8-KOther Events

Marathon Petroleum Corp 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (May 20, 2021)

Filed May 20, 2021For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) announced on May 19, 2021, that it will implement a temporary trading suspension, referred to as a "blackout period," for its Stock Fund within the Marathon Petroleum Thrift Plan. This measure is a direct consequence of the company's ongoing "modified Dutch auction" tender offer to repurchase up to $4.0 billion of its common stock. The blackout period is expected to commence around June 9, 2021, and conclude by the week of June 21, 2021, though these dates are subject to change based on the tender offer's progression. During this blackout period, participants in the Thrift Plan who choose to tender shares from their Stock Fund account in the tender offer will be restricted from engaging in certain transactions, including exchanges, loans, and withdrawals from that specific fund. These restrictions will affect all shares held in the Stock Fund for tendering participants, regardless of the portion tendered. Importantly, the company anticipates that less than 50% of its plan participants will be impacted by these restrictions, as a minority of participants held MPC stock in their fund. Consequently, MPC has determined that it is not required to issue a separate blackout notice to its directors and executive officers under Sarbanes-Oxley and Regulation BTR, as the threshold for such a requirement has not been met.

Key Highlights

  • 1MPC has announced a temporary trading suspension (blackout period) for its employee stock fund within the Marathon Petroleum Thrift Plan.
  • 2The blackout period is linked to the company's ongoing $4.0 billion modified Dutch auction tender offer for its common stock.
  • 3The blackout period is anticipated to start around June 9, 2021, and end by the week of June 21, 2021, with potential for adjustment.
  • 4During the blackout, plan participants who tender shares from the Stock Fund will be restricted from making exchanges, loans, or withdrawals from that fund.
  • 5Restrictions apply to all shares in the Stock Fund for those participants who tender any shares.
  • 6MPC expects that less than 50% of plan participants will be affected by the blackout, as fewer than half hold stock in the fund.
  • 7Due to the anticipated limited impact, MPC is not required to issue a separate blackout notice to directors and executive officers under SOX and Regulation BTR.

Frequently Asked Questions

The blackout period is being implemented to facilitate the processing of MPC's modified Dutch auction tender offer. It restricts certain transactions within the employee stock fund to ensure the orderly execution of the tender offer.

The blackout period will affect participants in the Marathon Petroleum Thrift Plan who hold shares of MPC's common stock within the Stock Fund and choose to tender those shares in the company's tender offer. Restrictions will apply to exchanges, loans, and withdrawals from the Stock Fund for these individuals.

Marathon Petroleum anticipates that less than 50% of its plan participants will be impacted by the blackout. Because of this anticipated limited scope, the company has determined it is not required to issue a separate blackout trading restriction notice to its directors and executive officers as per Sarbanes-Oxley Act and SEC regulations.

Affected participants will be prohibited from executing certain transactions involving the Stock Fund. This includes all exchanges out of the Stock Fund, as well as loans and distributions from the Stock Fund until the processing related to the tender offer is complete.