Marathon Petroleum (MPC) Risk Factor Changes

Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, involving the addition of new assets or businesses will present risks, which may include, among others:

We are subject to extensive tax liabilities, including federal, state and local income taxes in the United States and in foreign jurisdictions, and, transactional, payroll, franchise, withholding and property taxes.

Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, will involve the integration of new assets or businesses and may present substantial risks that could adversely affect…

We do not own all of the land on which certain of our assets are located, particularly our midstream assets, but rather obtain the rights to construct and operate such assets on land owned by third parties and governm…

Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2027 to 2031.

While we do not conduct hydraulic fracturing operations, we do provide gathering, treating, processing and fractionation services with respect to natural gas and NGLs produced by our customers as a result of such oper…

To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin or requires that petroleum refiners maintai…

In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”) into law, authorizing the CEC to require that petroleum refin…

In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SB X1-2, and (ii) an order initiating rulemaking activity under SB X1-2 th…

In June 2023, the provisions of California’s Senate Bill No.

We rely on a variety of systems to transport crude oil, including rail.

Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives.

New York and Vermont have enacted, and other states are considering, laws that would allow the state to seek climate change-related damages from fossil fuel companies allocated based on each company’s share of past GH…

The present U.S.

•characteristics and composition of transportation fuels, including the blending of renewable fuels into transportation fuels;

Our business is subject to numerous environmental laws and regulations at the federal, state and local level.

Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to market or supply certain products we produce.

As of December 31, 2025, our balance sheet reflected $9.4 billion and $2.7 billion of goodwill and other intangible assets, respectively.

Our revolving credit facility has a variable interest rate.

Increases in interest rates could adversely impact our ability to issue equity, refinance existing debt or incur additional debt for acquisitions or other purposes and our ability to pay dividends at our intended levels.

A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined products, has significant and adverse consequences for our financial condition and the financia…

At December 31, 2025, our total debt obligations for borrowed money and finance lease obligations were $33.31 billion, including $26.01 billion of obligations of MPLX and its subsidiaries.

risks, such as sea-level rise or water shortages.

We also compete with other companies for customers for our refined petroleum products.

Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks.

Cybersecurity incidents involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confident…

Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase.

In addition, California and several states have adopted regulations that require increased sales of electric vehicles.

Industry, market, technological and regulatory developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels.

Lower refined product margins, including renewable diesel margins have in the past, and may in the future, lead us to reduce the amount of refined products we produce, which may reduce our revenues, income from operat…

•global and domestic political instability, threatened or actual terrorist incidents, armed conflict, economic activity and growth levels or lack thereof or other global political or economic conditions;

•natural gas and electricity availability and supply costs;

•global and regional development by competitors of new refining or renewable conversion capacity;

Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and pay our dividend at intended levels are highly dependent on the margins we re…

Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact…

To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin or requires that petroleum refiners maintai…

these bills is being challenged in court.

In early 2025, the new U.S.

Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project.

I, ACC II, and Advanced Clean Trucks.

Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our transportation…

In early 2025, the new U.S.

•operation levels of other refineries in our markets;

•worldwide and domestic supplies of and demand for feedstocks and refined products;

shut down following delays in renewing a right-of-way necessary for the operation of a section of the pipeline.

technologies become available.

California has also enacted cap-and-invest programs, which set statewide limits on GHG emissions and caps that decline each year.

In 2025, the U.S.

We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations.

Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface…

transportation fuel retailers, such as supermarkets, club stores and mass merchants, may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market.

Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.

Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our liquid transpor…

•temporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally;

•global and regional inventory levels and availability of and demand for feedstocks and refined products;