mpc-20251029
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 2025
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Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-35054 | 27-1284632 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
539 South Main Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (419) 422-2121
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $.01 | MPC | New York Stock Exchange | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
Emerging growth company ☐
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||
☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On October 29, 2025, the board of directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) elected Maryann T. Mannen, President and Chief Executive Officer and member of the Board, as Chairman of the Board, effective as of January 1, 2026 (the “Effective Date”). Ms. Mannen will assume the role of Chairman of the Board in addition to her current responsibilities.
Ms. Mannen will succeed Michael J. Hennigan, who notified the Company on October 29, 2025 of his intention to retire as Executive Chairman and as a member of the Board as of the Effective Date. The Company’s mandatory retirement policy (the “Policy”), which previously required an executive officer to retire coincident with, or immediately following, the first of the month after reaching age 65, was waived as to Mr. Hennigan upon his election as Executive Chairman effective August 1, 2024. The Policy has since been rescinded by the Board.
With the retirement of Mr. Hennigan, the size of the Board will be decreased to 11 directors as of the Effective Date.
| Item 8.01 | Other Events. | ||||
On November 4, 2025, the Company issued a press release announcing the changes reported above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| Press release issued by Marathon Petroleum Corporation on November 4, 2025 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marathon Petroleum Corporation | |||||||||||
| Date: November 4, 2025 | By: | /s/ Molly R. Benson | |||||||||
| Name: Molly R. Benson | |||||||||||
| Title: Chief Legal Officer and Corporate Secretary | |||||||||||