Form 4: Marathon Petroleum Exec Sells Shares for Tax

Marathon Petroleum's Chief Legal Officer, Molly R. Benson, reported a disposition of 107 common shares to cover tax withholding obligations at $185.77 per share.

Summary

• Molly R. Benson, Chief Legal Officer and Corporate Secretary of Marathon Petroleum Corp (MPC), reported an insider transaction.
• On December 12, 2025, Benson disposed of 107 shares of common stock.
• The shares were disposed of at a price of $185.77 per share.
• This transaction was coded as 'F', indicating a disposition to the issuer to satisfy tax withholding obligations.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, which allows insiders to set up pre-planned trades.
• Following the transaction, Benson directly owns 28,593.155 shares of common stock.
• Benson also indirectly owns 87.619 shares through a 401(k) Plan.
• Both direct and indirect holdings include shares acquired via dividend reinvestment not previously reported (0.21246 shares directly and 0.898 shares indirectly).

Sentiment

Score: 5

Explanation: The transaction is a routine disposition for tax purposes by an executive, pre-arranged under a 10b5-1 plan, and does not indicate a change in company fundamentals or executive confidence.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged sale not based on immediate insider information.
• Significant beneficial ownership remains with the Chief Legal Officer, demonstrating continued alignment with shareholder interests.

Negatives

• A reduction in direct share ownership by a key executive, even for tax purposes, slightly decreases their direct equity stake.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Disposition of shares to the issuer (Marathon Petroleum Corp) to satisfy tax withholding obligations, a common practice for equity compensation.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, pre-planned transaction for tax purposes and does not reflect a change in company fundamentals or executive confidence.

Key Dates

Recommendation

The reported transaction is a routine disposition of shares by a corporate officer to satisfy tax withholding obligations, executed under a pre-arranged 10b5-1 plan. Such transactions are common and typically do not reflect a change in the company's fundamental outlook or the executive's long-term confidence in the company. Therefore, it provides no new information to alter an existing investment thesis.

Keywords

Marathon Petroleum, MPC, Form 4, Insider Transaction, Stock Sale, Executive Compensation, Molly R. Benson, Chief Legal Officer, 10b5-1 Plan