Marathon Petroleum Corp to Divest Minnesota and North Dakota Refineries & MPLX LP to Divest Related Midstream Assets

FINDLAY, Ohio, Nov. 3, 2026 — Marathon Petroleum Corp. (NYSE: MPC) and MPLX LP (NYSE: MPLX) today jointly announced they have entered into a definitive agreement to divest the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries, inclusive of related midstream assets, to CVR Energy, Inc. (NYSE: CVI). Total purchase price is $4.2 billion, plus inventory value and subject to purchase price adjustments. MPC will receive $3.45 billion for the refining assets, excluding inventory value, and MPLX will receive $750 million for the related midstream assets.

"Ensuring the long-term competitive position of our portfolio is a strategic commitment," said Maryann Mannen, chairman, president, and chief executive officer of MPC and MPLX. "This divestiture of quality assets in Minnesota and North Dakota advances our strategic priorities of maximizing value creation and meeting our return thresholds.  We intend to reinvest this capital primarily in the Gulf Coast and to support MPLX's growth in the Permian and Marcellus basins."

The St. Paul Park refinery has a crude oil capacity of 105 thousand barrels per calendar day (bpcd), and the Mandan refinery has a crude oil capacity of 72 thousand bpcd. Following the transaction, MPC will continue to operate one of the nation's largest refining systems, with an aggregate crude oil refining capacity of approximately 2.8 million bpcd.

MPLX's midstream assets supporting each refinery's operations include interest in a crude oil pipeline, storage capacity, and three terminals. The sale of the midstream assets represents a 9x multiple on forecast 2027 EBITDA.

The transaction is expected to close at the end of 2026, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

This transaction was unanimously approved by the board of directors of MPC. The board of directors of MPLX's general partner also unanimously approved the transaction following special approval by its independent conflicts committee. MPC was advised by Goldman Sachs & Co LLC as to financial matters, Moelis & Company as to strategic matters and Jones Day as to legal matters. RBC Capital Markets, LLC acted as financial advisor and Latham & Watkins LLP acted as legal advisor to the conflicts committee of MPLX.

Investor Relations Contact: (419) 421-2071
Brian Worthington, Vice President, Investor Relations
Alyx Teschel, Director, Investor Relations
Isaac Feeney, Director, Investor Relations

Media Contact: (419) 421-3577
Jamal Kheiry, Communications Director

This press release contains forward-looking statements regarding MPC and MPLX. These forward-looking statements may relate to, among other things, MPC's and MPLX's expectations, estimates and projections concerning its business and operations, financial priorities, strategic plans and initiatives and capital allocation priorities. You can identify forward-looking statements by words such as "advance," "anticipate," "believe," "commitment," "confidence," "continue," "could," "design," "drive," "endeavor," "estimate," "expect," "focus," "forecast," "goal," "guidance," "intend," "may," "objective," "opportunity," "outlook," "plan," "policy," "position," "potential," "predict," "priority," "progress," "project," "prospective," "pursue," "seek," "should," "strategy," "strive," "support," "target," "trends," "will," "would" or other similar expressions that convey the uncertainty of future events or outcomes. MPC and MPLX caution that these statements are based on management's current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside of the control of MPC or MPLX, that could cause actual results and events to differ materially from the statements made herein. Factors that could cause MPC's and MPLX's actual results to differ materially from those implied in the forward-looking statements include but are not limited to: MPC's and MPLX's ability to consummate the announced divestiture within the expected timeframe, if at all, including as a result of not obtaining required regulatory approvals or satisfying the other conditions to the closing; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement relating to the announced divestiture; MPC's and MPLX's ability to fully realize the expected benefits of the announced divestiture; the adequacy of capital resources and liquidity, including the availability of capital resources to execute on strategic priorities; and the factors set forth under the heading "Risk Factors" and "Disclosures Regarding Forward-Looking Statements" in MPC's and MPLX's Annual Reports on Form 10-K for the year ended Dec. 31, 2025, and in other filings with the SEC.

Any forward-looking statement speaks only as of the date of the applicable communication and we undertake no obligation to update any forward-looking statement except to the extent required by applicable law.

Copies of MPC's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings are available on the SEC's website, MPC's website at https://www.marathonpetroleum.com/Investors/ or by contacting MPC's Investor Relations office.

Copies of MPLX's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings are available on the SEC's website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office.

SOURCE Marathon Petroleum Corporation; MPLX LP