Marathon Petroleum (MPC) risk factors, FY2025 10-K

Marathon Petroleum's FY2025 10-K, filed Feb 26, 2026, lists 44 risk factors in 3 groups. Against the prior year's 47: 1 new, 4 dropped, 11 substantially reworded.

Risk factors listed
443 groups
New this year
1vs 47 last year
Dropped
4since the prior 10-K
Substantially reworded
11of those kept
Section length
12k wordsItem 1A

What the changes say

  • Increased focus on alternative fuels and hydrogen threatening liquid transportation fuel demand.

What changed since the prior 10-K

New

  • NewBusiness and Operational Risks

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

    Alternative fuels like hydrogen and ammonia or better internal combustion efficiency could reduce demand for liquid transportation fuels.

Dropped

  • DroppedFinancial Risks

    Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we build a new pipeline, the construction will occur over an extended period of time and we may not receive any material increases in revenues until after completion of the project, if at all

  • DroppedLegal and Regulatory Risks

    these bills is being challenged in court. Our potential share is dependent on multiple factors, including the number of responsible parties and GHG emission calculation methodologies, and cannot be estimated at this time

  • DroppedLegal and Regulatory Risks

    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 that will be focused on refinery maintenance and turnarounds

  • DroppedLegal and Regulatory Risks

    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 our financial condition, results of operations and cash flows

Reworded

  • 83% rewrittenLegal and Regulatory Risks

    Certain municipalities have also proposed or enacted restrictions on the installation of natural gas appliances and infrastructure in new residential or commercial construction, which could affect demand for the natural gas that MPLX transports and stores

    Added specific mentions of New York and Vermont laws seeking climate damages and ongoing court challenges.

  • 72% rewrittenBusiness and Operational Risks

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

    Updated fuel efficiency and vehicle emission rules by NHTSA and EPA including rules eliminating GHG regulation.

    Was: Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels

  • 71% rewrittenLegal and Regulatory Risks

    Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows

    Added the One Big Beautiful Bill Act of 2025 to tax law risks impacting financial results.

  • 55% rewrittenLegal and Regulatory Risks

    Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail

    Clarified that rail regulation risks specifically increase rail transportation costs and decrease shipment efficiency.

  • 49% rewrittenBusiness and Operational Risks

    Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control

    Refined language regarding refined product margin volatility and its impact on dividend payments.

  • 41% rewrittenFinancial Risks

    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

    Changed interest rate risk to focus on a prolonged rising rate environment impacting debt and equity issuance terms.

    Was: Increases in interest rates could adversely impact our share price, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make dividends at our intended levels

  • 41% rewrittenLegal and Regulatory Risks

    Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our business, results of operations and financial condition

    Removed references to specific California and Washington cap-and-trade programs while keeping low carbon fuel standards.

    Was: Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our results of operations and financial condition

  • 38% rewrittenFinancial Risks

    Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns

    Removed specific refinery project names while expanding potential causes of capital project delays and fines.

  • 34% rewrittenLegal and Regulatory Risks

    Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition

  • 31% rewrittenLegal and Regulatory Risks

    A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows

  • 21% rewrittenFinancial Risks

    Significant variations in the market prices of crude oil and refined products can affect our financial performance

All 44 risk factors

Headings as the filing states them, in filing order.

Business and Operational Risks

  1. 01Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control49% rewritten
  2. 02Industry, market, technological and regulatory developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels72% rewritten
  3. 03such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuelsNew
  4. 04Our operations are subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition
  5. 05We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers
  6. 06Increasing regulatory focus on and expanding laws related to data privacy issues could expose us to increased liability, subject us to lawsuits, investigations, reputational harm and increase costs and restrictions on our operations that could significantly and adversely affect our business
  7. 07As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks
  8. 08The availability and cost of renewable identification numbers and credits related to low carbon fuel programs and incentives could have an adverse effect on our financial condition and results of operations
  9. 09Competitors that produce their own supply of feedstocks, own their own retail sites, or have greater financial resources may have a competitive advantage
  10. 10We may be negatively impacted by inflation
  11. 11We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products
  12. 12A significant decrease in oil and natural gas production in MPLX’s areas of operation may adversely affect MPLX’s business, financial condition, results of operations and cash available for distribution to its unitholders, including MPC
  13. 13Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our assets and ongoing operations
  14. 14We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments
  15. 15Our investments in joint ventures could be adversely affected by our reliance on our joint venture partners and their financial condition, and our joint venture partners may have interests or goals that are inconsistent with ours
  16. 16Terrorist attacks or other targeted operational disruptions may affect our facilities or those of our customers and suppliers

Financial Risks

  1. 17At 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. We may incur substantial additional debt obligations in the future
  2. 18Significant variations in the market prices of crude oil and refined products can affect our financial performance21% rewritten
  3. 19Our working capital, cash flows and liquidity can be significantly affected by decreases in commodity prices
  4. 20Increases 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 levels41% rewritten
  5. 21We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions
  6. 22We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs
  7. 23We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations
  8. 24Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns38% rewritten

Legal and Regulatory Risks

  1. 25The tax treatment of publicly traded partnerships or an investment in MPLX units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis
  2. 26Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our business, results of operations and financial condition41% rewritten
  3. 27Certain municipalities have also proposed or enacted restrictions on the installation of natural gas appliances and infrastructure in new residential or commercial construction, which could affect demand for the natural gas that MPLX transports and stores83% rewritten
  4. 28Energy companies are subject to increasing environmental and climate-related litigation
  5. 29We are subject to risks associated with societal and political pressures and other forms of opposition to the development, transportation and use of carbon-based fuels. Such risks could adversely impact our business and our ability to continue to operate or realize certain growth strategies
  6. 30Increasing attention to environmental, social and governance matters may impact our business and financial results
  7. 31Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price
  8. 32Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail55% rewritten
  9. 33Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition34% rewritten
  10. 34Historic or current operations could subject us to significant legal liability or restrict our ability to operate
  11. 35A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows31% rewritten
  12. 36One of our subsidiaries acts as the general partner of a master limited partnership, which may expose us to certain legal liabilities
  13. 37If foreign investment in us or MPLX exceeds certain levels, we could be prohibited from operating vessels engaged in U.S. coastwise trade, which could adversely affect our business, financial condition, results of operations and cash flows
  14. 38Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business
  15. 39Certain of our facilities are located on Native American tribal lands and are subject to various federal and tribal approvals and regulations, which can increase our costs and delay or prevent our efforts to conduct operations
  16. 40The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for most disputes between us and our shareholders
  17. 41Provisions in our corporate governance documents could operate to delay or prevent a change in control of our company, dilute the voting power or reduce the value of our capital stock or affect its liquidity
  18. 42Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition
  19. 43Significant 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 our business, financial conditions, results of operations and cash flows
  20. 44Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows71% rewritten

Other Marathon Petroleum 10-Ks

  • FY2024 10-K risk factors
    47 risks

    Refining margin volatility and climate-related regulatory pressures dominate Marathon Petroleum's risk profile, alongside extensive operational hazards.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.