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

•our ability to increase fees enough to cover costs incurred under our gathering, treating, processing, transmission, transportation, fractionation, stabilization and storage agreements;

A significant decrease in crude oil and natural gas production in our areas of operation may adversely affect our business, financial condition, results of operations and cash available for distribution.

Fluctuations in energy prices can negatively affect drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves. The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and localregional demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, alternative energy sources such as wind, solar and other renewable energy technologies, economic and political conditions domestically and internationally and governmental regulations. Sustained periods of low energy prices could result in producers deciding to limit their oil and gas drilling operations, which could substantially delay the production and delivery of volumes of oil, natural gas and NGLs to our facilities and adversely affect our revenues and cash available for distribution.

This impact may also be exacerbated in circumstances where our compensation for services is commodity-based, which are more directly impacted by changes in natural gas and NGL prices than our fee-based contracts due to frac spread exposure and may result in operating losses when natural gas becomes more expensive on a Btu equivalent basis than NGL products. In addition, our purchase and resale of natural gas and NGLs in the ordinary course exposes us to significant risk of volatility in natural gas or NGL prices due to the potential difference in price at the time of the purchasespurchase and then the subsequent sales.sale. The significant volatility in natural gas, NGL and crude oil prices could adversely impact our unit price, thereby increasing our distribution yield and cost of capital. Such impacts could adversely impact our ability to execute our long-term organic growth projects, satisfy our obligations to our customers, and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments.

We may not be able to accurately estimate expected production volumes of our producer customers. Furthermore, we may have only limited crude oil, natural gas, NGL or refined product supplies committed to any new facility prior to its construction. We may constructbuild new facilities tobased captureon anticipatedexpected futureproduction growth in production or satisfy anticipated market demanddemand. whichIf doesthese expectations are not materialize,met, the facilities may be underutilized or may not operate as planned, or the facilities may be underutilized.planned. In order to attract additional crude oil, natural gas, NGL or refined product supplies from a customer, we may be required to order equipment and facilities, obtain rights of way or other land rights or otherwise commence construction activities for facilities that will be required to serve such customer’s additional supplies prior to executing agreements with the customer. If such agreements are not executed, we may be unable to recover such costs and expenses. Additionally, new facilities may not be able to attract enough crude oil, natural gas, NGLs or refined products to achieve our expected investment return. Alternatively, crude oil, natural gas, NGL or refined product supplies committed to facilities under construction may be delivered prior to completion of such facilities. In such event, we may be required to temporarily utilize third-party facilities to offload crude oil, natural gas, NGLs or refined products, which may increase our operating costs and reduce our cash available for distribution.

We depend on third parties for the crude oil, natural gas and refined products we gather, transport and store, the natural gas we process, and the NGLs we fractionate and stabilize at our facilities, and a reduction in these quantities could reduce our revenues and cash flow.

A significant portion of our supply of crude oil, natural gas, NGLs and refined products comes from a limited number offew key producers/suppliers, who may be under no obligation to deliver a specificminimum volume to our facilities.volume. If any of these significant suppliers, or a significant number ofseveral smaller producers, were to decrease the supply of crude oil, natural gas, NGLs or refined products to our systems and facilities for any reason, we could experience difficulty in replacing those lost volumes. In some cases, the producers or suppliers are responsible for gathering or delivering oil, natural gas, NGLs or refined products to our facilities or we rely on other third parties to deliver volumes to us on behalf of the producers or suppliers. If such producers, suppliers or other third parties are unable, or otherwise fail to, deliver the volumes to our facilities, or if our agreements with any of these third parties terminate or expire such that our facilities are no longer connected to their gathering or transportation systems or the third parties modify the flow of natural gas or NGLs on those systems away from our facilities, the throughput on and utilization of our facilities may be reduced, or we may be required to incur significant capital expenditures to construct and install gathering pipelines or other facilities to be able to receive such volumes. BecauseSince most of our operating costs are primarily fixed, a reduction in thedelivered volumes deliveredlowers to us would result not only in a reduction of revenues, but also a decline inrevenue, net income and cash flow.

As a consequence of the increase in competition in the industry, as well as the volatility of natural gas prices, end-users and utilities are reluctant to enter into long-term purchase contracts. Many end-userscustomers purchase natural gas from moremultiple than one natural gas companysuppliers and havecan the ability to changeswitch providers ator any time. Some of these end-users also have the ability toeven switch between gas andto alternative fuels inwhen responseprices to relative price fluctuations in the market.fluctuate. Because therewe arecompete numerouswith many companies of greatly varying size and financial capacity that compete with usresources in the marketing of natural gas,gas market, we often compete in the end-user and utilities markets primarilyrely on the basis of price. TheIf inabilitymanagement ofcannot renew contracts or adapt to market changes, our managementprofitability tomay renewbe or replace our current contracts as they expire and to respond appropriately to changing market conditions could affect our profitability.impacted.

The fees charged to third parties under our gathering, treating, processing, transmission, transportation, fractionation, stabilization and storage agreements may not escalate sufficiently to cover increases in costs, or the agreements may not be renewed or may be suspended in some circumstances.

Our costs may increase at a rate greater than the fees we charge to third parties. Furthermore, third parties may not renew their contracts with us. Additionally, some third parties’ obligations under their agreements with us may be permanently or temporarily reduced due to certain events, some of which are beyond our control, including force majeure events wherein the supply of natural gas, NGLs, crude oil or refined products are curtailed or cut-off due to events outside our control, and in some cases, certain of those agreements may be terminated in their entirety if the duration of such events exceeds a specified period of time. If the escalation of fees is insufficient to cover increased costs, or if third parties do not renew or extend their contracts with us, or if third parties suspend or terminate their contracts with us, our financial results would suffer.

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, 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 operate, 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 actors, 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 systemssystems, 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 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 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. 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.

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.

Our and our customers’ 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.

Increases in interest rates could adversely impact our unit price, our ability to issue equity or incur additional debt for acquisitions or other purposes or refinance existing debt and our ability to make distributions at our intended levels.

Our revolving credit facility and our loan agreement with MPC have variable interest rates. 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 ability to issue equity, refinance existing debt or incur additional debt for acquisitions or other purposes on favorable terms, if at all. Accordingly, increases in interest rates could adversely impact our business, financial conditions, results of operations, cash flows and our ability to make distributions at our intended levels.

As with other yield-oriented securities, our unit price will be impacted by our cash distributions and the implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price and our ability to issue equity or incur debt for acquisitions or other purposes and to make distributions at our intended levels.price.

We are subject to risks of loss resulting from non-payment or non-performance by our customers, which risks may increase during periods of economic uncertainty. Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. This risk is further heightened during sustained periods of declines of natural gas, NGL and crude oil prices. To the extent any of our customers are in financial distress or commence bankruptcy proceedings, our contracts with them, including provisions relating to dedications of production, may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. If a contract with a customer is altered or rejected in bankruptcy proceedings, we could lose some or all of the expected revenues associated with that contract. Any such material non-payment or non-performance could reducehave a material adverse effect on our abilitybusiness, tofinancial makecondition, distributionsresults toof ouroperations unitholders.and cash flows.

We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards. Uninsured liabilities arising from operating hazards such as explosions, fires, pipeline releases, cybersecurity breaches or other incidents involving our assets or operations can reduce the funds available to us for capital and investment spending and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions. In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates.

As of December 31, 2024,2025, our balance sheet reflected $7.6$8.8 billion and $518$1.4 millionbillion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

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:

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 liquids produced by our customers as a result of such operations. 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.

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.

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 we have 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. InMPLX 2022, MPLXhas established a target to reduce methane emissions intensity and MPC, MPLX’s largest customer, has established a target to reduce GHG emissions.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 unit 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, unit price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.

Some states have adopted regulations similar to existing PHMSA regulations for intrastate gathering and transmission lines. The adoption of additional laws or regulations that apply more comprehensive or stringent safety standards to gas, NGL, crude oil and refined product lines or other facilities, or the expansion of regulatory inspections by regulators, could require us to install new or modified safety controls, pursue added capital projects, make modifications or operational changes, or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased capital and operational costs or operational delays that could be significant and have a material adverse effect on our business, financial position orposition, results of operationsoperations, cash flows and our ability to make distributions to our unitholders.

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:

In addition, significant stockholders of MPC may attempt to effect changes at MPC or acquire control of the company, which could impact the pursuit of MPC’s business strategies. Campaigns by stockholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. As a result, stockholder campaigns at MPC could directly or indirectly adversely affect our results of operations and financial condition and our ability to sustain or increase distributions to our unitholders.

Rating agencies have in the past, and may in the future, change MPLX’s credit ratings or credit outlook following developments at MPC. If these ratings are lowered in the future, the interest rate and fees MPC pays on its credit facilities may increase. Credit rating agencies will likely consider MPC’s debt ratings when assigning ours because of MPC’s ownership interest in us, the significant commercial relationships between MPC and us, and our reliance on MPC for a portion of our revenues. If one or more credit rating agencies were to downgrade the outstanding indebtedness of us or MPC, we could experience an increase in our borrowing costs or difficulty accessing the capital markets. Such a development could adversely affect our abilitybusiness, tofinancial growpositions, results of operations, cash flows and our business andability to make distributions to our unitholders.

In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year. However, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” isgenerally generallybecame limited to the sum of our business interest income and 30 percent of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, our adjusted taxable income iswas also computed without regard to any depreciation or amortization. The Tax Cuts and Jobs Act provided that for taxable years beginning on or after January 1, 2022, adjusted taxable income would need to be computed taking into account any depreciation or amortization for this purpose, but the One Big Beautiful Bill Act, passed on July 4, 2025, reversed this change, and we may again add back depreciation and amortization in computing adjusted taxable income.

•provides that our general partner will not be in breach of its obligations under our Partnership Agreement or any of its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our Partnership Agreement.

Under our Partnership Agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our omnibus agreements or our employee services agreements, our general partner determines the amount of these expenses. Under the terms of the omnibus agreements, we will be required to reimburse MPC for the provision of certain general and administrative services to us. Under the terms of our employee services agreements, we have agreed to reimburse MPC or its affiliates for the provision of certain operational and management services to us in support of our facilities. Our general partner and its affiliates also may provide us other services for which we will be charged fees as determined by our general partner. Payments to our general partner and its affiliates are substantial and reduce the amount of cash available for distribution to unitholders.

We are a diversified, large-cap MLP formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. Our assets include a network of crude oil and refined product pipelines; an inland marine business; light-product, asphalt, heavy oil and marine terminals; storage caverns; refinery tanks, docks, loading racks and associated piping; crude oil and natural gas gathering systems and pipelines; as well as natural gas and NGL processing and fractionation facilities. The business consists of two segments based on the product-based value chain each supports: Crude Oil and Products Logistics and Natural Gas and NGL Services. Our assets are positioned throughout the United States. The Crude Oil and Products Logistics segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products,products and renewables. The Crude Oil and Products Logistics segment also includes the operation of our refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities and storage caverns. The Natural Gas and NGL Services segment provides gathering, treating, processing and transportation of natural gas as well as the transportation, fractionation, storage and marketing of NGLs.

•In MarchJune 2024,2025, acquired an additional ownershipfive percent interest in existingthe joint venturesventure that owns and gathering assets inoperates the UticaMatterhorn basinExpress (“Utica Midstream Acquisition”).Pipeline.

Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of our ongoing business operations. Additionally, we believe adjusted EBITDA provides useful information to investors for trending, analyzing and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures. We define Adjusted EBITDA as net income adjusted for: (i) provision for income taxes; (ii) net interest and other financial costs; (iii) depreciation and amortization; (iv) income/(loss) from equity method investments; (v) distributions and adjustments related to equity method investments; (vi) impairment expense; (vii) noncontrolling interests; (viii) transaction-related costs; and (viiiix) other adjustments, as applicable.

We believe that the presentation of Adjusted EBITDA, DCF, Adjusted FCF and Adjusted FCF after distributions provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities while the GAAP measure most directly comparable to Adjusted FCF and Adjusted FCF after distributions is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP financial measures should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because non-GAAP financial measures may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -– Results of Operations. For a reconciliation of Adjusted FCF and Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -– Liquidity and Capital Resources.

During the normal course of business, we amend or modify our contractual agreements with customers. These amendments or modifications require the agreements to be reassessed under ASU No. 2016-02, Leases (“ASC 842”),GAAP, which can impact the classification of revenues or costs associated with the agreement. These reassessments may impact the comparability of our financial results.

(31) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.

(23)Includes unrealized derivative gaingains and/(loss),or losses, equity-based compensation and other miscellaneous items.

(34)Represents Net interest and other financial costs excluding gaingains and/lossor losses on extinguishment of debt and amortization of deferred financing costs.

(1) Represents Net interest and other financial costs excluding gaingains and/lossor losses on extinguishment of debt and amortization of deferred financing costs.

Net income attributable to MPLX increased $389$595 million in 20242025 compared to 20232024 primarily due to a $484 million gain from the BANGL Acquisition, annual fee escalations, higher throughputs and benefits from recent acquisitions.

Total revenues and other income increased by $652$1.1 millionbillion in 20242025 compared to 20232024 primarily due to:

•Increased Service revenue of $426$342 million primarily due $170$132 million of incremental revenues from recent acquisitions, including the Torñado Acquisition and the Utica Midstream Acquisition, $157 million due to crude oil and products logistics tariff and other fee escalationsincreases, $96 million from recent acquisitions, $93 million of higher pipeline throughput and highera natural$37 gasmillion andbenefit NGLfrom volumesa andFERC throughputtariff feeruling ratesissued ofin $84November million.2025.

•LowerIncreased Sales-typeRental lease revenueincome of $25$45 million primarily due to changes in the presentation of lease income between sales-type lease revenue, service revenue,revenue and rental income and sales-type lease revenue as a result of lease contract modifications.modifications, and annual fee escalations related to our refining logistics assets.

•IncreasedDecreased Income from equity method investments of $202$105 million primarily driven by a $151 million gain in the 2024 period related to the dilution of our ownership interest in connection with the formation of a new joint venture to strategically combine the Whistler Pipeline and the Rio Bravo Pipeline project (the “Whistler Joint Venture Transaction,Transaction”), partially offset by increased throughput and fee rates in certain processing and pipeline joint ventures and $12a $25 million ofgain incremental income fromin the Uticafirst Midstreamhalf Acquisitionof partially2025 offset by a $32 million decrease duerelated to the Torñadoformation Acquisition.of a new joint venture, Texas City Logistics LLC. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

•DecreasedIncreased PurchasedOther product costsincome of $37$136 million primarily due to lowera Southwest NGL volumes of $54$159 million gain from the Rockies divestiture, partially offset by higherlower NGLinsurance pricesproceeds of $19$41 million.

•Increased Depreciation and amortization of $70$68 million primarily due to incremental depreciation associated with assetsrecent acquired in the Torñado Acquisition and the Utica Midstream Acquisitionacquisitions as well as other assets placed in service in 2024.2025.

SEGMENT REPORTINGRESULTS

We evaluate the performance of our segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) impairment expense; (vi) noncontrolling interests; (vii) transaction-related costs; and (viiviii) other adjustments, as applicable. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

The tables below present additional financial information forabout our reportedreportable segments for the years ended December 31, 2024,2025, 20232024 and 2022.2023.

(1) The yearsyear ended December 31, 2024 andincludes 2022a include contributionscontribution of $92 million and $60 million, respectively, to a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”), to fund our share of debt repayments by the joint venture.

Total segment revenues and other income increased $450$236 million in 20232025 compared to 2022.2024. The increase was primarily driven by higher$132 pipelinemillion ratesof tariff and other fee increases, $93 million of increased pipeline throughputthroughput, ofa approximately$37 $228million million,benefit refiningfrom logisticsa FERC tariff ruling issued in November 2025, $21 million from the March 2025 Whiptail Midstream, LLC acquisition and storage$14 fee escalationsmillion of approximately $94 million, higher terminal throughput and additional marine equipment in operation.operation, partially offset by lower insurance proceeds of $41 million. Income from equity method investments alsodecreased increased $73$26 million in 20232025 compared to 20222024, dueprimarily todriven higherby lower throughput on certain equity method investment pipeline systems. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

(1)The year ended December 31, 2024 includes a $151 million gain related to the dilution of ownership interest in connection with the Whistler Joint Venture Transaction. The year ended December 31, 2023 includes a $92 million gain on remeasurement of our existing equity interest in Torñado in conjunction with the purchase of the remaining joint venture interest in 2023. See Item 8. Financial Statements and Supplementary Data -– Note 4 for additional information. The year ended December 31, 2022 includes a $509 million gain on a lease reclassification. See Item 8. Financial Statements and Supplementary Data - Note 21 for additional information.

Significant financial highlights for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 are shown in the chart below. Refer to the Non-GAAP Financial Information, the Results of Operations and the Liquidity and Capital Resources sections for further information.

•First-quarterSecond-quarter net income attributable to MPLX of $912$1.1 millionbillion and net cash provided by operating activities of $1.3$1.7 billion

•Adjusted EBITDA attributable to MPLX of $1.7$1.8 billion and distributable cash flow of $1.5 billion, reflectingenabling executionthe return of strategic$1.1 prioritiesbillion of capital

(2) Represents Net interest and other financial costs excluding gain/(loss) on extinguishment of debt and amortization of deferred financing costs.

(1) Represents Net interest and other financial costs excluding gains and/or (losses) on extinguishment of debt and amortization of deferred financing costs.

Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025

Net income attributable to MPLX decreasedincreased $214$29 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Total revenues and other income decreasedincreased $86$309 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily due to:

•Increased CostProduct related revenue of revenues of $13$201 million primarily due to $36higher millionNGL sales volumes in the Southwest of higher$124 million, NGL prices in the Southwest, Marcellus and Southern Appalachia of $101 million, and net operatingderivative costs and repairs and maintenance costs and $25 millionimpacts of incremental$17 operatingmillion. costsThese asincreases a result of recent acquisitions,were partially offset by $50$44 million due to the Rockies divestiture.

•Increased Depreciation and amortizationCost of $32revenues of $36 million primarily due to $24 million of incremental depreciationoperating associatedcosts withas a result of recent acquisitions,acquisitions and $11 million of higher net operating costs and repairs and maintenance costs, partially offset by a$10 decreasemillion due to the Rockies divestiture.

The tables below present additional financial information about our reported segments for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

FirstSecond Quarter Crude Oil and Products Logistics Segment Financial Highlights (in millions)

Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025

Total segment revenues and other income increased $28$53 million in the firstsecond quarter of 2026 compared to the same period of 2025. This was primarily driven by $57$77 million offrom rateincreased rates and fee increasesfees across all business units, partially offset by $23 million in lower pipeline throughput of $29 million.throughputs.

Segment Adjusted EBITDA increased $14$23 million in the firstsecond quarter of 2026 compared to the same period of 2025. The increase was primarily driven by $57$77 million offrom rateincreased rates and fee increasesfees across all business units, partially offset by $23 million in lower pipeline throughput of $29 million andthroughputs, increased operating costs of $12$18 million driven primarily by higher employee costs from MPC.MPC, as well as impacts from equity method investments period over period.

FirstSecond Quarter Natural Gas and NGL Services Segment Financial Highlights (in millions)

Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025

Total segment revenues and other income decreasedincreased $114$256 million in the firstsecond quarter of 2026 compared to the same period of 2025. Revenues in the firstsecond quarter of 2026 decreasedincreased $119$124 million due to lowerhigher NGL sales volumes in the Southwest, $101 million due to higher NGL prices in the Southwest, Marcellus and Southern Appalachia, $123$39 million from increased throughput volumes and prices in the Marcellus and Southwest, contributions from recent acquisitions of $34 million, and $17 million due to derivative impacts. These increases were partially offset by $81 million due to the Rockies divestiture,divestiture. $51Income millionfrom equity method investments increased $17 million, primarily due to a change in derivative valuation and $34 million due to the absence of a non-recurring benefit associated with a customer agreement in 2025. These decreases were partially offset by higher volumes in the Southwest of $142 million, contributions from recent acquisitions of $36 million and increased throughput and fee rates in thecertain Marcellus of $30 million. Income from equity method investments decreased $10 million, primarily due to a $25 million gain in the first quarter of 2025 related to the formation of a new joint venture, Texas City Logistics LLC, partially offset by increased revenueprocessing and derivative gains in certain pipeline joint ventures.ventures in addition to derivative impacts. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

Segment Adjusted EBITDA decreasedincreased $42$62 million in the firstsecond quarter of 2026 compared to the same period of 2025. This decreaseincrease is primarily due to thecontributions absencefrom recent acquisition of a$42 $37million, higher volumes of $25 million non-recurring benefit associated with a customer agreementprimarily in 2025,the $42Marcellus, $22 million of impacts from equity method investments, and $23 million from rate escalations and product margin impacts. These increases were partially offset by $37 million due to the Rockies divestiture, $24$9 million due to lower NGL pricing inclusive of derivative impacts, and $11$8 million due to higher operating expenses, partially offset by impacts from equity method investments of $34 million and contributions from recent acquisitions of $35 million as well as increased volumes.expenses.

(3) In addition to the amounts presentedpresented, Northwindsour Midstreamgas treated volumevolumes duringfor both the three and six months ended MarchJune 31,30, 2026 waswere 152 MMcf/d.

(6) Purity ethane makes up approximately 249276 mbpd and 271250 mbpd of MPLX LP consolidated total fractionated products for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively, and approximately 262 mbpd and 260 mbpd of total fractionated products for the six months ended June 30, 2026 and June 30, 2025, respectively. Purity ethane makes up approximately 271303 mbpd and 294268 mbpd of MPLX LP Operated total fractionated products for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively, and approximately 287 mbpd and 281 mbpd of total fractionated products for the six months ended June 30, 2026 and June 30, 2025, respectively.

The following table presents MPLX’s income from equity method investments for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

(1) The threesix months ended MarchJune 31,30, 2025 includes a $25 million gain related to the formation of a new joint venture, Texas City Logistics LLC.