MRO Pengajuan SEC - Marathon Oil Corporation- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Marathon Oil Corporation

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

December 2, 2024	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-05153 MARATHON OIL CORPORATION (Exact name of registrant as specified in
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARATHON OIL CORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARATHON OIL CORPORATION FIRST. The name of the corporation is Marathon Oil Corporation (the “Corporation”). SECOND. The address of the corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its register
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	EX-3.2	AMENDED AND RESTATED BY-LAWS MARATHON OIL CORPORATION dated as of November 22, 2024 TABLE OF CONTENTS Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of MARATHON OIL CORPORATION dated as of November 22, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE 1 SECTION 2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS 1 SECTION 2. SPECIAL MEETINGS 1 SECTION 3. VOTING 1 SECTION 4. QUORUM 2 SECTION 5. NOTICE OF MEETINGS 2 SECTION 6. ACTION WITHOUT MEETING 2
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 S-8 POS 1 tm2428953d10s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration State
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 S-8 POS 1 tm2428953d2s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statem
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2024 (November 20, 2024) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorp
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	POSASR	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.
November 22, 2024	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 03, 2024, pursuant to the provisions of Rule 12d2-2 (a).
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 22, 2024	S-8 POS	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration Nos: 333-231833 333-211611 333-181301 333-143010 333-104910 002-76726 033-41864 333-36840 333-55902 333-52751 333-29699 333-00429 033-60667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 6, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 6, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 6, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5153 Marathon
November 6, 2024	EX-99.1	Marathon Oil Reports Third Quarter 2024 Results Marathon Oil Reports Third Quarter 2024 Results HOUSTON, Nov. 6, 2024 - Marathon Oil Corporation (NYSE: MRO) reported third quarter 2024 net income of $287 million or $0.51 per diluted share, which includes the impact of certain items not typically represented in analysts' earnings estimates and that would otherwise affect comparability of results. Adjusted net income was $360 million or $0.64 per
September 19, 2024	EX-2.01.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT North Dakota - Onshore [Member] North Dakota - Onshore Entity Level [Member] Entity Level EG Federal Government [Member] EG Federal Government GEPetrol [Member] GEPetrol UNITED STATES US Treasury [Member] US Treasury Office of Natural Resources Revenue [Member] Office of Natural Resources Revenue Gulf of Guinea - Offshore [Member] Gulf of Guinea - Offshore Tesoreria y Patrimonio del Estado [Member] Tesoreria y Patrimonio del Estado New Mexico - Onshore [Member] New Mexico - Onshore EG Ministry of Mines & Hydrocarbons [Member] EG Ministry of Mines & Hydrocarbons EQUATORIAL GUINEA Oil and Natural Gas [Member] Int'l [Member] U.
September 19, 2024	SD	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 _________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 990 Town and Country Boulevard, Houston, Texas 77024-2217
September 19, 2024	EX-2	Resource Extraction Payment Report as required by Item 2.01 of this Form. Exhibit 2.01 Resource Extraction Payment Report Marathon Oil Corporation For the Period January 1, 2023 to December 31, 2023 Government-Level Disclosure Currency: United States Dollar (In Millions) Country Department / Agency Taxes (a) Royalties Fees Production entitlements (b) Bonuses (c) Dividends Payments for infrastructure improvements CSR payments required by law or contract (d) Total United
September 19, 2024	EX-2.01.INS	Taxes paid in Equatorial Guinea (EG) consist of corporate income taxes on our investments in the country. A portion of our EG tax payments are made in Central African CFA Francs (XAF) and converted into USD at the exchange rate existing at the time t iso4217:USD 0000101778 2023-01-01 2023-12-31 0000101778 mro:OfficeOfNaturalResourcesRevenueMember country:US 2023-01-01 2023-12-31 0000101778 mro:USTreasuryMember country:US 2023-01-01 2023-12-31 0000101778 country:US 2023-01-01 2023-12-31 0000101778 mro:EGMinistryOfMinesHydrocarbonsMember country:GQ 2023-01-01 2023-12-31 0000101778 mro:GEPetrolMember country:GQ 2023-01-01 2023-12-31 0000101778 mr
August 29, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of
August 29, 2024	EX-99.1	Marathon Oil Receives Stockholder Approval for Proposed Merger with ConocoPhillips Marathon Oil Receives Stockholder Approval for Proposed Merger with ConocoPhillips HOUSTON, Aug.
August 19, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 19, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission F
August 19, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 19, 2024 Marathon Oil Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 19, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission F
August 12, 2024	425	YOUR VOTE IS IMPORTANT—PLEASE VOTE TODAY! You can vote your shares via the Internet or telephone. Please follow the easy instructions on the enclosed proxy card or voting instruction form. If you have any questions, or need assistance in voting your Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No.
August 8, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No.
August 8, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No.
August 8, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5153 Marathon Oil C
August 7, 2024	EX-99.1	Marathon Oil Reports Second Quarter 2024 Results Exhibit 99.1 Marathon Oil Reports Second Quarter 2024 Results HOUSTON, Aug. 7, 2024 - Marathon Oil Corporation (NYSE: MRO) reported second quarter 2024 net income of $349 million or $0.62 per diluted share, which includes the impact of certain items not typically represented in analysts’ earnings estimates and that would otherwise affect comparability of results. Adjusted net income was $357 milli
August 7, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fi
August 7, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2024 Marathon Oil Corpo UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fi
August 5, 2024	425	Filed by: Marathon Oil Corporation 425 Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No.
August 1, 2024	425	Filed by ConocoPhillips Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
August 1, 2024	425	2. MARATHON OIL 2024 Special Meeting August 29, 2024 425 Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Form S-4 No.
July 29, 2024	DEFM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule
July 16, 2024	425	Filed by: Marathon Oil Corporation 425 Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
July 12, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 11, 2024 Marathon Oil Corpor UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 11, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fil
July 12, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 11, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fil
July 12, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2024 (July 11, 2024) (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 12, 2024 (July 11, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commi
July 11, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 10, 2024 Marathon Oil Corpor 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 10, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission
July 11, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 10, 2024 Marathon Oil Corpor UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 10, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fil
June 21, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 31, 2024	425	Filed by: Marathon Oil Corporation 425 Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	EX-99.2	Investor Presentation, dated as of May 29, 2024 Exhibit 99.2
May 29, 2024	425	Filed by ConocoPhillips Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	EX-2.1	AGREEMENT AND PLAN OF MERGER PUMA MERGER SUB CORP. MARATHON OIL CORPORATION Dated as of May 28, 2024 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CONOCOPHILLIPS, PUMA MERGER SUB CORP. and MARATHON OIL CORPORATION Dated as of May 28, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 ARTICLE II THE MERGER 2.1 The Merger 4 2.2 Closing 4 2.3 Effect of the Merger 5 2.4 Certificate of Incorporation of the Surviving Corporation 5 2.5 Byla
May 29, 2024	EX-99.2	Cautionary Statement CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This presentation includes “forward-looking statements” as defined under the federal securities laws. A May 29, 2024 Marathon Oil Corporation Transaction Announcement Exhibit 99.2 Cautionary Statement CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This presentation includes “forward-looking statements” as defined under the federal securities laws. All statements other than statements of historical fact included or incorpo
May 29, 2024	EX-99.1	--- # # # --- Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 29, 2024 ConocoPhillips to acquire Marathon Oil Corporation in all-stock transaction; provides shareholder distribution update · Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share.
May 29, 2024	425	-2- Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	EX-99.1	— # # # — Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 29, 2024 ConocoPhillips to acquire Marathon Oil Corporation in all-stock transaction, provides shareholder distribution update • Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share.
May 29, 2024	425	-2- Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	425	Filed by ConocoPhillips 425 1 tm2415645d3425.htm 425 Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.: 001-05153 Date: May 29, 2024 [The following email was sent by Ryan Lance, CEO of ConocoPhillips, to employees of ConocoPhillips on May 29, 2024.] T
May 29, 2024	EX-2.1	Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp. and Marathon Oil Corporation Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among CONOCOPHILLIPS, PUMA MERGER SUB CORP. and MARATHON OIL CORPORATION Dated as of May 28, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 2.1 The Merger 4 2.2 Closing 4 2.3 Effect of the Merger 5 2.4 Certificate of Incorporation of the Surviving Corp
May 29, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission File
May 29, 2024	425	Filed by ConocoPhillips Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2024 Marathon Oil Corpora UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 28, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission File
May 29, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 (May 28, 2024) ConocoPhillips (Exact name of registrant as specified in its charter) Delaware 001-32395 01-0562944 (State or other jurisdiction of incorporation) (Commiss
May 29, 2024	425	Filed by: Marathon Oil Corporation Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	425	Filed by ConocoPhillips Filed by ConocoPhillips pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	EX-99.1	— # # # — Exhibit 99.1 925 North Eldridge Parkway Houston, TX 77079 Media Relations: 281-293-1149 www.conocophillips.com/media NEWS RELEASE May 29, 2024 ConocoPhillips to acquire Marathon Oil Corporation in all-stock transaction, provides shareholder distribution update • Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share.
May 29, 2024	EX-2.1	Agreement and Plan of Merger, dated as of May 28, 2024, among Marathon Oil Corporation, ConocoPhillips and Puma Merger Sub Corp. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CONOCOPHILLIPS, PUMA MERGER SUB CORP. and MARATHON OIL CORPORATION Dated as of May 28, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 ARTICLE II THE MERGER 2.1 The Merger 4 2.2 Closing 4 2.3 Effect of the Merger 5 2.4 Certificate of Incorporation of the Surviving Corporation 5 2.5 Byla
May 29, 2024	425	2 Filed by: Marathon Oil Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Marathon Oil Corporation Commission File No.
May 29, 2024	EX-99.2	Cautionary Statement CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This presentation includes “forward-looking statements” as defined under the federal securities laws. A May 29, 2024 Marathon Oil Corporation Transaction Announcement Exhibit 99.2 Cautionary Statement CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This presentation includes “forward-looking statements” as defined under the federal securities laws. All statements other than statements of historical fact included or incorpo
May 23, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of in
May 16, 2024	CORRESP	990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 May 16, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.
May 2, 2024	EX-10.1	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers Exhibit 10.1 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 3-year pro-rata vesting {insert grant date} Section 16 Officer Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the C
May 2, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5153 Marathon Oil
May 2, 2024	EX-10.3	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2026 Performance Cycle for Section 16 Officers Exhibit 10.3 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2024 - 2026 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee o
May 2, 2024	EX-10.2	2024 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2024 - 2025 Performance Cycle for Section 16 Officers Exhibit 10.2 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2024 - 2025 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee o
May 1, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of inc
May 1, 2024	EX-99.1	Marathon Oil Reports First Quarter 2024 Results Returned $350 Million to Shareholders and Sanctioned Equatorial Guinea Drilling Program Marathon Oil Reports First Quarter 2024 Results Returned $350 Million to Shareholders and Sanctioned Equatorial Guinea Drilling Program HOUSTON, May 1, 2024 - Marathon Oil Corporation (NYSE: MRO) reported first quarter 2024 net income of $297 million or $0.
April 10, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 10, 2024	DEF 14A	LETTER TO STOCKHOLDERS April 10, 2024 Dear Marathon Oil Corporation Stockholder, In 2023, Marathon Oil again executed on every dimension of our Framework for Success, providing exceptional value to our stockholders. Within our high-quality E&P peer g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
March 28, 2024	EX-99.1	Marathon Oil Corporation Announces Pricing of Offering of $600 Million of Senior Notes Due 2029 and $600 Million of Senior Notes Due 2034 Exhibit 99.1 Marathon Oil Corporation Announces Pricing of Offering of $600 Million of Senior Notes Due 2029 and $600 Million of Senior Notes Due 2034 HOUSTON, March 26, 2024 - Marathon Oil Corporation (NYSE: MRO) (the “Company”) announced today that it has priced an offering of senior notes in an aggregate amount of $1.2 billion, consisting of $600 million principal amount of its 5.300% Senior No
March 28, 2024	EX-4.3	Form of Senior Notes due 2034 (included in Exhibit 4.3). Exhibit 4.3 MARATHON OIL CORPORATION 5.700% Senior Notes due 2034 A series of Securities are hereby established pursuant to Section 3.01 of the Indenture dated as of February 26, 2002 between Marathon Oil Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank (the “Trustee”), relating to senior debt securities of the Company
March 28, 2024	EX-4.2	Form of Senior Notes due 2029 (included in Exhibit 4.2). Exhibit 4.2 MARATHON OIL CORPORATION 5.300% Senior Notes due 2029 A series of Securities are hereby established pursuant to Section 3.01 of the Indenture dated as of February 26, 2002 between Marathon Oil Corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank (the “Trustee”), relating to senior debt securities of the Company
March 28, 2024	EX-1.1	Underwriting Agreement by and among Marathon Oil Corporation, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dated March 26, 2024. Exhibit 1.1 MARATHON OIL CORPORATION DEBT SECURITIES Underwriting Agreement March 26, 2024 To the Representatives named in Schedule I hereto of the Underwriters Named in Schedule II hereto Ladies and Gentlemen: Marathon Oil Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as
March 28, 2024	PRE 14A	PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION LETTER TO STOCKHOLDERS April [ ], 2024 Dear Marathon Oil Corporation Stockholder, In 2023, Marathon Oil again executed on every dimension of our Framework for Success, providing exceptional value to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
March 28, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 26, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 (State or other jurisdiction of incorporation) (Commission Fi
March 27, 2024	424B2	$1,200,000,000 $600,000,000 5.300% Senior Notes due 2029 $600,000,000 5.700% Senior Notes due 2034 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-269135 Prospectus supplement (To Prospectus dated January 5, 2023) $1,200,000,000 $600,000,000 5.300% Senior Notes due 2029 $600,000,000 5.700% Senior Notes due 2034 We are offering $600,000,000 aggregate principal amount of our 5.300% Senior Notes due 2029 (the “2029 Notes”) and $600,000,000 aggregate principal amount of our
March 27, 2024	EX-FILING FEES	Calculation of Filing Fee Tables (Form Type) Marathon Oil Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forwa Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)(1) (Form Type) Marathon Oil Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5.
March 26, 2024	424B2	Subject to Completion, dated March 26, 2024 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-269135 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not perm
March 26, 2024	FWP	Marathon Oil Corporation $600,000,000 5.300% Senior Notes due 2029 $600,000,000 5.700% Senior Notes due 2034 Pricing Term Sheet March 26, 2024 ISSUER FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration No. 333-269135 Marathon Oil Corporation $600,000,000 5.300% Senior Notes due 2029 $600,000,000 5.700% Senior Notes due 2034 Pricing Term Sheet March 26, 2024 This supplement (this “Pricing Term Sheet”) is qualified in its entirety by reference to the preliminary prospectus supplement dated March 26, 2024 (the “Preliminary Prosp
March 1, 2024	EX-99.1	Marathon Oil Corporation Announces Key Officer Promotions Exhibit 99.1 Marathon Oil Corporation Announces Key Officer Promotions HOUSTON, Feb. 29, 2024 /PRNewswire/ - Marathon Oil Corporation (NYSE: MRO) announced today that Rob L. White has been promoted to Executive Vice President and Chief Financial Officer, effective May 1, 2024, and that Zach Dailey, Vice President, Internal Audit, will succeed Mr. White as Vice President, Controller and Chief Accou
March 1, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 27, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 22, 2024	EX-21.1	List of Significant Subsidiaries Exhibit 21.1 Subsidiaries of Marathon Oil The names of certain subsidiaries have been omitted since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary, as of the end of the year covered by this report, as defined under the Securities and Exchange Commission Regulation S-X 210.1-02(w). Company Name Jurisdiction of Incorporation or Organization Al
February 22, 2024	EX-99.4	Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2023 January 29, 2024 Marathon Oil Company 990 Town and Country Boulevard Houston, Texas 77024 Ladies and Gentlemen: In accordance with your request, we have audited the estimates prepared by Marathon Oil Company (MOC), as of December 31, 2023, of the proved developed producing reserves to the MOC interest in Alba Field located offshore Equatorial Guinea.
February 22, 2024	EX-99.3	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2023 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS MARATHON OIL CORPORATION PERMIAN BUSINESS UNIT Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 Robert J.
February 22, 2024	EX-4.2	Description of Registrants Securities Exhibit 4.2 Description of Common Stock Our authorized common stock consists of: • 1,925,000,000 shares of common stock. Each authorized share of common stock has a par value of $1.00. As of December 31, 2023, 576,825,851 shares of common stock were outstanding, and 360,062,234 shares of common stock were held as treasury shares. In the discussion that follows, we have summarized the material prov
February 22, 2024	EX-97.1	Clawback Policy for the Recovery of Erroneously Awarded Compensation MARATHON OIL POLICY MRO 151 MARATHON OIL CORPORATION CLAWBACK POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION GENERAL PURPOSE The Board of Directors (the “Board”) of Marathon Oil Corporation (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy.
February 22, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil Corporation (Exact
February 22, 2024	EX-10.39	Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 31, 2024) Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 31, 2024) 1.
February 22, 2024	EX-99.1	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2023 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS MARATHON OIL CORPORATION BAKKEN Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 Clark D.
February 22, 2024	EX-99.2	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2023 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS MARATHON OIL CORPORATION EAGLE FORD BUSINESS UNIT Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 Robert J.
February 21, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2024 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 21, 2024	EX-99.1	Marathon Oil Announces 2024 Capital Budget and Reports Fourth Quarter and Full-Year 2023 Results Delivered $1.7 Billion of Shareholder Returns and $500 Million of Gross Debt Reduction Marathon Oil Announces 2024 Capital Budget and Reports Fourth Quarter and Full-Year 2023 Results Delivered $1.
February 13, 2024	SC 13G/A	MRO / Marathon Oil Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01396-marathonoilcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Marathon Oil Corp Title of Class of Securities: Common Stock CUSIP Number: 565849106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate
February 9, 2024	SC 13G	MRO / Marathon Oil Corporation / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Marathon Oil Corp (Name of Issuer) Common Stock (Title of Class of Securities) 565849106 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu
February 9, 2024	EX-99	JOINT FILING AGREEMENT EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie
November 2, 2023	EX-10.2	Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program, Amended and Restated Effective January 1, 2024 Exhibit 10.2 Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program Amended and Restated Effective January 1, 2024 I. Introduction Marathon Oil Corporation established the Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program (the “Program”), effective July 1, 2002, to assist eligible executive officers in obtaining professional advice for personal ta
November 2, 2023	EX-10.1	Incremental Commitment Supplement, dated as of September 19, 2023, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as of May 5, 2015, the Second Amendment, dated as of June 22, 2017, the Third Amendment, dated as of October 18, 2018, the Fourth Amendment, dated as of September 24, 2019, the Fifth Amendment, dated as of December 4, 2020, the Sixth Amendment, dated as of June 21, 2021 and the Seventh Amendment, dated as of July 28, 2022, and as supplemented by the Incremental Commitments Supplement, dated as of March 4, 2016 and Incremental Commitments Supplement, dated as of July 11, 2017, among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein Exhibit 10.1 Execution Version INCREMENTAL COMMITMENT SUPPLEMENT dated as of September 19, 2023 (this “Agreement”), among MARATHON OIL CORPORATION, a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the SWINGLINE LENDER and each ISSUING BANK. WHEREAS, reference is made to the Amended and Restated Credit Agreement dated as of May 28,
November 2, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon
November 1, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 1, 2023	EX-99.1	Marathon Oil Reports Third Quarter 2023 Results Returned Over $475 Million to Shareholders Raised Quarterly Base Dividend and Increased Share Repurchase Authorization Marathon Oil Reports Third Quarter 2023 Results Returned Over $475 Million to Shareholders Raised Quarterly Base Dividend and Increased Share Repurchase Authorization HOUSTON, Nov.
October 30, 2023	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
October 30, 2023	EX-3.1	Amended and Restated By-Laws of Marathon Oil, dated October 25, 2023 (filed with the SEC as Exhibit 3.1 to Marathon Oil’s Current Report on Form 8-K filed with the SEC on October 30, 2023). Exhibit 3.1 MARATHON OIL CORPORATION BY-LAWS (Amended and restated as of October 25, 2023) ARTICLE I. Stockholders. Section 1.1. Time and Place of Meetings of Stockholders. The Corporation shall hold an annual meeting of its stockholders each calendar year for the purpose of electing directors of the Corporation, and transacting such other business as may be brought before such meeting in accordan
October 27, 2023	EX-3.1	Marathon Oil Corporation By-laws (Amended and Restated as of October 25, 2023) Exhibit 3.1 MARATHON OIL CORPORATION BY-LAWS (Amended and restated as of October 25, 2023) ARTICLE I. Stockholders. Section 1.1. Time and Place of Meetings of Stockholders. The Corporation shall hold an annual meeting of its stockholders each calendar year for the purpose of electing directors of the Corporation, and transacting such other business as may be brought before such meeting in accordan
October 27, 2023	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
August 3, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil C
August 2, 2023	EX-99.1	Marathon Oil Reports Second Quarter 2023 Results Over $830 Million of Shareholder Distributions in First Half 2023 Marathon Oil Reports Second Quarter 2023 Results Over $830 Million of Shareholder Distributions in First Half 2023 HOUSTON, August 2, 2023 - Marathon Oil Corporation (NYSE: MRO) reported second quarter 2023 net income of $287 million or $0.
August 2, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of
May 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 24, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of in
May 4, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil
May 4, 2023	EX-10.2	2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2025 Performance Cycle for Section 16 Officers Exhibit 10.2 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2023 - 2025 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee o
May 4, 2023	EX-10.1	2023 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2023 - 2024 Performance Cycle for Section 16 Officers Exhibit 10.1 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2023 - 2024 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee o
May 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 3, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of inc
May 3, 2023	EX-99.1	Marathon Oil Reports First Quarter 2023 Results Returned $400 Million to Shareholders and Completed Ensign Integration Marathon Oil Reports First Quarter 2023 Results Returned $400 Million to Shareholders and Completed Ensign Integration HOUSTON, May 3, 2023 - Marathon Oil Corporation (NYSE: MRO) reported first quarter 2023 net income of $417 million or $0.
April 12, 2023	DEF 14A	April 12, 2023 Dear Marathon Oil Corporation Stockholder, 2022 was an extraordinary year for Marathon Oil. From record stockholder distributions, differentiated per share growth across all the metrics that matter and multiple environmental, social an UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 12, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
February 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 16, 2023	EX-99.3	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2022 Exhibit 99.3 MARATHON OIL CORPORATION OKLAHOMA RESOURCE BASIN Estimated Future Reserves Attributable to Certain Leasehold Interests SEC Parameters As of December 31, 2022 \s\ Scott J. Wilson Scott J. Wilson, P.E., MBA Colorado License No. 36112 Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 January 14, 2023 Marathon Oil Corporation 990 Town and Country B
February 16, 2023	EX-10.25	Summary Director Compensation Arrangement, effective 2023 Exhibit 10.25 Marathon Oil Corporation Non-Employee Director Compensation Package 2023 Non-Employee Director Pay Package Annual Cash Retainer – Paid Quarterly on a Prorated Basis $95,000 Annual Director Stock Unit Award – Granted Annually1 $200,000 Total Annual Compensation Package Exclusive of Chair Fees $295,000 Audit Committee Annual Chair Cash Fee – Paid Quarterly on a Prorated Basis $20,000 C
February 16, 2023	EX-99.4	Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2022 Exhibit 99.4 January 24, 2023 Marathon Oil Company 990 Town and Country Boulevard Houston, Texas 77024 Ladies and Gentlemen: In accordance with your request, we have audited the estimates prepared by Marathon Oil Company (Marathon), as of December 31, 2022, of the proved developed producing reserves to the Marathon interest in Alba Field located offshore Equatorial Guinea. The scope of our work di
February 16, 2023	EX-99.2	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2022 Exhibit 99.2 MARATHON OIL CORPORATION EAGLE FORD BUSINESS UNIT Estimated Future Reserves Attributable to Certain Leasehold Interests SEC Parameters As of December 31, 2022 \s\ Robert J. Paradiso \s\ Jonathan Lee Robert J. Paradiso, P.E. Jonathan Lee TBPELS License No. 111861 Senior Petroleum Engineer Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 January 23, 20
February 16, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil Corporation (Exact
February 16, 2023	EX-99.1	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2022 Exhibit 99.1 MARATHON OIL CORPORATION BAKKEN Estimated Future Reserves Attributable to Certain Leasehold Interests SEC Parameters As of December 31, 2022 \s\ Clark D. Parrott Clark D. Parrott, P.E. Colorado License No. 35262 Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 January 14, 2023 Marathon Oil Corporation 990 Town and Country Blvd. Houston, Texas 77024 L
February 16, 2023	EX-4.2	Description of Registrants Securities Exhibit 4.2 Description of Common Stock Our authorized common stock consists of: • 1,925,000,000 shares of common stock. Each authorized share of common stock has a par value of $1.00. As of December 31, 2022, 633,150,439 shares of common stock were outstanding, and 303,737,646 shares of common stock were held as treasury shares. In the discussion that follows, we have summarized the material prov
February 16, 2023	EX-21.1	List of Significant Subsidiaries Exhibit 21.1 Subsidiaries of Marathon Oil The names of certain subsidiaries have been omitted since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary, as of the end of the year covered by this report, as defined under the Securities and Exchange Commission Regulation S-X 210.1-02(w). Company Name Jurisdiction of Incorporation or Organization Al
February 15, 2023	EX-99.1	Marathon Oil Announces 2023 Capital Budget and Reports Fourth Quarter and Full Year 2022 Results Returned $3 Billion of Capital to Shareholders in 2022 Marathon Oil Announces 2023 Capital Budget and Reports Fourth Quarter and Full Year 2022 Results Returned $3 Billion of Capital to Shareholders in 2022 HOUSTON, Feb.
February 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2023 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 9, 2023	SC 13G/A	MRO / Marathon Oil Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01362-marathonoilcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Marathon Oil Corp. Title of Class of Securities: Common Stock CUSIP Number: 565849106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate
January 5, 2023	S-3ASR	As filed with the Securities and Exchange Commission on January 5, 2023 As filed with the Securities and Exchange Commission on January 5, 2023 Registration No.
January 5, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Marathon Oil Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par value $1.
January 5, 2023	EX-25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Senior Indenture on Form T-1. EX-25.1 6 ex251-20230105s3.htm EX-25.1 Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
January 5, 2023	EX-25.2	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Subordinated Indenture on Form T-1. EX-25.2 7 ex252-20230105s3.htm EX-25.2 Exhibit 25.2 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
January 3, 2023	EX-99.,1	C O R R E C T I O N -- Marathon Oil Corporation Exhibit 99.1 C O R R E C T I O N - Marathon Oil Corporation In the news release, Marathon Oil Completes Eagle Ford Acquisition, issued 27-Dec-2022 by Marathon Oil Corporation over PR Newswire, we are advised by the company that in the 3rd paragraph, "67 net boepd (22 net bopd of oil)" should instead read "67,000 net boepd (22,000 net bopd of oil)". The complete, corrected release follows: Marathon
January 3, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 27, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
November 29, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
November 29, 2022	EX-10.1	Term Credit Agreement, dated as of November 22, 2022, among Marathon Oil Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other financial institutions named therein EXECUTION VERSION TERM CREDIT AGREEMENT dated as of November 22, 2022, among MARATHON OIL CORPORATION, The LENDERS Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC.
November 7, 2022	EX-99.1	Marathon Oil Announces Eagle Ford Acquisition Expanding Basin Scale with Financial and Inventory Accretion Marathon Oil Announces Eagle Ford Acquisition Expanding Basin Scale with Financial and Inventory Accretion HOUSTON, Nov.
November 7, 2022	EX-2.1	Purchase and Sale Agreement, dated November 2, 2022, by and among Ensign Operating LLC, Ensign Operating II LLC, Ensign Operating III LLC, and Marathon Oil EF II LLC Execution Version PURCHASE AND SALE AGREEMENT BY AND AMONG ENSIGN OPERATING LLC, ENSIGN OPERATING II LLC AND ENSIGN OPERATING III LLC, AS SELLERS AND MARATHON OIL EF II LLC, AS PURCHASER EXECUTION DATE: November 2, 2022 EFFECTIVE TIME: 12:01 A.
November 7, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 3, 2022	EX-10.2	Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program, Amended and Restated Effective July 27, 2022 Marathon Oil Corporation Executive Tax, Estate and Financial Planning Program Amended and Restated Effective July 27, 2022 I.
November 3, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon
November 2, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 2, 2022	EX-99.1	Marathon Oil Reports Third Quarter 2022 Results $1.2 Billion Returned to Shareholders in Third Quarter Marathon Oil Reports Third Quarter 2022 Results $1.2 Billion Returned to Shareholders in Third Quarter HOUSTON, Nov. 2, 2022 - Marathon Oil Corporation (NYSE: MRO) reported third quarter 2022 net income of $817 million or $1.22 per diluted share, which includes the impact of certain items not typically represented in analysts' earnings estimates and that would otherwise affect comparability of res
October 31, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
October 31, 2022	EX-99.1	Mark McCollum and Shawn Williams Elected to Marathon Oil Corporation Board of Directors Mark McCollum and Shawn Williams Elected to Marathon Oil Corporation Board of Directors HOUSTON, Oct.
August 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil C
August 3, 2022	EX-99.1	Marathon Oil Reports Second Quarter 2022 Results Record Quarterly Free Cash Flow and over $1.7 Billion of YTD Shareholder Distributions Marathon Oil Reports Second Quarter 2022 Results Record Quarterly Free Cash Flow and over $1.
August 3, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 3, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of
August 2, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 28, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of i
August 2, 2022	EX-10.1	Seventh Amendment, dated as of July 28, 2022, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as of May 5, 2015, the Second Amendment, dated as of June 22, 2017, the Third Amendment, dated as of October 18, 2018, the Fourth Amendment, dated as of September 24, 2019, the Fifth Amendment, dated as of December 4, 2020 and the Sixth Amendment, dated as of June 21, 2021, and as supplemented by the Incremental Commitments Supplement, dated as of March 4, 2016 and Incremental Commitments Supplement, dated as of July 11, 2017, among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein EXECUTION VERSION SEVENTH AMENDMENT dated as of July 28, 2022 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 28, 2014 (as heretofore amended, the “Existing Credit Agreement”; and, as amended hereby, the “Amended Credit Agreement”), among MARATHON OIL CORPORATION, a Delaware corporation, the LENDERS party thereto and JPMORGAN CHASE BANK, N.
July 20, 2022	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-
July 20, 2022	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1
July 20, 2022	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe
July 20, 2022	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 ☐ T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-
June 17, 2022	CORRESP	990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 June 17, 2022 Via EDGAR Wei Lu Staff Accountant U.
June 9, 2022	CORRESP	990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 June 9, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.
May 31, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of in
May 10, 2022	CORRESP	990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 May 10, 2022 Via EDGAR Wei Lu Staff Accountant U.
May 5, 2022	EX-10.1	2022 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2022 - 2023 Performance Cycle for Section 16 Officers Exhibit 10.1 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2022 - 2023 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), an employee o
May 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil
May 5, 2022	EX-10.2	2022 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2022 - 2024 Performance Cycle for Section 16 Officers Exhibit 10.2 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2022 - 2024 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), an employee o
May 4, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of inc
May 4, 2022	EX-99.1	Marathon Oil Reports First Quarter 2022 Results Continuing to Prioritize Return of Capital with $900 Million of YTD Share Repurchases and Fifth Consecutive Base Dividend Raise Marathon Oil Reports First Quarter 2022 Results Continuing to Prioritize Return of Capital with $900 Million of YTD Share Repurchases and Fifth Consecutive Base Dividend Raise HOUSTON, May 4, 2022 - Marathon Oil Corporation (NYSE:MRO) reported first quarter 2022 net income of $1,304 million, or $1.
April 27, 2022	CORRESP	990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 CORRESP 1 filename1.htm 990 Town and Country Boulevard Houston, TX 77024-2217 Telephone: 713-629-6600 April 27, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Marathon Oil Corporation Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 17, 2022 Form 8-K filed February
April 8, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 8, 2022	DEF 14A	April 8, 2022 Dear Marathon Oil Corporation Stockholder, 2021 was an outstanding year at Marathon Oil, as evidenced by our bottom line financial results and environmental, safety and governance (ESG) excellence that compete not only with the best com DEF 14A 1 a2022-mroproxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O
March 11, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 7, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of i
February 28, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 22, 2022	EX-99.1	Marathon Oil Promotes Rob L. White to Vice President, Controller and Chief Accounting Officer Exhibit 99.1 Marathon Oil Promotes Rob L. White to Vice President, Controller and Chief Accounting Officer HOUSTON, February 21, 2022 /PRNewswire/ Marathon Oil Corporation (NYSE: MRO) announced today that Rob L. White has been promoted to Vice President, Controller and Chief Accounting Officer, effective March 1, 2022. Mr. White joined Marathon Oil in 1991 and has more than 30 years of experience
February 22, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 17, 2022	EX-4.2	description of our common stock Exhibit 4.2 Description of Common Stock Our authorized common stock consists of: ? 1,925,000,000 shares of common stock. Each authorized share of common stock has a par value of $1.00. As of December 31, 2021, 743,059,384 shares of common stock were outstanding, and 193,828,737 shares of common stock were held as treasury shares. In the discussion that follows, we have summarized the material prov
February 17, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil Corporation (Exact
February 17, 2022	EX-99.1	, independent petroleum engineers and geologists for 2021 Exhibit 99.1 MARATHON OIL CORPORATION BAKKEN Estimated Future Reserves Attributable to Certain Leasehold Interests SEC Parameters As of December 31, 2021 /s/ Clark D. Parrott Clark D. Parrott, P.E. Colorado License No. 35262 Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 January 21, 2022 Marathon Oil Corporation 990 Town and Country Blvd. Houston, Texas 77024 L
February 17, 2022	EX-99.2	Summary report of audits performed by Ryder Scott Company, L.P., independent petroleum engineers and geologists for 2021 Exhibit 99.2 MARATHON OIL CORPORATION PERMIAN BASIN Estimated Future Reserves Attributable to Certain Leasehold Interests SEC Parameters As of December 31, 2021 /s/ Robert J. Paradiso /s/ Jonathan Lee Robert J. Paradiso, P.E. Jonathan Lee TBPELS License No. 111861 Senior Petroleum Engineer Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 January 24, 2022 Marathon
February 17, 2022	EX-99.9	Alba Plant, LLC financial statements as of December 31, 2021 Exhibit 99.9 Alba Plant LLC Financial Statements December 31, 2021, 2020 and 2019 Alba Plant LLC Index December 31, 2021, 2020 and 2019 Page(s) Independent Auditor's Report 1-2 Financial Statements Balance Sheets 3 Statements of Income 4 Statements of Stockholders? Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7-16 Report of Independent Auditors To the Management of Alba Plant
February 17, 2022	EX-21.1	List of Significant Subsidiaries Exhibit 21.1 Subsidiaries of Marathon Oil The names of certain subsidiaries have been omitted since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary, as of the end of the year covered by this report, as defined under the Securities and Exchange Commission Regulation S-X 210.1-02(w). Company Name Jurisdiction of Incorporation or Organization Al
February 16, 2022	EX-99.1	Marathon Oil Announces 2022 Capital Budget and Reports Fourth Quarter and Full Year 2021 Results Prioritizing Return of Capital with $1 Billion of Share Repurchases Executed and Fourth Consecutive Base Dividend Raise Marathon Oil Announces 2022 Capital Budget and Reports Fourth Quarter and Full Year 2021 Results Prioritizing Return of Capital with $1 Billion of Share Repurchases Executed and Fourth Consecutive Base Dividend Raise HOUSTON, February 16, 2022 - Marathon Oil Corporation (NYSE:MRO) reported fourth quarter 2022 net income of $649 million, or $0.
February 16, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2022 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 10, 2022	SC 13G/A	MRO / Marathon Oil Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Marathon Oil Corp. Title of Class of Securities: Common Stock CUSIP Number: 565849106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??
November 4, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon
November 3, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 3, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 3, 2021	EX-99.1	Marathon Oil Reports Third Quarter 2021 Results Raised Base Dividend 20% and Executed $200 Million of Share Repurchases Marathon Oil Reports Third Quarter 2021 Results Raised Base Dividend 20% and Executed $200 Million of Share Repurchases HOUSTON, November 3, 2021 - Marathon Oil Corporation (NYSE:MRO) reported third quarter 2021 net income of $184 million, or $0.
September 23, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 20, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
August 5, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil C
August 4, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of
August 4, 2021	EX-99.1	Marathon Oil Reports Second Quarter 2021 Results Accelerating Gross Debt Reduction and Increasing Base Dividend Marathon Oil Reports Second Quarter 2021 Results Accelerating Gross Debt Reduction and Increasing Base Dividend HOUSTON, August 4, 2021 - Marathon Oil Corporation (NYSE:MRO) reported second quarter 2021 net income of $16 million, or $0.
June 23, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of i
June 23, 2021	EX-10.1	Sixth Amendment, dated as of June 21, 2021, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as of May 5, 2015, the Second Amendment, dated as of June 22, 2017, the Third Amendment, dated as of October 18, 2018, the Fourth Amendment, dated as of September 24, 2019, and the Fifth Amendment, dated as of December 4, 2020 and as supplemented by the Incremental Commitments Supplement, dated as of March 4, 2016 and Incremental Commitments Supplement, dated as July 11, 2017, among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein EXECUTION VERSION SIXTH AMENDMENT dated as of June 21, 2021 (this ?Amendment?), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 28, 2014 (as heretofore amended, the ?Credit Agreement?), among MARATHON OIL CORPORATION, a Delaware corporation, the LENDERS party thereto, JPMORGAN CHASE BANK, N.
May 26, 2021	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2021 ( May 26, 2021 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.
May 6, 2021	EX-10.3	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2023 Performance Cycle for Section 16 Officers Exhibit 10.3 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2021 - 2023 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), an employee o
May 6, 2021	EX-10.1	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Section 16 Officers Exhibit 10.1 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 3-year pro-rata vesting {insert grant date} Section 16 Officer Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), an employee of the C
May 6, 2021	EX-10.2	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement 2021 - 2022 Performance Cycle for Section 16 Officers Exhibit 10.2 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2021 - 2022 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), an employee o
May 6, 2021	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil
May 5, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of inc
May 5, 2021	EX-99.1	Marathon Oil Reports First Quarter 2021 Results Generates Significant Free Cash Flow, Reduces Gross Debt, Raises Base Dividend Marathon Oil Reports First Quarter 2021 Results Generates Significant Free Cash Flow, Reduces Gross Debt, Raises Base Dividend HOUSTON, May 5, 2021 - Marathon Oil Corporation (NYSE:MRO) reported first quarter 2021 net income of $97 million, or $0.
April 20, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 20, 2021 ( April 20, 2021 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (
April 20, 2021	EX-99.1	Marathon Oil Provides Preliminary First Quarter 2021 Update Exhibit 99.1 Marathon Oil Provides Preliminary First Quarter 2021 Update Houston, Apr. 20, 2021 - Marathon Oil Corporation (NYSE: MRO) today provided preliminary information regarding certain first quarter 2021 financial and operational estimates in light of uncertainty from Winter Storm Uri. The Company will report final first quarter results on Wednesday, May 5, after the close of U.S. financial
April 9, 2021	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin
April 9, 2021	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin
March 17, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 17, 2021 ( March 12, 2021 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (
March 17, 2021	EX-99.1	Holli Ladhani elected to Marathon Oil Corporation Board of Directors Exhibit 99.1 Holli Ladhani elected to Marathon Oil Corporation Board of Directors HOUSTON, March 17, 2021 - Marathon Oil Corporation (NYSE:MRO) announced today that Holli C. Ladhani has been elected to the Company’s board of directors, effective March 31, 2021. “We are pleased to welcome Holli to Marathon Oil’s board of directors,” said Chairman, President and CEO Lee Tillman. “We believe Holli’s
February 23, 2021	EX-4.2	Description of Registrants Securities Exhibit 4.2 Description of Common Stock Our authorized common stock consists of: ? 1,925,000,000 shares of common stock. Each authorized share of common stock has a par value of $1.00. As of December 31, 2020, 789,376,384 shares of common stock were outstanding, and 147,511,701 shares of common stock were held as treasury shares. In the discussion that follows, we have summarized the material prov
February 23, 2021	10-K	Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil Corporation (Exact
February 23, 2021	EX-99.1	Summary report of audits performed by Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists for 2019 Exhibit 99.1 April 30, 2020 Marathon Oil Company 5555 San Felipe Street Houston, Texas 77056 Ladies and Gentlemen: In accordance with your request, we have audited the estimates prepared by Marathon Oil Company (Marathon), as of December 31, 2019, of the proved reserves to the Marathon interest in Alba Field located offshore Equatorial Guinea. The scope of our work did not include auditing the fut
February 23, 2021	EX-99.9	Alba Plant, LLC financial statements as of December 31, 2020 Exhibit 99.9 Alba Plant LLC Financial Statements December 31, 2020, 2019 and 2018 Alba Plant LLC Index December 31, 2020, 2019 and 2018 Page(s) Report of Independent Auditors 1-2 Financial Statements Balance Sheets 3 Statements of Income 4 Statements of Stockholders? Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7-13 Report of Independent Auditors To the Management of Alba Plan
February 23, 2021	EX-10.9	2021 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Restricted Stock Unit Award Agreement for Non-Employee Directors Exhibit 10.9 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT with 1-year cliff vesting {insert grant date} Non-Employee Director Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the ?Plan?), MARATHON OIL CORPORATION (the ?Corporation?) hereby grants to [NAME] (the ?Participant?), a non-employee direc
February 23, 2021	EX-21.1	List of Significant Subsidiaries Exhibit 21.1 Subsidiaries of Marathon Oil The names of certain subsidiaries have been omitted since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary, as of the end of the year covered by this report, as defined under the Securities and Exchange Commission Regulation S-X 210.1-02(w). Company Name Jurisdiction of Incorporation or Organization Al
February 23, 2021	EX-10.40	Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 27, 2021) Exhibit 10.40 Marathon Oil Corporation Officer Change in Control Severance Benefits Plan (As amended effective January 27, 2021) 1.Purpose of the Plan. Marathon Oil Corporation and its subsidiaries and affiliates recognize that the contributions of its officers to the growth and success of the Corporation (as defined below) are and will continue to be substantial, and the Corporation desires to as
February 23, 2021	EX-10.21	Summary Director Compensation Arrangement, effective 2021 Exhibit 10.21 Marathon Oil Corporation Non-Employee Director Compensation Package 2021 Non-Employee Director Pay Package Annual Cash Retainer ? Paid Quarterly on a Prorated Basis $95,000 Annual Director Stock Unit Award ? Granted Annually1 $150,000 Total Annual Compensation Package Exclusive of Chair Fees $245,000 Audit Committee Annual Chair Cash Fee ? Paid Quarterly on a Prorated Basis $20,000 C
February 22, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2021 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer
February 22, 2021	EX-99.1	Marathon Oil Announces 2021 Capital Budget and Reports Fourth Quarter and Full Year 2020 Results $1B Maintenance Budget Continues to Prioritize FCF and Balance Sheet Strength Marathon Oil Announces 2021 Capital Budget and Reports Fourth Quarter and Full Year 2020 Results $1B Maintenance Budget Continues to Prioritize FCF and Balance Sheet Strength HOUSTON, February 22, 2021 - Marathon Oil Corporation (NYSE:MRO) reported a fourth quarter 2020 net loss of $338 million, or $0.
February 12, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Marathon Oil Corp (Name of Issuer) Common Shares (Title of Class of Securities) (CUSIP Number) December SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Marathon Oil Corp (Name of Issuer) Common Shares (Title of Class of Securities) 565849106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which
February 10, 2021	SC 13G/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Marathon Oil Corp. Title of Class of Securities: Common Stock CUSIP Number: 565849106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒
February 4, 2021	SC 13G/A	SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Marathon Oil Corp (Name of Issuer) Common Stock (Title of Class of Securities) 565849106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche
January 11, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 11, 2021 ( January 6, 2021 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commissio
January 11, 2021	EX-99.1	Brent Smolik elected to Marathon Oil Corporation Board of Directors Exhibit 99.1 Brent Smolik elected to Marathon Oil Corporation Board of Directors HOUSTON, January 11, 2021 - Marathon Oil Corporation (NYSE:MRO) announced today that Brent Smolik has been elected to the Company’s board of directors, effective January 11, 2021. “We are pleased to welcome Brent to Marathon’s board of directors,” said Chairman, President and CEO Lee Tillman. “The addition of Brent co
December 8, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 8, 2020 ( December 4, 2020 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commissi
December 8, 2020	EX-10.1	Fifth Amendment, dated as of December 4, 2020, to the Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as of May 5, 2015, the Second Amendment, dated as of June 22, 2017, the Third Amendment, dated as of October 18, 2018, and the Fourth Amendment, dated as of September 24, 2019 and as supplemented by the Incremental Commitments Supplement, dated as of March 4, 2016 and Incremental Commitments Supplement, dated as July 11, 2017, among Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions named therein EXECUTION VERSION FIFTH AMENDMENT dated as of December 4, 2020 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 28, 2014 (as heretofore amended, the “Credit Agreement”), among MARATHON OIL CORPORATION, a Delaware corporation, the LENDERS party thereto, MIZUHO BANK, LTD.
December 2, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2020 ( November 30, 2020 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commiss
November 5, 2020	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon
November 4, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 4, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
November 4, 2020	EX-99.1	Marathon Oil Reports Third Quarter 2020 Results Significant Free Cash Flow through Differentiated Capital Efficiency Marathon Oil Reports Third Quarter 2020 Results Significant Free Cash Flow through Differentiated Capital Efficiency HOUSTON, November 4, 2020 - Marathon Oil Corporation (NYSE:MRO) today reported a third quarter 2020 net loss of $317 million, or $0.
August 6, 2020	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil C
August 5, 2020	8-K/A	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer o
August 5, 2020	EX-99.1	Marathon Oil Reports Second Quarter 2020 Results Capital Efficiency Improvement Drives Positive Guidance Revisions Marathon Oil Reports Second Quarter 2020 Results Capital Efficiency Improvement Drives Positive Guidance Revisions HOUSTON, August 5, 2020 - Marathon Oil Corporation (NYSE:MRO) today reported a second quarter 2020 net loss of $750 million, or $0.
August 5, 2020	EX-99.1	Marathon Oil Reports Second Quarter 2020 Results Capital Efficiency Improvement Drives Positive Guidance Revisions Marathon Oil Reports Second Quarter 2020 Results Capital Efficiency Improvement Drives Positive Guidance Revisions HOUSTON, August 5, 2020 - Marathon Oil Corporation (NYSE:MRO) today reported a second quarter 2020 net loss of $750 million, or $0.
August 5, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 mro-2020630er8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (C
July 17, 2020	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 17, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of i
July 13, 2020	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of i
June 1, 2020	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 1, 2020 ( May 27, 2020 ) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.
May 7, 2020	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1513 Marathon Oil
May 6, 2020	EX-99.1	Marathon Oil Reports First Quarter 2020 Results Prioritizing Financial Strength and Flexibility Marathon Oil Reports First Quarter 2020 Results Prioritizing Financial Strength and Flexibility HOUSTON, May 6, 2020 - Marathon Oil Corporation (NYSE:MRO) today reported a first quarter 2020 net loss of $(46) million, or $(0.
May 6, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2020 Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S. Employer of inc
May 1, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2020 (April 29, 2020) Marathon Oil Corporation (Exact name of registrant as specified in its charter) Delaware 1-1513 25-0996816 (State or other jurisdiction (Commission (I.R.S
May 1, 2020	EX-99.1	Marathon Oil Promotes Mike Henderson to Senior Vice President, Operations EXHIBIT 99.1 Marathon Oil Promotes Mike Henderson to Senior Vice President, Operations Friday, May 1, 2020 HOUSTON, May 1, 2020 - Marathon Oil Corporation (NYSE:MRO) announced today that effective May 4, 2020, Mike Henderson will be promoted to senior vice president, operations, and will oversee the U.S. Resource Play businesses. In October 2017, Mr. Henderson was appointed vice president, Resourc
April 29, 2020	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin
April 9, 2020	DEFA14A	MRO / Marathon Oil Corp. DEFA14A - - DEFA14A DEFA14A 1 mro-defa14ax2020.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as
April 9, 2020	DEF 14A	MRO / Marathon Oil Corp. DEF 14A - - DEF 14A DEF 14A 1 a2020-mroproxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission O
February 20, 2020	EX-10.13	2020 Form of Marathon Oil Corporation 2019 Incentive Compensation Plan Performance Unit Award Agreement for Section 16 Officers Exhibit 10.13 MARATHON OIL CORPORATION 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT 2020 - 2022 PERFORMANCE CYCLE Section 16 Officer 1. Grant of Performance Units. Pursuant to this Award Agreement and the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee

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