Marathon Petroleum Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$MPC
Integrated oil Companies
Energy
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) April 7, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (419 ) 422-2121
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under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act: | ||
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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 ☐
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Item 1.01 | Entry into a Material Definitive Agreement. |
MPC Credit Agreement
On April 7, 2026, Marathon Petroleum Corporation, a Delaware corporation (“MPC”), entered into a $5.0 billion, five-year
Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A.,
Wells Fargo Securities, LLC, Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank,
Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC, as joint lead
arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication agent, each of Bank of America, N.A.,
Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada,
Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the
other lenders and issuing banks that are parties thereto (the “New MPC Credit Agreement”).
The New MPC Credit Agreement replaces the previously effective 2022 MPC Credit Agreement (as defined below) and is
intended to be used for general corporate purposes. There were no borrowings outstanding under the 2022 MPC Credit
Agreement at the time of its termination, and as of the date hereof, there are no borrowings outstanding under the New MPC
Credit Agreement. As of March 31, 2026, MPC had $2.2 billion of cash and cash equivalents, including $1.5 billion of cash and
cash equivalents held by MPLX.
The New MPC Credit Agreement provides for a $5.0 billion unsecured revolving credit facility that matures on April 7, 2031. MPC
has an option to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other conditions, the
consent of the lenders whose commitments would be increased. In addition, MPC may request up to two one-year extensions of
the maturity date of the New MPC Credit Agreement subject to, among other conditions, the consent of lenders holding a
majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on the then-effective
maturity date. The New MPC Credit Agreement includes sub-facilities for swing-line loans of up to $300.0 million and letters of
credit of up to $2.0 billion (which may be increased to up to $3.0 billion upon receipt of additional letter of credit issuing
commitments).
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPC’s credit ratings, accrue on
the unused commitments under the New MPC Credit Agreement. Borrowings under the New MPC Credit Agreement bear
interest, at MPC’s election, at either (i) the Term SOFR (as defined in the New MPC Credit Agreement) plus the applicable
margin, depending on MPC’s credit ratings, or (ii) the Alternate Base Rate (as defined in the New MPC Credit Agreement) plus
the applicable margin ranging from 0.0 basis points to 75.0 basis points per annum, depending on MPC’s credit ratings.
The New MPC Credit Agreement contains representations and warranties, affirmative and negative covenants and events of
default that MPC considers customary for an agreement of its nature and type, including a covenant that requires MPC to
maintain a ratio (expressed as a percentage) of Consolidated Net Debt (as defined in the New MPC Credit Agreement) to Total
Capitalization (as defined in the New MPC Credit Agreement) not to exceed 65% as of the last day of each fiscal quarter. If an
event of default exists under the New MPC Credit Agreement, the lenders may terminate the commitments thereunder and
require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit. In
addition to commitment fees and interest charges, MPC agreed to pay administrative fees, letter of credit fronting fees and other
customary fees and to reimburse certain expenses of the lenders and agents incurred in connection with the New MPC Credit
Agreement.
MPLX Credit Agreement
On April 7, 2026, MPLX LP, a Delaware master limited partnership sponsored by MPC (“MPLX”), entered into a $2.5 billion, five-
year Revolving Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo
Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank
USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities
(USA) LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of
America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal
Bank of Canada, Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York Branch, as documentation
agents, and the other lenders and issuing banks that are parties thereto (the “New MPLX Credit Agreement”).
The New MPLX Credit Agreement replaces the previously effective 2022 MPLX Credit Agreement (as defined below) and is
intended to be used for general partnership purposes. There were no borrowings outstanding under the 2022 MPLX Credit
Agreement at the time of its termination, and as of the date hereof, there are no borrowings outstanding under the New MPLX
Credit Agreement. As of March 31, 2026, MPLX had $1.5 billion of cash and cash equivalents.
The New MPLX Credit Agreement provides for a $2.5 billion unsecured revolving credit facility that matures on April 7, 2031.
MPLX has an option to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other
conditions, the consent of the lenders whose commitments would be increased. In addition, MPLX may request up to two one-
year extensions of the maturity date of the New MPLX Credit Agreement subject to, among other conditions, the consent of
lenders holding a majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on
the then-effective maturity date. The New MPLX Credit Agreement includes sub-facilities for swing-line loans of up to $150.0
million and letters of credit of up to $150.0 million (which may be increased to up to $200.0 million upon receipt of additional letter
of credit issuing commitments).
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPLX’s credit ratings, accrue on
the unused commitments under the New MPLX Credit Agreement. Borrowings under the New MPLX Credit Agreement bear
interest, at MPLX’s election, at either (i) the Adjusted Term SOFR (as defined in the New MPLX Credit Agreement) plus the
applicable margin ranging from 100.0 basis points to 175.0 basis points per annum, depending on MPLX’s credit ratings, or (ii)
the Alternate Base Rate (as defined in the New MPLX Credit Agreement) plus the applicable margin ranging from 0.0 basis
points to 75.0 basis points per annum, depending on MPLX’s credit ratings.
The New MPLX Credit Agreement contains representations and warranties, affirmative and negative covenants and events of
default that MPLX considers customary for an agreement of its nature and type, including a covenant that requires MPLX’s ratio
of Consolidated Total Debt (as defined in the New MPLX Credit Agreement) to Consolidated EBITDA (as defined in the New
MPLX Credit Agreement) for the four prior fiscal quarters not to exceed 5.0 to 1.0 as of the last day of each fiscal quarter (or 5.5
to 1.0 during an Acquisition Period (as defined in the New MPLX Credit Agreement)). Consolidated EBITDA is subject to
adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. In addition to
commitment fees and interest charges, MPLX agreed to pay administrative fees, letter of credit fronting fees and other customary
fees and to reimburse certain expenses of the lenders and agents incurred in connection with the New MPLX Credit Agreement.
Certain parties to the New MPC Credit Agreement and the New MPLX Credit Agreement have in the past performed, and may in
the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for MPC or
MPLX and their subsidiaries and affiliates, for which they have received, and may in the future receive, customary compensation
and reimbursement of expenses.
The above descriptions of the material terms and conditions of the New MPC Credit Agreement and the New MPLX Credit
Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the New MPC Credit
Agreement and the New MPLX Credit Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and
incorporated by reference herein.
Item 1.02 | Termination of a Material Definitive Agreement. |
The New MPC Credit Agreement replaced MPC’s previously existing $5.0 billion credit agreement, dated as of July 7, 2022 (the
“2022 MPC Credit Agreement”), by and among MPC, JPMorgan Chase Bank, N.A., as administrative agent, and the various
other commercial lending institutions that were party thereto. The 2022 MPC Credit Agreement was terminated in connection
with and as a condition to the availability of the lending and credit commitments under the New MPC Credit Agreement. A
summary of the material terms of the 2022 MPC Credit Agreement may be found in the Current Report on Form 8-K filed by
MPC on July 12, 2022, which summary is incorporated herein by reference.
The New MPLX Credit Agreement replaced MPLX’s previously existing $2.0 billion credit agreement, dated as of July 7, 2022
(the “2022 MPLX Credit Agreement”), by and among MPLX, Wells Fargo Bank, National Association, as administrative agent,
and the various other commercial lending institutions that were party thereto. The 2022 MPLX Credit Agreement was terminated
in connection with and as a condition to the availability of the lending and credit commitments under the New MPLX Credit
Agreement. A summary of the material terms of the 2022 MPLX Credit Agreement may be found in the Current Report on Form
8-K filed by MPC on July 12, 2022, which summary is incorporated herein by reference.
Item 2.02 | Results of Operations and Financial Condition. |
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to MPC’s preliminary estimate of its cash
and cash equivalents as of March 31, 2026, is incorporated herein by reference. Such information is unaudited and preliminary
and does not present all information necessary for an understanding of the MPC’s results of operations for the quarter ended
March 31, 2026.
Information in this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “ Exchange Act ”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933,
as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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: April 13, 2026 | By: | /s/ Molly R. Benson | |
Name: Molly R. Benson | |||
Title: Chief Legal Officer and Corporate Secretary | |||