Offerings // Marathon Petroleum Corp

MPC offering history

Every offering-related filing in Marathon Petroleum Corp’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 1,001 filings back to Dec 18, 2017.

Last executed offering

Feb 7, 2025

424B5 — priced deal (shares or notes)

Last registration (announced)

May 6, 2026

S-3ASR — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
May 6, 2026	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Feb 7, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 6, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 6, 2025	FWP →	MARKETING	Free-writing prospectus — offering being marketed
May 12, 2023	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Apr 27, 2020	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Apr 24, 2020	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 24, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 23, 2020	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Apr 23, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 22, 2019	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 22, 2019	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Oct 1, 2018	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Aug 3, 2018	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Aug 3, 2018	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin

MPC offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full MPC workspace →

MPC offering FAQ

When did MPC last execute an offering?

Per SEC filings, Marathon Petroleum Corp's most recent priced offering document is a 424B5 filed 2025-02-07. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did MPC last announce or register an offering?

The most recent registration is a S-3ASR filed 2026-05-06. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.