Document

S-3ASR 1 mpcs-3asrshelf2026.htm S-3ASR Document

As filed with the Securities and Exchange Commission on May 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARATHON PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	539 South Main Street Findlay, Ohio 45840-3229 (419) 422-2121	27 -1284632
(State or other jurisdiction of incorporation or organization)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(I.R.S. Employer Identification No.)

Molly R. Benson
Chief Legal Officer and Corporate Secretary

539 South Main Street

Findlay, Ohio 45840-3229

(419) 422-2121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael J. Solecki

Ferrell M. Keel

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Phone: (216) 586-3939

Facsimile: (216) 579-0212

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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 7(a)(2)(B) of the Securities Act. ¨


About This Prospectus			1
Where You Can Find More Information			2
Incorporation of Certain Information by Reference			2
Disclosures Regarding Forward-Looking Statements			4
The Company			7
Risk Factors			8
Use of Proceeds			9
General Description of Securities That We May Sell			10
Description of Debt Securities			11
Description of Capital Stock			20
Description of Warrants			25
Description of Stock Purchase Contracts and Stock Purchase Units			27
Plan of Distribution			28
Legal Matters			30
Experts			30


SEC registration fee			*
Printing expenses			**
Legal fees and expenses			**
Accounting fees and expenses			**
Fees and expenses of trustee and counsel			**
Rating agency fees			**
Miscellaneous			**
Total			**


Exhibit No.			Description of Exhibit
3.1			Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 24, 2024 (Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 26, 2024 (file no. 001-35054)) **
3.2			Amended and Restated Bylaws of Marathon Petroleum Corporation, dated October 27, 2021 (Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2021 (file no. 001-35054)) **
4.1			Indenture dated as of February 1, 2011 between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee for Senior Debt Securities (Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form 10 filed on March 29, 2011 (file no. 001-35054)) **
4.2			First Supplemental Indenture, dated as of September 5, 2014, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee for Senior Debt Securities (Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2014 (file no. 001-35054)) **
4.3			Second Supplemental Indenture, dated as of December 14, 2015, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee for Senior Debt Securities (Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 14, 2015 (file no. 001-35054)) **
4.4			Sixth Supplemental Indenture, dated as of October 2, 2018, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) (Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on October 5, 2018 (File No. 001-35054)) **
4.5			Seventh Supplemental Indenture, dated as of October 2, 2018, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) (Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on October 5, 2018 (File No. 001-35054)) **
4.6			Eighth Supplemental Indenture, dated as of October 2, 2018, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) (Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed on October 5, 2018 (File No. 001-35054)) **
4.7			Tenth Supplemental Indenture, dated as of February 10, 2025, between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) (Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2025 (File No. 001-35054)) **
4.8			Form of Subordinated Indenture between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 filed on June 30, 2014 (Registration No. 333-197128)) **
5.1			Opinion of Jones Day
23.1			Consent of PricewaterhouseCoopers LLP
23.2			Consent of Jones Day (included in Exhibit 5.1)
24.1			Power of Attorney of Directors and Officers of Marathon Petroleum Corporation
25.1			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as Trustee for Indenture dated as of February 1, 2011.
25.2			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Form of the Subordinated Indenture.
107			Filing Fee Table.



MARATHON PETROLEUM CORPORATION

By:			/s/ Maria A. Khoury
			Maria A. Khoury
			Executive Vice President and Chief Financial Officer
			(principal financial officer)


/s/ Maryann T. Mannen						/s/ Maria A. Khoury
Maryann T. Mannen Chairman of the Board, President and Chief Executive Officer (principal executive officer)						Maria A. Khoury Executive Vice President and Chief Financial Officer (principal financial officer)

/s/ Erin M. Brzezinski						*
Erin M. Brzezinski Vice President and Controller (principal accounting officer)						Abdulaziz F. Alkhayyal Director

*						*
Evan Bayh Director						Jeffrey C. Campbell Director

*						*
Jonathan Z. Cohen Director						Kimberly N. Ellison-Taylor Director

*						*
Eileen P. Paterson Director						Kim K.W. Rucker Director

*						*
Frank M. Semple Director						J. Michael Stice Director

*
John P. Surma Director




By:	/s/ Maria A. Khoury	May 6, 2026
	Maria A. Khoury
	Attorney-in-Fact

SEC Form S-3ASR filed by Marathon Petroleum Corporation