Every material Form 8-K Marathon Petroleum filed with the SEC in 2025, 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 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The board's size will decrease to 11 directors as of the effective date; the mandatory retirement policy has been rescinded.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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Marathon Petroleum filing is on SEC EDGAR ↗. 8-K briefs of other companies →