Every material Form 8-K Marathon Petroleum has filed with the SEC since August 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Marathon Petroleum Corp. reported third-quarter 2026 net income attributable to the company of $7.4 billion, or $26.59 per diluted share, up from $1.4 billion a year earlier, driven by higher market crack spreads. The company returned $3.3 billion of capital to shareholders and announced a 10% increase in its quarterly dividend alongside an incremental $5 billion share repurchase authorization. Additionally, MPC announced the $4.2 billion divestiture of its St. Paul Park and Mandan refineries and related midstream assets.
Third-quarter 2026 net income attributable to MPC was $7.4 billion, or $26.59 per diluted share, compared with $1.4 billion, or $4.51 per diluted share, in the third quarter of 2025.
Adjusted EBITDA reached $11.7 billion for the third quarter of 2026, up from $3.2 billion in the same period last year.
MPC announced the $4.2 billion divestiture of the St. Paul Park and Mandan refineries and related midstream assets, expected to close at the end of 2026.
The board approved an incremental $5 billion share repurchase authorization and a 10% increase in the quarterly dividend.
Marathon Petroleum Corp. (MPC) said its board increased to eleven members and elected David E. Constable, former Chairman and CEO of Fluor Corporation, as a director effective March 1, 2027. He will serve on the Compensation and Organization Development Committee and the Sustainability and Public Policy Committee, and receive the same non-employee director pay described in the company's March 16, 2026 proxy statement.
Board election announced by the Board on October 28, 2026; effective March 1, 2027
Board size increases from ten to eleven members
Constable previously led Fluor Corporation as Chairman and CEO and Sasol Ltd. as CEO from 2011 to 2016
Constable joins the Compensation and Organization Development and Sustainability and Public Policy committees
Marathon Petroleum (MPC) reported second-quarter 2026 net income attributable to MPC of $5.1 billion, or $17.73 per diluted share, up from $1.2 billion, or $3.96 per diluted share, a year earlier. Adjusted EBITDA rose to $8.5 billion from $3.3 billion, driven mainly by the Refining & Marketing segment, and the company returned over $2.8 billion to shareholders in the quarter.
Q2 2026 net income attributable to MPC of $5.1 billion, or $17.73 per diluted share, versus $1.2 billion, or $3.96 per diluted share, in Q2 2025
Adjusted EBITDA of $8.5 billion versus $3.3 billion; Refining & Marketing segment adjusted EBITDA was $6.7 billion versus $1.9 billion
MPLX 2026 growth capital spending outlook raised by $500 million to $2.9 billion; MPC had $7.8 billion of cash and $6.1 billion remaining under buyback authorizations
Marathon Petroleum reported first-quarter 2026 net income attributable to MPC of $511 million, or $1.73 per diluted share, compared with a net loss of $(74) million, or $(0.24) per share, a year earlier. The Board also approved an incremental $5 billion share repurchase authorization, which would bring the total available to $8.6 billion as of March 31, 2026, if added to the $3.6 billion already available.
Net income attributable to MPC was $511 million ($1.73 per diluted share), versus a net loss of $(74) million in Q1 2025; adjusted net income was $487 million ($1.65 per diluted share)
Adjusted EBITDA was $2.8 billion, versus $2.0 billion in Q1 2025; cash from operating activities was $1.1 billion, versus $(64) million
The company returned over $1.0 billion to shareholders in the quarter and had $2.2 billion of cash and cash equivalents as of March 31, 2026
Refining & Marketing segment adjusted EBITDA was $1.4 billion, versus $489 million, while Midstream adjusted EBITDA fell to $1.6 billion from $1.7 billion
Marathon Petroleum (MPC) entered into a new $5.0 billion five-year revolving credit facility on April 7, 2026, replacing its 2022 credit agreement, which had no borrowings outstanding when terminated. MPLX, its sponsored partnership, signed a separate $2.5 billion five-year revolver the same day, replacing its $2.0 billion 2022 facility. The filing reports no current borrowings under either new facility and no earnings results, only a preliminary cash figure.
MPC's new $5.0 billion unsecured revolving credit facility matures on April 7, 2031, with an option to add up to $1.0 billion in commitments.
MPLX's new $2.5 billion unsecured revolving credit facility also matures on April 7, 2031.
MPC must keep its Consolidated Net Debt to Total Capitalization ratio at or below 65% at each fiscal quarter end.
As of March 31, 2026, MPC had $2.2 billion of cash and cash equivalents, including $1.5 billion held by MPLX.
Marathon Petroleum reported fourth-quarter 2025 net income attributable to MPC of $1.5 billion, or $5.12 per diluted share, up from $371 million, or $1.15 per share, a year earlier. For the full year, net income was $4.0 billion, or $13.22 per diluted share, versus $3.4 billion, or $10.08, in 2024, and the company returned $4.5 billion to shareholders in 2025.
Q4 2025 adjusted net income was $1.2 billion, or $4.07 per diluted share, versus $249 million, or $0.77, in Q4 2024.
Full-year 2025 adjusted net income was $3.3 billion, or $10.70 per diluted share, versus $3.3 billion, or $9.51, in 2024.
Cash from operations was $8.3 billion for 2025, down from $8.7 billion in 2024.
As of December 31, 2025, $4.4 billion remained available under share repurchase authorizations.
Marathon Petroleum said Maria A. Khoury, a former CFO at Danaher's life sciences unit and GE units, will become executive vice president and chief financial officer on January 19, 2026, succeeding John J. Quaid, who will stay with the company in a transition role. The filing gives her $800,000 base salary, a target bonus of 100% of salary, and a 2026 long-term incentive target of $2,400,000, which shareholders may track as part of executive pay.
Maria A. Khoury becomes executive vice president and CFO effective January 19, 2026
Base salary of $800,000 with a target annual bonus equal to 100% of salary
2026 long-term incentive target award of $2,400,000 and a one-time restricted stock unit grant valued at $275,000
John J. Quaid ceases to be CFO on the effective date and will remain in a non-executive transition role
Marathon Petroleum said its board elected Chief Executive Officer Maryann T. Mannen as chairman, effective January 1, 2026, succeeding Michael J. Hennigan, who is retiring as executive chairman and director. Mannen will hold the chairman role alongside her CEO duties, and the board will shrink to 11 directors on that date.
Maryann T. Mannen, current president and CEO, becomes chairman effective January 1, 2026.
Michael J. Hennigan retires as executive chairman and board member effective January 1, 2026.
John Surma continues as independent lead director.
The board's size will decrease to 11 directors as of the effective date; the mandatory retirement policy has been rescinded.
Marathon Petroleum reported third-quarter 2025 net income attributable to MPC of $1.4 billion, or $4.51 per diluted share, up from $622 million, or $1.87 per share, a year earlier. Adjusted net income was $915 million, or $3.01 per diluted share, and adjusted EBITDA rose to $3.2 billion from $2.5 billion, with the company also announcing a 10% quarterly dividend increase. Sales and other operating revenues were $34.8 billion, compared with $35.1 billion in the prior-year quarter.
Net income attributable to MPC was $1.4 billion, or $4.51 per diluted share, versus $622 million, or $1.87 per share, in Q3 2024
Adjusted EBITDA was $3.2 billion, compared with $2.5 billion in Q3 2024; Refining & Marketing segment adjusted EBITDA was $1.8 billion
The company returned $926 million to shareholders in the quarter, including $650 million of share repurchases, and announced a 10% quarterly dividend increase
MPLX announced a 12.5% quarterly distribution increase, which the company says will result in $2.8 billion of expected annual distributions to MPC
Marathon Petroleum reported second-quarter 2025 net income attributable to MPC of $1.2 billion, or $3.96 per diluted share, down from $1.5 billion, or $4.33 per share, a year earlier. Adjusted EBITDA fell to $3.3 billion from $3.4 billion, and the company returned about $1.0 billion to shareholders, including $692 million of share repurchases. MPLX also agreed to buy Northwind Midstream for $2.375 billion in cash, with closing expected in the third quarter of 2025.
Net income attributable to MPC was $1.2 billion, or $3.96 per diluted share, versus $1.5 billion, or $4.33 per share, in the second quarter of 2024.
Adjusted EBITDA was $3.3 billion versus $3.4 billion a year earlier; Refining & Marketing segment adjusted EBITDA was $1.9 billion versus $2.0 billion.
About $1.0 billion was returned to shareholders in the quarter, including $692 million of share repurchases; $6.0 billion remained under repurchase authorizations as of June 30, 2025.
MPLX agreed to acquire Northwind Midstream for $2.375 billion in cash, with closing expected in the third quarter of 2025, subject to customary conditions including regulatory clearance.
Marathon Petroleum Corp. (MPC) reported a first-quarter 2025 net loss attributable to MPC of $74 million, or $0.24 per diluted share, compared with net income of $937 million, or $2.58 per diluted share, a year earlier. The company attributed the loss mainly to its second-largest planned maintenance quarter in company history, and adjusted EBITDA fell to $2.0 billion from $3.3 billion, which weighs on earnings for shareholders even as the company returned $1.3 billion in capital during the quarter.
Net loss attributable to MPC of $(74) million, or $(0.24) per diluted share, versus net income of $937 million, or $2.58 per diluted share, in Q1 2024.
Adjusted EBITDA of $2.0 billion, down from $3.3 billion; Refining & Marketing segment adjusted EBITDA fell to $489 million from $1.986 billion, driven mainly by lower market crack spreads.
Midstream segment adjusted EBITDA rose to $1.7 billion from $1.6 billion.
Returned about $1.3 billion to shareholders in Q1, including $1.1 billion of share repurchases; $6.7 billion remained under share repurchase authorizations as of March 31, 2025.
Marathon Petroleum said Executive Vice President, Refining Timothy Aydt will retire effective September 2, 2025, after more than 40 years with the company. Mike Henschen will succeed him in the role effective June 1, 2025, and Aydt will stay on in a non-executive role to help with the transition until he retires.
Timothy J. Aydt, EVP Refining, notified the company of his retirement on April 28, 2025; effective date is September 2, 2025
Mike Henschen succeeds Aydt as EVP, Refining, effective June 1, 2025
Aydt moves to a non-executive role from June 1, 2025 until retirement to assist with the transition and other key initiatives
Marathon Petroleum reported fourth-quarter 2024 net income attributable to MPC of $371 million, or $1.15 per diluted share, down from $1.5 billion, or $3.84 per share, a year earlier. Adjusted EBITDA fell to $2.1 billion from $3.6 billion, and the Refining & Marketing segment cited lower market crack spreads. The company returned $1.6 billion to shareholders in the quarter and $10.2 billion in 2024, and it expects MPLX distributions in 2025 to cover its dividends and standalone capital outlook.
Q4 2024 net income attributable to MPC was $371 million, or $1.15 per diluted share, versus $1.5 billion, or $3.84 per share, in Q4 2023.
Q4 2024 adjusted net income was $249 million, or $0.77 per adjusted diluted share, versus $1.5 billion, or $3.98, a year earlier.
Refining & Marketing segment adjusted EBITDA was $559 million in Q4 2024, versus $2.2 billion in Q4 2023, driven primarily by lower market crack spreads.
In Q4 2024, MPC returned $1.6 billion to shareholders ($1.3 billion in share repurchases and $292 million in dividends); $7.8 billion remains under repurchase authorizations.
Marathon Petroleum said director Susan Tomasky notified the board on January 20, 2025, that she will retire effective at the close of the company's 2025 annual shareholder meeting, scheduled for April 30, 2025. The filing states her decision was not the result of any disagreement with the company, its management, the board or its committees.
Susan Tomasky notified the board on January 20, 2025 of her decision to retire.
Retirement takes effect upon conclusion of the 2025 annual shareholder meeting, to be held April 30, 2025.
The filing states the decision was not due to any disagreement on operations, policies or practices.
Marathon Petroleum reported third-quarter 2024 net income attributable to MPC of $622 million, or $1.87 per diluted share, down from $3.3 billion, or $8.28 per share, a year earlier. The decline was driven primarily by lower market crack spreads in its Refining & Marketing segment, though the board raised the quarterly dividend and approved an additional $5 billion share repurchase authorization.
Adjusted EBITDA was $2.5 billion in Q3 2024, versus $5.7 billion in Q3 2023.
Refining & Marketing margin was $14.35 per barrel, versus $26.16 per barrel a year earlier.
Quarterly dividend increased to $0.91 per share, payable December 10, 2024, to holders of record on November 20, 2024.
Company has $8.5 billion available under its share repurchase authorizations after the new $5 billion approval.
Marathon Petroleum expanded its board to fifteen members and elected Jeffrey C. Campbell as a director, effective November 11, 2024. Campbell will also sit on the Audit Committee and the Compensation and Organization Development Committee, and the filing says non-employee director annual equity retainers were raised to $185,000 per year. The filing does not describe Campbell's background, and the change is administrative with no stated effect on company financial results.
Board increased from prior size to fifteen members on October 30, 2024
Jeffrey C. Campbell elected director, effective November 11, 2024
Campbell appointed to Audit Committee and Compensation and Organization Development Committee
Non-employee director annual equity retainer increased to $185,000 per year
Marathon Petroleum reported second-quarter 2024 results in a press release furnished under Item 2.02. Net income attributable to MPC was $1.5 billion, or $4.33 per diluted share, down from $2.2 billion, or $5.32 per share, a year earlier, while sales and other operating revenues rose to $37.9 billion from $36.3 billion. Lower refining margins drove the decline, which matters to shareholders because earnings per share fell even as the company bought back $2.9 billion of its shares in the quarter.
Net income attributable to MPC: $1.5 billion, or $4.33 per diluted share, versus $2.2 billion, or $5.32, in Q2 2023
Adjusted net income: $1.4 billion, or $4.12 per diluted share, after excluding a $151 million gain on sale of assets
Adjusted EBITDA: $3.4 billion, versus $4.5 billion in Q2 2023; Refining & Marketing margin was $17.37 per barrel, versus $22.10
Returned $3.2 billion to shareholders in the quarter through $2.9 billion of share repurchases and $290 million of dividends; $5.8 billion remains under repurchase authorizations
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