2,012,176 against) each carried overwhelming support on the votes cast but did not receive the required affirmative vote of at least 80% of the company's outstanding shares entitled to vote. A separate shareholder proposal seeking a simple-majority voting standard was not approved (102,780,412 for / 108,974,674 against). - **April 28, 2025 (8-K, accession 0001510295-25-000032).** Timothy J. Aydt, Executive Vice President, Refining, notified the company of his intention to retire effective September 2, 2025, after over 40 years of service. Mike Henschen succeeded him as Executive Vice President, Refining, effective June 1, 2025. ## Financing - **April 30, 2026 (10-Q, accession 0001510295-26-000061).** MPC entered into an amended and restated trade receivables facility providing $100 million of committed borrowing and letter-of-credit issuance capacity plus up to $1.9 billion of uncommitted capacity, with the term extended to April 30, 2029. - **March 2026 (10-Q, accession 0001510295-26-000061).** MPLX repaid at maturity all $1.5 billion of its outstanding 1.750% senior notes due March 2026. - **February 12, 2026 (10-Q, accession 0001510295-26-000061).** MPLX issued $1.5 billion of senior notes in an underwritten public offering: $1.0 billion of 5.300% senior notes due 2036 and $500 million of 6.100% senior notes due 2056. - **February 6–10, 2025 (8-K, accession 0001193125-25-023281).** MPC filed exhibits to a Form S-3 shelf registration covering an underwriting agreement (dated Feb. 6, 2025) and a Tenth Supplemental Indenture (dated Feb. 10, 2025) for a public notes offering of $1.1 billion of 5.150% senior notes due 2030 and $900 million of 5.700% senior notes due 2035, $2.0 billion in total. ## Not reflected as a standalone MPC event No standalone MPC Form 8-K in this window discloses the BANGL, Northwind Midstream, Whiptail, or Rockies transactions directly; they surface only through MPC's Form 10-Q and Form 10-K financial-statement notes because MPLX LP — a separately registered public company that MPC consolidates — is the transacting entity. ## Scope of this brief This brief covers Form 8-K, 10-Q and 10-K filings from February 2025 through August 4, 2026. A Form 8-K filed January 24, 2025 (accession 0001510295-25-000002) falls outside the documents read for this brief.