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MPCMarathon Petroleum

Energy · Oil Refining · NYSE
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The 10-K against last year's

151 changes: 35 added, 23 removed, 93 reworded

10-K Feb 26, 2026 vs Feb 27, 2025
Risk FactorsRedline ↓
9.8%
of the text changed · 11,744 words now
22.7%
of the text changed · 14,064 words now
Legal ProceedingsRedline ↓
50.1%
of the text changed · 806 words now
Accounting PoliciesRedline ↓
11.3%
of the text changed · 4,206 words now

10-K 0001510295-26-000009 (2026-02-26) vs 10-K 0001510295-25-000012 (2025-02-27)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 231 words changed in this paragraph; it is 33% similar to last year's version.
The Refining & Marketing segment’s forecasted 2025 2026 capital spending and investments is approximately $1.20 $1.41 billion. This amount includes approximately $100 $710 million of for Refining value enhancing capital projects and $250 million for Marketing investments to strengthen our retail portfolio. Our capital investment outlook for Refining includes continued high-return investments at its Galveston Bay, Robinson, El Paso, and Garyville refineries. In addition to these multi-year low carbon initiatives. At our Los Angeles refinery, investments, we are advancing improvements to enhance the competitiveness of the refinery by improving reliability and lowering costs. The improvements focus on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions. The improvements are expected to be completed by the end of 2025. There is also $750 million of value enhancing capital, which includes a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, which is expected to be completed by the end of 2027, a project at our Robinson refinery to shift yields to higher value products including the flexibility to maximize jet production to meet growing demand, which is expected to be completed by the end of 2026, and other traditional executing shorter-term projects that will enhance offer high returns through margin enhancement and cost reduction. Our capital investment outlook for Marketing includes continuing to expand the yields reach and presence of our refineries, improve energy efficiency, and lower our costs as well as investments branded stations in our branded marketing footprint. Maintenance support of strong value capture. Refining maintenance capital is expected to be approximately $350 $450 million, which is essential to maintain the safety, integrity and reliability of our assets.

Source: Item 7, 10-K 0001510295-26-000009 vs Item 7, 10-K 0001510295-25-000012

Risk Factors 174 words changed in this paragraph; it is 36% similar to last year's version.
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 transportation fuels. EPA Government mandates or incentives, industry and NHTSA have promulgated separate rules setting technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles more stringent requirements for vehicles. NHTSA’s current CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 desirable and ten percent annually for model year 2026. EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy greater market penetration of 40 mpg in model year 2026. In addition, such vehicles or otherwise decrease demand for our liquid transportation fuels. For example, the federal government through NHTSA and the EPA finalized new promulgate rules setting even more stringent requirements for model years 2027-2032. NHTSA’s standards would that require an vehicle manufacturers to increase in the fuel efficiency standards of two percent annually. EPA’s liquid transportation fuels vehicles. The EPA has finalized a rule that reduces its current vehicle standards would require a significant increase by eliminating regulation of GHG emissions. The new, reduced standards have been challenged in electric vehicle production to meet the standards. court.

Source: Item 1A, 10-K 0001510295-26-000009 vs Item 1A, 10-K 0001510295-25-000012

Accounting Policies 120 words changed in this paragraph; it is 70% similar to last year's version.
In order to comply with certain regulations, specifically the RFS2 RFS requirements implemented by the EPA and the cap-and-trade emission reduction program and low carbon fuel standard implemented by state programs, we are required to reduce our emissions, blend certain levels of biofuels or obtain allowances or credits to offset the obligations created by our operations. In regard to each program, we record an asset, included in other current assets or other noncurrent assets on the consolidated balance sheets, for allowances or credits owned in excess of our anticipated current period compliance requirements. The asset value is based on the product of the excess allowances or credits as of the balance sheet date, if any, and the weighted average cost of those allowances or credits. We record a liability, included in other current liabilities or deferred credits and other liabilities on the consolidated balance sheets, when we are deficient allowances or credits based on the product of the deficient amount as of the balance sheet date, if any, and either the fixed contract price or the market price of the allowances or credits at the balance sheet date. The cost of allowances or credits used for compliance is reflected in cost of revenues on the consolidated statements of income. Any gains or losses on the sale or expiration of allowances or credits are classified as other income on the consolidated statements of income. Proceeds from the sale of allowances or credits are reported in investing activities - all other, net on the consolidated statements of cash flows.

Source: Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-26-000009 vs Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-25-000012

Legal Proceedings 33 words changed in this paragraph; it is 86% similar to last year's version.
We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. See “Climate Change Litigation,” “Tesoro High Plains Pipeline,” and “Dakota Access Pipeline” of Note 27 in Item 8. Financial Statements and Supplementary Data for additional information regarding Legal Proceedings and other regulatory matters.

Source: Item 3, 10-K 0001510295-26-000009 vs Item 3, 10-K 0001510295-25-000012

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of MPC's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-27. Each links to the text at sec.gov.

AddedRisk Factors
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 conditions, and chronic physical

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedRisk Factors
In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions. The U.S. EPA and other federal agencies began proposing and promulgating regulations consistent with the administration’s policy changes. If the federal government relaxes or revokes certain environmental regulations, states may pass laws that vary in stringency and scope by state, creating a patchwork of regulation. For example, various states have passed laws regulating the use of materials containing PFAS and setting action levels for the remediation of certain PFAS. We cannot predict the extent to which states will pass such legislation, or the ultimate effect these state laws will have on our business, financial condition and results of operations.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedRisk Factors
California has also enacted cap-and-invest programs, which set statewide limits on GHG emissions and caps that decline each year. CARB is currently developing regulations to implement the changes to the Cap-and-Invest program. We are unable to estimate the impact of these programs but requirements to drastically reduce GHG emissions in California could increase our operating costs, require additional capital expenditures, reduce the competitiveness of our California refinery and renewable fuel facility and our Washington refinery and affect their long term outlook.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
Our Midstream segment contributed strong results and continued growth in 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the Northwind Midstream Acquisition and the BANGL Acquisition, progression of long-haul pipeline growth projects and expansion of Gulf Coast fractionation and export facilities. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing assets (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash. The transaction resulted in a gain of $159 million.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash. Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition was accounted for as a business combination. The Northwind Midstream Acquisition and incremental capital expenditures associated with in-process expansion projects, were financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.

Read it in 10-K 2026-02-26 at sec.gov ↗

Show the other 9
AddedMD&A
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for $703 million cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029. As a result of the BANGL Acquisition, MPLX now owns 100 percent of BANGL and its results are reflected in our Midstream segment within our consolidated financial results. The BANGL Acquisition was accounted for as a business combination, resulting in the recognition of a $484 million gain.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash (the “Whiptail Midstream Acquisition”). These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region. The acquisition was accounted for as a business combination.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC (the “Ethanol Joint Venture Sale”) in exchange for cash proceeds of $427 million. MPC’s investment in TAMH was accounted for as an equity method investment and previously reported in the Refining & Marketing segment. Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million and recorded a gain of $254 million.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
•decreased depreciation and amortization of $86 million largely due to major refining assets that were fully depreciated at the end of 2024, partially offset by depreciation from recent acquisitions;

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
(b) Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
Midstream segment adjusted EBITDA increased $206 million, which includes contributions from recent acquisitions, primarily $59 million related to the BANGL Acquisition and $15 million related to the Whiptail Midstream Acquisition, partially offset by $17 million resulting from the divestiture of the Rockies operations. Additionally, sales and operating revenues increased $540 million resulting from higher rates and throughputs and a $37 million non-recurring benefit associated with a customer agreement, partially offset by higher operating expenses.

Read it in 10-K 2026-02-26 at sec.gov ↗

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