MPC 10-K & 10-Q changes, risk factors and insider trading

Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and continue the payment ofpay our basedividend dividendat intended levels are highly dependent on the margins we realize on our refined products. Historically, refiningrefined and marketingproduct margins have been volatile, and we believe they will continue to be volatile. Our margins from the sale of gasoline and other refined products are influenced by a number of conditions, including the price of crude oil and other feedstocks. The prices of feedstocks and the prices at which we can sell our refined products fluctuate independently due to a variety of regional and global market factors that are beyond our control, including:

•worldwideglobal and domesticregional suppliesinventory levels and availability of and demand for feedstocks and refined products;

•operationtemporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally;

•theglobal and regional development by competitors of new refining or renewable conversion capacity;

•natural gas and electricity availability and supply costs;

•global and domestic political instability, threatened or actual terrorist incidents, armed conflictconflict, economic activity and growth levels or lack thereof or other global political or economic conditions;

Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refiningrefined and marketingproduct margins are uncertain. We generally purchase our feedstocks weeks before we refine them and sell the refined products. Price level changes during the period between purchasing feedstocks and selling the refined products from these feedstocks can have a significant effect on our financial results. We also purchase refined products manufactured by others for resale to our customers. Price changes during the periods between purchasing and reselling those refined products can have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Lower refiningrefined andproduct marketingmargins, 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 refiningrefined and marketingproduct 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 practicesour regardingcapital allocation priorities, including our share repurchase activityactivity, capital spending and dividends.

Legal,Industry, technological,market, politicaltechnological and scientificregulatory developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels.

In addition, California and several states have adopted regulations that require increased sales of electric vehicles. California, in particular, has passed several regulations mandating electric vehicles. These regulations include Advanced Clean Cars (“ACC”) I, ACC II, and Advanced Clean Trucks. CaliforniaThe hasACC receivedII and Advanced Clean AirTrucks Actregulations waiversare fromcurrently U.S.not EPAenforceable in absence of federal waivers, but California filed litigation to implementreinstate thesethe programs.waivers.

Together, these 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 are increasingly dependent on our information technology systems and those of our third-party business partners and service providers for the safe and effective operation of our business. We rely on such systems to process, transmit and store electronic information, including financial records and 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 operateoperate, 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 actorsactors, or employee error or malfeasance. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software, including software commonly used by companies in cloud-based services and bundled software. Because the techniques used to obtain unauthorized access, or to disable or degrade systems, continuously evolve and some have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks and cybersecurity incidents.

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, 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. Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Along with our own data and information collected in the normal course of our business, wewe, and some of our third-party service providers, collect, use, transfer and retain certain data that is subject to specific laws and regulations. The transfer and use of this data both domestically and across international borders is becoming increasingly complex. This data is subject to governmental regulation at international, federal, state and local levels in many areas of our business, including data privacy and security laws such as the European Union (“EU”) and United Kingdom (“UK”) versions of the General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”). To date, comprehensive state privacy laws have been proposed or passed in more than twenty U.S. states. We also operate in other jurisdictions (such as Mexico, Peru and Singapore) that have issued, or are considering the issuance of, data privacy laws and regulations. Additionally, the U.S. Federal Trade Commission and multiple state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data as well as requiring disclosures regarding such practices. Existing and potential future data privacy laws pose increasingly complex compliance, monitoring and control obligations and could potentially elevate our costs and risk exposure. As the implementation, interpretation, and enforcement of such laws continue to progress and evolve, there may also be developments that amplify such costs and risk exposure. Any failure by usus, 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.

Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks. Our introductionintegration of these technologiestechnologies, whether developed internally or procured through our third-party service providers, into our processes may result in new or expanded risks and liabilities. Such risks and liabilities include enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. The utilization of AI could also result in loss of intellectual property and subject us to heightened risks related to intellectual property infringement or misappropriation. The use of AI can lead to unintended consequences, including generating content that is inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to risks related to inaccuracies or errors in the output of such technologies.

Congress established a Renewable Fuel Standard (“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 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. Additionally, states, including California, have adopted or are considering adopting LCFS programs, which include the generation and purchase of LCFS credits for compliance. We are exposed to the volatility in the market price of RINs, LCFS credits, and other credits for low carbon fuels and we cannot predict the future prices of RINs, LCFS, or other credits. Prices are dependent upon a variety of factors, including the EPA, LCFS, and other regulations, reduction of the benefits, the availability of RINs or credits for purchase, 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. There is currently no regulatory method for verifying the validity of most RINs sold on the open market. We have developed a RIN integrity program to vet the RINs that we purchase, and we incur costs to audit RIN generators. Nevertheless, if any of the RINs that we purchase and use for compliance are found to be invalid, we could incur costs and penalties for replacing the invalid RINs. See Item 1. Business – Regulatory Matters for additional information on these and other regulatory compliance matters.

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 risks, such as sea-level rise or water shortages. For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes. The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations. We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks. To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows.

We conduct some of our operations through joint ventures in which we share control over certain economic and business interests with our joint venture partners. Our joint venture partners may have economic, business or legal interests or goals that are inconsistent with our goals and interests or may be unable to meet their obligations. Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any 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.

A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined petroleum products, could havehas significant and adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and could diminishdiminishes our liquidity, trigger additional impairments and negatively affectaffects 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 share price, our ability to issue equityequity, refinance existing debt or incur additional debt for acquisitions or other purposes and our ability to makepay dividends at our intended levels.

Our revolving credit facility has a variable interest rate. As a result, future interest rates on our debt could be higher than current levels, causing our financing costs to increase accordingly. In addition, we may in the future refinance outstanding borrowings under our revolving credit facility with fixed-rate indebtedness. Interest rates payable on fixed-rate indebtedness typically are higher than the short-term variable interest rates that we pay on borrowings under our revolving credit facility. We also have other fixed-rate indebtedness that we may need or desire to refinance in the future at or prior to the applicable stated maturity. A prolonged rising interest rate environment could have an adverse impact on our share price and our ability to issue equityequity, refinance existing debt or incur additional debt for acquisitions or other purposes on desirable terms, if at all. Accordingly, increases in interest rates could have a material adverse effect on our financial position, results of operations, cash flows and our ability to makepay dividends at our intended levels.

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. 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 market or supply certain products we produce. Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including:

We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Additionally, changesChanges to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility,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 regulations.regulations at the federal, state and local level. These laws and regulations continue to increase in both number and complexity and affect our business. Laws and regulations expected to become more stringent relate to the following:

•characteristics and composition of transportation fuels, including the quantityblending of renewable fuels that must be blended into transportation fuels;

The present U.S. federal income tax treatment of publicly traded partnerships, including MPLX, or an investment in MPLX common units may be modified by administrative, legislative or judicial interpretation at any time. From time to time, thethere Presidentare and members of the U.S. Congress propose and consider substantive changesproposals to 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 business, results of operations and financial condition.

Currently, multiple legislative and regulatory measures to address GHG (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation. These include actions to develop international, federal, regional or statewide programs, which could require reductions in our GHG or other emissions, establish a carbon tax and decrease the demand for refined products. Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments.

For example, California and Washington have enacted cap-and-trade programs and low carbon fuel standards. Other states are proposing, or have already promulgated, low carbon fuel standards or similar initiatives to reduce emissions from the transportation sector. If we are unable to pass the costs of compliance on to our customers, sufficient credits are unavailable for purchase, we have to pay a significantly higher price for credits, or if we are otherwise unable to meet our compliance obligation, our financial condition and results of operations could be adversely affected.

Attorneys general and other government officials may continue to pursue litigation in which they seek to recover civil damages against us on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages. Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions. For example, the Dakota Access Pipeline, in which MPLX has a minority interest, has beenis subject to, and may in the future be subject to, litigation seeking a permanent shutdown of the pipeline. There remains a high degree of uncertainty regarding the ultimate outcome of these types of proceedings, as well as their potential effect on our business, financial condition, results of operation and cash flows.

Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives. InMPC 2022, MPChas established a target to reduce Scope 1 and Scope 2 GHG emissions intensity and MPLX established a target to reduce methane emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis. We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives. Our efforts to accomplish and accurately report on these goals and objectives, which may be, in part, dependent on the actions of suppliers and other third parties, present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material negative impact, including on our reputation and stock price.

Efforts to achieve goals and targets, such as the foregoing and future internal climate-related initiatives, may increase costs, require purchase of carbon credits, or limit or impact our business plans and financial results, potentially resulting in the reduction to the economic end-of-life of certain assets and an impairment of the associated net book value, among other material adverse impacts. Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s currently stayed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics. Our failure or perceived failure to pursue or fulfill such goals and targets or to satisfy various reporting standards within the timelines we announce, or at all, could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.

We rely on a variety of systems to transport crude oil, including rail. Rail transportation is regulated by federal, state and local authorities. New regulations or changes in existing regulations could result in increased compliance expenditures. 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). These or other regulationsRegulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport the crude oil we purchase,oil, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail could increase the time required to move crude oil from production areas to our refineries, increase the cost of rail transportation and decrease the efficiency of shipments of crude oil by rail within our operations.rail. Any of these outcomes could have a material adverse effect on our business and results of operations.

In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to monitor and analyze the transportation fuels market, including the data provided under SB X1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances. The operational data reporting includes our plans for turnaround and maintenance activities at our Los Angeles refinery and Martinez renewable diesel facility and our plans to address potential impacts on feedstock and product inventories in California resulting from such turnaround and maintenance activities.

In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SB X1-2, and (ii) an order initiating rulemaking activity under SB X1-2 that will be focused on refinery maintenance and turnarounds. 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 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 including the requirement that petroleum refiners plan for resupply during scheduled maintenance. In August 2025, the CEC adopted an order requiring an informational proceeding on minimum inventory requirements and refinery maintenance resupply planning requirements.

To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin or requires that petroleum refiners maintain a minimum inventory of transportation fuels, our financial results and profitability could be adversely affected. Our results of operations, financial performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC. We cannot reasonably predict the impact that full implementation of SB X1-2 or AB X2-1 will have on our California operations or our company nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate our refineries.operate. The recently adopted legislation in California, and the future enactment of similar legislation in any of the other jurisdictions, could adversely impact our business, financial condition, results of operations and cash flows.

While we do not conduct hydraulic fracturing operations, we do provide gathering, treating, processing and fractionation services with respect to natural gas and natural gas liquidsNGLs produced by our customers as a result of such operations. Our refineries are also supplied in part with crude oil produced from unconventional oil shale reservoirs. A range of federal, state and local laws and regulations currently govern or, in some cases, prohibit hydraulic fracturing in some jurisdictions. Stricter laws, regulations and permitting processes may be enacted in the future. If federal, state and local legislation and regulatory initiatives relating to hydraulic fracturing or other oil and gas production activities are enacted or expanded, such efforts could impede oil and gas production, increase producers’ cost of compliance, and result in reduced volumes available for our midstream assets to gather, treat, process and fractionate.

We currently are defending litigation and anticipate we will be required to defend new litigation in the future. Our operations, including those of MPLX, and those of our predecessors could expose us to litigation and civil claims by private plaintiffs for alleged damages related to contamination of the environment or personal injuries caused by releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations. While an adverse outcome in most litigation matters would not be expected to be material to us, in class-action litigation, large classes of plaintiffs may allege damages relating to extended periods of time or other alleged facts and circumstances that could increase the amount of potential damages. Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from companies on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages. If we are not able to successfully defend such litigation, it may result in liability to our company that could materially and adversely affect our business, financial condition, results of operations and cash flows. In addition to substantial liability, plaintiffs in litigation may also seek injunctive relief which, if imposed, could have a material adverse effect on our future business, financial condition, results of operations and cash flows.

Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 20262027 to 2031. 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. These agreements may be renewed at an increased cost to us. In addition, we have experienced in the past, and may experience in the future, work stoppages as a result of labor disagreements. Any prolonged work stoppages disrupting operations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The Shipping Act of 1916 and Merchant Marine Act of 1920 (together, the “Maritime Laws”), generally require that vessels engaged in U.S. coastwise trade be owned by U.S. citizens. Among other requirements to establish citizenship, entities that own such vessels must be owned at least 75 percent by U.S. citizens. If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.

The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction. Our Restated Certificate of Incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts shall be, to the fullest extent permitted by law, the exclusive forum for any action asserting a claim under the Securities Act.

FutureSignificant acquisitionsacquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows.

FutureSignificant transactionsacquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, involving the addition of new assets or businesses will present risks, which may include, among others:

We are subject to extensive tax liabilities, including federal, state and local income taxes in the United States and in foreign jurisdictions, and, transactional, payroll, franchise, withholding and property taxes. 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 Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022, and the One Big Beautiful Bill Act of 2025, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows.

TheOur globalRefining macro& environmentMarketing continuessegment toresults deliverfor refined2025 productversus 2024 reflect higher realized refining margins supported by stable demand growth.and In 2024, we saw steady year-over-year demand forby gasoline and dieseldistillate andinventory growinglevels demandin forthe jetU.S. fuel.that were at or below five-year averages. Longer term, global demand growth is expected to exceedoutpace the net supply impact fromof limitedrefining capacity additions and rationalizations through the end of the decade and announced and expected refinery rationalizations.decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

We remain steadfast in our commitment to safely and reliably operate our assets and protect the health and safety of our employees. We are focused on sustainable structural changes to improve our cost competitiveness while maintaining safe and reliable operations. Our approach to sustainability spans the environmental, social and governance dimensions of our business. That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders. Specifically,We 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. This goal added to ourhave existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity and for lowering our freshwater withdrawal intensity.

We are focused on leveraging the complexity of our facilities by selecting advantaged raw materials, new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving technological improvements to advance our commercial performance. A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.

We are committed to leveraging our value chain so that we are a leader in operational, financial, and sustainability performance. Our goal is to improve value chain optimization with a more integrated and advanced approach to decision making so that each individual asset generates free-cash-flowfree cash flow back to the business and contributes to shareholder returns. With our investments, we are focused on high returning projects that we believe will enhance the competitiveness of our portfolio, including our investments in sustainable fuels and technologies that lower our carbon intensity as the global energy mix evolves.

Midstream Growth Transactions

See Item 8. Financial Statements and Supplementary Data – Note 145 for additional information on thesethe transactions.sale of the Rockies.

Net income attributable to MPC increased $602 million, or $3.14 per diluted share, in 2025 compared to 2024. Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, 2024.2025.

We received limited partner distributions of $2.27$2.56 billion and $2.06$2.27 billion from MPLX during 20242025 and 2023,2024, respectively. We owned approximately 647 million MPLX common units at December 31, 20242025 with a market value of $30.99$34.55 billion based on the December 31, 20242025 closing unit price of $47.86.$53.37. On January 22,29, 2025,2026, MPLX declared a quarterly cash distribution of $0.9565$1.0765 per common unit, which was paid February 14,17, 2025.2026. As a result, MPLX made distributions totaling $972$1.09 millionbillion to its common unitholders.unitholders for the fourth quarter of 2025. MPC’s portion of these distributions was approximately $619$697 million.

During the year ended December 31, 2024,2025, MPLX repurchased approximately 8 million MPLX common units at an average cost per unit of $43.04$51.58 and paid $326approximately $400 million of cash. As of December 31, 2024,2025, $520$1.12 millionbillion remained available under the authorizationauthorizations for future repurchases.

•the potential impact of LIFO charges due to changes in historic inventory levelsadjustments; and

•the cost of purchasing RINs in the open market to comply with RFS2RFS requirements.

Our Midstream segment also gathers, treats, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.

Net income attributable to MPC decreasedincreased $6.24$602 billionmillion in 20242025 compared to 2023, primarily2024, due to lowerthe Refining & Marketing margins, partially offset by a decreased provision for income taxes.following:

•decreased net gainsgain 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

We recorded a combined federal, state and foreign income tax expenseprovision of $890 million for the year ended December 31, 2024, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests. We recorded a combined federal, state and foreign income tax expenseprovision of $2.82 billion for the year ended December 31, 2023, which was lower than the tax computed at the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.

Our Refining & Marketing segment results for the firstsecond quarter of 2026 versus the firstsecond quarter of 2025 reflect higher realized refining margins supported by stable demand and higher global product prices,prices partially offsetdriven by derivativeglobal lossescrude relatedoil tosupply ourdisruptions economicas hedginga program.result of increasing regional conflicts, particularly in the Middle East. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

Our Midstream segment results for the firstsecond quarter of 2026 versus the firstsecond quarter of 2025 were impacted by derivative losses resulting from increased market volatility as well asreflect previously announced acquisition and divestiture activity as we continue to optimize our assets and execute on progressing our growthstrategic strategies in the Permian and Northeast.initiatives. We believe our Midstream business is well positioned to meet growing global demand for U.S. energy through the advancement of MPLX’s wellhead-to-water strategy and has significant opportunities to support the development plans of its producer customers.

In Marchthe first and second quarters of 2026, the U.SU.S. Department of Energy (“DOE”) accepted MPC’s bidbids to exchange crude oil barrels with the Strategic Petroleum Reserve (“SPR”). Under the arrangement,arrangements, the SPR agreed to deliver 7.7approximately 22 million barrels to MPC in the second quarter ofthroughout 2026 and MPC agreed to return approximately 9.427 million barrels overbeginning anin estimated periodApril of time2027 inthrough 2028.July of 2029.

On May 5, 2026, we announced that our board of directors approved an additional $5.0 billion share repurchase authorization. The share repurchase authorization has no expiration date. Future repurchases under the authorization will depend on the macro environment, cash available after opportunities for capital investment and growth of the businessbusiness, and market conditions. As of MarchJune 31,30, 2026, MPCwe had $3.63$6.13 billion remaining under itsthe share repurchase authorization, which does not include the additional $5.0 billion authorization described above.authorizations.

See Note 8 and Note 23 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.

Net income (loss) attributable to MPC was $511$5.14 million,billion, or $1.73$17.73 per diluted share, for the firstsecond quarter of 2026 compared to $(74)$1.22 million,billion, or $(0.24)$3.96 per diluted share, for the firstsecond quarter of 2025 and $5.65 billion, or $19.30 per diluted share, in the first six months of 2026 compared to $1.14 billion, or $3.68 per diluted share, in the first six months of 2025.

Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025 and the first six months of 2026 compared to the first six months of 2025.

We owned approximately 647 million MPLX common units as of MarchJune 31,30, 2026, with a market value of $36.95$36.47 billion based on the MarchJune 31,30, 2026 closing price of $57.07$56.33 per common unit. On AprilJuly 28, 2026, MPLX declared a quarterly cash distribution of $1.0765 per common unit, payable on MayAugust 15,14, 2026 to unitholders of record on MayAugust 8,7, 2026. MPC’s portion of this distribution is approximately $697 million.

We received limited partner distributions from MPLX of $697$1.39 millionbillion in the threesix months ended MarchJune 31,30, 2026 and $619$1.24 millionbillion in the threesix months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026, MPLX repurchased approximately 12 million MPLX common units at an average cost per unit of $56.63$56.32 and paid $50$100 million of cash for the repurchased common units. As of MarchJune 31,30, 2026, approximatelyMPLX $1.07had $1.02 billion remained availableremaining under authorizations for futurethe unit repurchases.repurchase authorizations.

Our Midstream segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products, principally for our Refining & Marketing segment. Additionally, the segment markets refined products. The profitability of our pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of our marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our light product terminal operations primarily depends on the throughput volumes at these terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments on our pipelines and marine vessels and the refined product throughput at our terminals serve our Refining & Marketing segment andwhile our refining logistics assets and fuels distribution services are used solely by our Refining & Marketing segment. As discussed above in the Refining & Marketing section, MPLX, which is reported in our Midstream segment, has various long-term, fee-based commercial agreements related to services provided to our Refining & Marketing segment. Under these agreements, MPLX has received various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

Net income attributable to MPC increased $585$3.92 millionbillion in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily due to the following:

•increased sales and other operating revenues of $2.68$18.2 billion mainly due to an increase in Refining & Marketing segment average refined product sales prices of $0.15$1.12 per gallon and increased refined product sales volumes of 1057 mbpd; and

•decreasedincreased income from equity method investments of $54$44 million largely due to decreasedincreased income from our Martinez Renewables JV of $46$21 million asand aMidstream resultequity method investments of planned$14 turnaround activity; andmillion.

•Costs and expenses increased $13.11 billion primarily due to increased cost of revenues of $1.90$13.04 billion mainly due to increased crude costs and finished product purchases and unrealized derivative losses related to our economic hedging program; andpurchases.

•increased selling, generalsales and administrativeother expensesoperating revenues of $84$20.88 millionbillion primarilymainly due to quarterlyan fair-valueincrease remeasurementin Refining & Marketing segment average refined product sales prices of outstanding$0.66 performance-basedper stock compensation of $42 milliongallon and increased employeerefined relatedproduct costssales volumes of $3455 million.mbpd; and

Net interest and other financial costs increased $66$87 million largely due to increased interest expense, primarily due to higher MPLX borrowings, andpartially decreasedoffset by increased interest income.income and capitalized interest.

Net income attributable to noncontrolling interests decreased $80$74 million mainly due to a decrease in MPLX’s net income in the first quartersix months of 2026. See further discussion in the Midstream Segment Results-MidstreamResults section.

Our segment adjusted EBITDA for reportable segments was $3.01$11.70 billion and $2.17$5.68 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

The following includes key financial and operating data for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 and the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Refining & Marketing segment adjusted EBITDA increased $888$4.77 millionbillion mainly due to increased per barrel margins, partially offset by increased refining operating and distribution costs, both excluding depreciation and amortization.margins. Refining & Marketing segment adjusted EBITDA was $5.37$24.84 per barrel for the firstsecond quarter of 2026, versus $1.91$6.79 per barrel for the firstsecond quarter of 2025.

Refining & Marketing margin was $17.74$36.33 per barrel for the firstsecond quarter of 2026 compared to $13.38$17.58 per barrel for the firstsecond quarter of 2025.2025, Resultsprimarily benefiteddue fromto higher crack spreads, partially offset by unrealized derivative losses related to our economic hedging program.spreads. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $1.3$4 billion on Refining & Marketing margin for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net negativepositive effect of approximately $200$800 million on Refining & Marketing segment adjusted EBITDA in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs and included in Refining & Marketing margin were $593$683 million and $354$314 million in the firstsecond quarter of 2026 and 2025, respectively. The increase in the firstsecond quarter of 2026 was mainly due to increased RIN obligations, lower RINs generated and acquired from our Martinez Renewables JV due to turnaround activity and higher RIN costs.costs and blending requirements, partially offset by lower RIN sales and obligated volume in addition to increased RINs generated.

For the three months ended MarchJune 31,30, 2026, refining operating costs, excluding depreciation and amortization, increased $127$45 million, or $0.49$0.38 per barrel, largely due to increased projectmajor relatedmaintenance expenseand associatedengineered withprojects increasedconducted during turnaround activityactivity, duringpartially theoffset quarter.by lower energy costs.

Distribution costs, excluding depreciation and amortization, increased $103$38 million, or $0.39$0.36 per barrel, and include fees paid to MPLX. The change in the firstsecond quarter of 2026 primarily reflects rate increasesincreases, andpartially increasedoffset by a decrease in third party marine costs.

The following includes key financial and operating data for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 and the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

In the firstsecond quarter of 2026, Midstream segment adjusted EBITDA decreasedincreased $122$137 million mainly due to decreasedincreased sales and operating revenues of $86$295 million. These decreasesincreases were primarily driven by derivativeincreased lossesrates and throughputs, including growth from equity affiliates and acquisitions, partially offset by the divestiture of $77non-core million in the first quarter of 2026gathering and aprocessing $37 million non-recurring benefit associated with a customer agreement in the first quarter of 2025, with acquisition and divestiture activity also having an impact.assets.

The following includes key financial and operating data for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 and the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Renewable Diesel segment revenues decreasedincreased $47$620 million, primarily due to decreasedhigher sales prices and increased renewable diesel sales volume of 18091 thousand gallons per day, due to decreased utilization from planned turnaround activity at our Martinez Renewables JV in the first quarter of 2026, partially offset by higher sales prices.day. Renewable Diesel segment adjusted EBITDA increased $80$277 million, primarily due to an increase in Renewable Diesel margin,margin whichfrom was $133$321 million for the firstsecond quarter of 2026 compared to $26$49 million for the firstsecond quarter of 2025, in addition to recognition of clean fuel production tax credits due to clarity on 45Z regulation. This was partially offsetdriven by decreasedimproved utilizationregulatory duecredit to planned downtime at our Martinez Renewables JV.values.

See “Non-GAAP Financial Measures” section for a reconciliation of Renewable Diesel margin.

(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $24$25 million and $18$17 million for the firstsecond quarter of 2026 and 2025, respectively, and $49 million and $35 million for the six months ended June 30, 2026 and 2025, respectively.

InCorporate expenses increased $77 million in the first quartersix months of 2026, corporate expenses increased $64 million2026 primarily due to the fair-value remeasurement of outstanding performance-based stock compensation of $23$25 million driven by recent stock performance as well asperformance, environmental remediation expense related to historical operations at the Martinez refinery of $21$23 million and increased employee related costs of $18 million.

Items not allocated to segments of $32 million in the first quartersix months of 2026 are the recognition of 2025 clean fuel production tax credits as a result of proposed regulatory guidance issued in February 2026, which clarified the qualification criteria for 45Z credits.

Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products.products, which includes impacts from derivative activity. We use and believe our investors use this non-GAAP financial measure to evaluate our Refining & Marketing segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins. This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

Renewable Diesel margin is defined as sales revenue plus value attributable to qualifying regulatory credits earned during the period less cost of renewable inputs and costs for purchased productproduct, costs.including from our Martinez Renewables JV. We use, and believe our investors use, this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance. This measure should not be considered a substitute for, or superior to, Renewable Diesel gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.

Our consolidated cash and cash equivalents balance was approximately $2.15$7.77 billion at MarchJune 31,30, 2026 compared to $3.67 billion at December 31, 2025. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.

Net cash provided by operating activities increased $1.19$8.87 billion in the first threesix months of 2026 compared to the first threesix months of 2025. The change in net cash provided by operating activities was primarily due to an increase in operating results and a favorable change in working capital of $501$4.23 million,billion, when comparing the change in working capital in both periods.