MKL 8-K Current Reports

Markel Group 8-K Report, Regulation FD Disclosure (May 20, 2026)

Markel Group Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a leadership team presentation made at its 2026 Annual Meeting of Shareholders on May 20, 2026. The presentation is attached as Exhibit 99.1 and is also posted on the company's investor relations website. The filing itself contains no new financial statements or guidance; its substance is in the exhibit. The presentation highlights a multi-year track record. Consolidated adjusted operating income grew from $397 million in 2020 to $845 million in 2025 across the Industrial, Financial, and Consumer & Other segments, a 5-year CAGR of 16%. The company cites about 8% average annual organic revenue growth over the last five years, $2.1 billion of distributions from operating companies to the holding company, and $1.3 billion invested in acquisitions. Average pre-tax return on tangible capital over 2021-2025 is shown as 26%. Management stresses underwriting profitability as its central focus, showing quarterly combined ratios from Q1 2023 through a trending quarter-to-date figure in Q1 2026. It also describes a reorganization of its U.S. operations into three divisions with 14 business units, an exit from Global Re, and a stated goal of becoming the preeminent specialty insurer.

May 20, 2026 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

Markel Group 8-K Report, Regulation FD Disclosure (Feb 26, 2026)

Markel Group Inc. (MKL) furnished its 2025 Letter to Shareholders from CEO Thomas S. Gayner under Item 7.01 (Regulation FD) on February 26, 2026, posting it on the company's website and filing it as Exhibit 99.1. The letter reports that intrinsic value per share grew 12% in 2025, a five-year compound annual growth rate of 15%, and 16% since the company's IPO. Operating revenues rose to $15,513 million from $14,814 million, operating income fell to $3,195 million from $3,713 million, and adjusted operating income rose to $2,304 million from $2,087 million. Comprehensive income to shareholders was $2,615 million, and shareholders' equity reached $18,598 million. The closing stock price was $2,149.65 at year-end, versus $1,726.23 a year earlier. The letter highlights a restructuring of Markel Insurance under CEO Simon Wilson, which includes giving each insurance operation its own profit and loss owner. Markel Insurance reported reserve redundancies of $484 million, or 5.8 points on the combined ratio, and the company sold the renewal rights of its reinsurance operations, with remaining reserves to run off over several years. The letter also notes that tougher economic conditions and softer property insurance prices may pressure reported results in the shorter term. The Financials segment produced revenues of $737 million and adjusted operating income of $327 million, while the Industrials segment earned revenues of $3.9 billion and adjusted operating income of $343 million, with the segment's dividends to the holding company totaling $145 million. Capital allocation highlights include public equity investments that earned a 10.5% total return, share repurchases of 223,000 shares at an average cost of $1,894, and redemption of all $600 million of preferred stock. The letter also cites a total unrealized gain on equity securities of $8.9 billion. The filing itself is a Regulation FD disclosure furnishing the letter rather than a financial results release, and it refers readers to the 2025 Form 10-K, filed the same day, for risk factors and non-GAAP reconciliations.

Feb 26, 2026 8-K

Markel Group 8-K Report, Executive Changes (Feb 26, 2026)

Markel Group Inc. (NYSE: MKL) announced a leadership restructuring on February 23, 2026. Simon Wilson, CEO of Markel Insurance, was appointed Executive Vice President and CEO, Markel Insurance, and Andrew G. Crowley, President of Markel Ventures, was appointed Executive Vice President and President, Markel Ventures. Both will report to Tom Gayner, CEO. Amy McCann was promoted to Chief Administrative Officer, retaining her role as General Counsel of Markel Ventures. Michael R. Heaton, Executive Vice President and Chief Operating Officer, is leaving the company; he ceased serving in that role effective February 21, 2026, with a mutually agreed departure date of March 23, 2026, and his separation triggers severance entitlements under his previously disclosed employment agreement. The Compensation Committee approved 2026 performance-year compensation changes effective February 24, 2026. Base salary increases include Wilson (from $877,305 to $894,851), Crowley and Brian J. Costanzo, CFO (each from $500,000 to $530,000), and Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary (from $620,000 to $640,000). Target equity award potential was raised for Gayner (550% to 565% of base salary), Wilson (175% to 225%), and Costanzo (175% to 190%), and Gayner's target annual cash incentive rose from 200% to 210%. For 2026, 75% of the equity award target will be performance-based and 25% service-based. Performance awards are tied equally to average operating income and total shareholder return CAGR over 2022 to 2026. Separately, on February 25, 2026, the Board amended and restated the Bylaws to allow shareholders owning at least 25% of voting power, held for at least one year, to call special meetings of shareholders, subject to specified procedures.

Feb 26, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Markel Group 8-K Report, Financial Results (Feb 4, 2026)

Markel Group Inc. (NYSE: MKL) reported its results for the quarter and year ended December 31, 2025 in a press release furnished as Exhibit 99.1 to this Form 8-K. For full year 2025, operating revenues were $15.51 billion, up 5% from $14.81 billion, and operating income was $3.19 billion, down 14% from $3.71 billion, largely reflecting net investment gains of $1.08 billion versus $1.81 billion in 2024. Adjusted operating income, which excludes equity portfolio market movements, rose 10% to $2.30 billion, and comprehensive income to shareholders was $2.61 billion. Operating cash flows were $2.8 billion. Markel Insurance, the company's cornerstone business, drove much of the improvement. Its adjusted operating income rose 16% to $1.38 billion for the year and 31% for the fourth quarter, supported by improved underwriting profitability and higher net investment income. The combined ratio improved to 95% for the year (94.6% per the segment table) from 95.5%, and the five-year average annual return on equity was 13%. Management noted that it took decisive actions to simplify and refocus Markel Insurance, including exiting the risk-managed directors and officers product line and selling renewal rights for the Global Reinsurance division in August 2025. Capital activity in 2025 included $600.0 million used to redeem preferred shares and $429.5 million in share repurchases, with 12.6 million shares outstanding at December 31, 2025 versus 12.8 million a year earlier. Invested assets rose to $37.4 billion. Management will hold a conference call on February 5, 2026 at 9:30 a.m. Eastern Time.

Feb 4, 2026 8-K

Markel Group 8-K Report, Financial Results (Oct 29, 2025)

Markel Group Inc. reported third-quarter 2025 operating revenues of $3.93 billion, up 7% from $3.69 billion a year earlier, and operating revenues of $11.51 billion for the nine months, up 4%. Operating income was $1.01 billion for the quarter, down 26%, and $2.40 billion year to date, down 23%. The company attributes the swing mainly to net investment gains, which fell to $432.9 million in the quarter from $917.5 million, because operating income is affected by market movements in its equity portfolio. Adjusted operating income, which excludes those movements, rose 24% to $621.0 million for the quarter and 7% to $1.68 billion year to date. The core insurance business drove much of the improvement. Markel Insurance's adjusted operating income increased 55% in the quarter to $428.5 million, and its combined ratio improved by more than four points to 93%. For the year to date, the combined ratio was 95%, consistent with the prior-year period. Underwriting gross premium volume rose 11% in the quarter. The company reported $2.1 billion of operating cash flow year to date and $344 million of share repurchases, and it had 12.6 million shares outstanding at September 30, 2025. The filing also introduces significant reporting changes. Markel Group re-segmented its businesses into Markel Insurance, Industrial, Financial, and Consumer and Other, moved net investment gains and losses outside operating revenues, and attributed investments to the businesses that hold them. Exhibit 99.2 provides recast quarterly information for the last seven quarters, and Exhibit 99.3 is a Reporting Changes Guide to help investors compare results.

Oct 29, 2025 8-K

Corporate Changes

Markel Group 8-K Report, Bylaw Amendment (Jun 4, 2025)

Markel Group Inc. filed a Current Report on Form 8-K dated June 4, 2025 to report an amendment to its corporate charter. Effective June 4, 2025, the Company amended and restated its Amended and Restated Articles of Incorporation. The only change was the removal of the provisions governing its Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares (the Series A Preferred Shares). The filing states that the Company redeemed the Series A Preferred Shares in full as of June 1, 2025. Because the preferred shares no longer exist, their provisions were deleted from the charter, which is the sole substantive change in the restated articles. The full text of the Amended and Restated Articles is filed as Exhibit 3.1 and incorporated by reference. The filing is administrative in nature and does not describe financial results, operating developments, or changes to the Company's common shares or other securities. Its main significance for investors is confirming that the Series A preferred stock has been fully retired and removed from the Company's governing documents.

Jun 4, 2025 8-K/A

Markel Group 8-K/A Report, Executive Changes (May 27, 2025)

Markel Group Inc. (MKL) filed this Form 8-K/A to amend its earlier Current Report filed on March 17, 2025. The original report disclosed, among other things, the appointment of Jonathan E. Michael to the Company's Board of Directors, effective March 15, 2025. The sole purpose of this amendment is to report that Mr. Michael has also been appointed to the Board's Audit Committee. No other changes were made to the original report. Under Item 5.02, the filing states that on May 20, 2025, the Board approved Mr. Michael's appointment to the Audit Committee. The appointment took effect upon his election as a director at the Company's 2025 Annual Meeting of Shareholders, held May 21, 2025. The filing is a governance update with no financial results, guidance, or transaction disclosures. Its main relevance for investors is the expanded committee role of a director who joined the Board in March 2025, since Audit Committee membership bears on oversight of financial reporting and internal controls.

May 27, 2025 8-K

Shareholder Matters

Markel Group 8-K Report, Shareholder Vote Results (May 23, 2025)

At its 2025 Annual Meeting of Shareholders, held May 21, 2025, Markel Group Inc. shareholders elected all eleven director nominees to serve until the 2026 Annual Meeting or until their successors are elected and qualified. Shareholders also approved, on an advisory basis, the compensation paid to the named executive officers, and ratified the Audit Committee's selection of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025. Two shareholder proposals were voted on. A proposal for a report on the company's greenhouse gas emissions was rejected, with 1,374,345 votes for and 7,900,834 votes against. A proposal for a simple majority vote was approved, with 6,697,023 votes for and 2,716,073 votes against. The filing reports vote counts only and does not describe any board or governance changes resulting from the approved proposal.

May 23, 2025 8-K

Markel Group 8-K Report, Regulation FD Disclosure (May 5, 2025)

Markel Group Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that on May 4, 2025, it made a presentation about the Company and recent changes within its core insurance business to investors and others at the 2025 Markel Group Omaha Brunch. The filing states that a copy of the presentation is furnished as Exhibit 99.1 and is also posted on the Company's investor relations website at ir.mklgroup.com/investor-relations. The filing itself is a short notice. It contains no financial statements, earnings figures, or quantitative results. Its substance is the disclosure that management addressed investors on recent developments in the core insurance business, with the detailed content contained in the furnished presentation. Investors seeking the specific changes discussed should review Exhibit 99.1. The report was dated as of May 4, 2025, the date of the event, and signed on May 5, 2025 by Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary. The filing also lists the Common Stock, no par value, trading under the symbol MKL on the New York Stock Exchange.

May 5, 2025 8-K

Markel Group 8-K Report, Regulation FD Disclosure (Apr 22, 2025)

Markel Insurance, the insurance operations within Markel Group Inc. (NYSE: MKL), filed this Form 8-K on April 22, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish a press release announcing a new divisional structure for its U.S. and Bermuda operations and new leadership appointments. The changes, effective that day, follow the appointment of Simon Wilson as Chief Executive Officer of Markel Insurance in March and are described as part of a long-term strategy to simplify and grow the business by giving local teams greater empowerment and accountability. The former Markel Specialty U.S. and Bermuda operations will now be split into two divisions: US Wholesale and Specialty, led by Wendy Houser, which will focus exclusively on core U.S. specialty business flowing through wholesale and retail channels; and Programs and Solutions, led by Alex Martin, which will include personal lines, Bermuda, surety, workers' compensation, small commercial general package, programs and alliances, and Insurtech businesses. The company states the stand-alone Programs and Solutions division will enable increased focus and investment in those businesses. Additional appointments include Andrew McMellin as President, International, succeeding Simon Wilson; Glenn Harris as Chief Commercial Officer; and Henry Gardener as Chief Risk Officer. The release states that under McMellin's leadership the International Wholesale division increased gross written premium by 43% and underwriting profit by 214%.

Apr 22, 2025 8-K

Markel Group 8-K Report, Executive Changes (Mar 17, 2025)

Markel Group Inc. (NYSE: MKL) announced a leadership transition in its insurance underwriting operations in this Form 8-K filed March 17, 2025. Jeremy A. Noble, President, Insurance, ceased to serve in that role effective March 14, 2025, with a mutually agreed departure date of April 13, 2025, and his separation gave rise to severance entitlements under his previously disclosed employment agreement. Effective March 17, 2025, Simon Wilson, previously President of Markel International, was appointed Chief Executive Officer over the company's global specialty insurance and reinsurance underwriting operations, collectively referred to as Markel Insurance. The press release furnished as Exhibit 99.1 states that the change is part of a broader effort to sharpen customer focus by empowering each underwriting team to serve its distinct markets. Tom Gayner, Chief Executive Officer of Markel Group, said the growth of the business had brought "new challenges and unnecessary complexity," as confirmed by an ongoing Board-led business review. Markel Insurance comprises Markel Specialty, Markel International, and Markel Global Reinsurance. The State National and Nephila leadership teams will continue operating with a high degree of autonomy and will now report directly to Markel Group, alongside Markel Insurance. For investors, the filing signals a restructuring of the insurance operating model and a new leader for the company's core underwriting franchise. The press release cites Wilson's record at Markel International, including gross written premiums of $2.5 billion last year and, since 2021, gross written premium growth of nearly 40 percent and net underwriting profit growth of more than 250 percent.

Mar 17, 2025 8-K

Markel Group 8-K Report, Executive Changes (Mar 17, 2025)

Markel Group Inc. (NYSE: MKL) disclosed that Anthony F. (Tony) Markel, Vice Chairman of the Board, informed the Company on March 14, 2025 that he will not stand for re-election as a director at the 2025 Annual Meeting of Shareholders, scheduled for May 21, 2025. He will retire as a director at the end of that meeting and will then take the honorary position of Chairman Emeritus. The filing describes the press release that announced his retirement as Exhibit 99.1. The Board also appointed Jonathan E. (Jon) Michael as a director, effective March 15, 2025. The filing describes Mr. Michael as a specialty insurance executive who served as CEO of RLI Corp. for more than 20 years and as Chairman of RLI from May 2011 to May 2024. He previously held roles at RLI including President and Chief Operating Officer and Chief Financial Officer. He is also lead independent director of SS&C Technologies Holdings, Inc. and has served on the Board of Trustees of Bradley University since 2016. Mr. Michael will receive the Company's standard non-employee director compensation, prorated for his March 15, 2025 start date. That prorated amount consists of a $18,333 retainer fee and approximately $27,500 in restricted stock. The annual retainer for non-employee directors is $110,000 and the annual restricted stock grant is approximately $165,000. The press release quotes Chairman Steve Markel saying Mr. Michael's financial and operational expertise will be useful through the remainder of the Board-led business review.

Mar 17, 2025 8-K

Markel Group 8-K Report, Regulation FD Disclosure (Feb 24, 2025)

Markel Group Inc. (MKL) furnished its 2024 Letter to Shareholders from CEO Thomas S. Gayner as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure) on February 24, 2025. The letter describes 2024 as a "good, but not great" year. Aggregate insurance combined ratio improved to 95.2% in 2024 from 98.4% in 2023, with total operating income of $3,713 million versus $2,929 million, and comprehensive income to shareholders of $2,608 million versus $2,285 million. Shareholders' equity rose to $16,916 million from $14,984 million, and the closing stock price was $1,726.23 per share at year-end. Management reported 5.4 points of favorable reserve development in 2024, compared with 0.5 points in 2023, and said the board-led review will focus on the performance of the US specialty insurance business, with external consultants assisting. The letter emphasizes Markel's intrinsic value per share, which management estimated at $2,610 as of December 31, 2024, reflecting an 18% five-year CAGR compared with a 9% CAGR in the stock price. Investments returned 20.1% in equity securities in 2024 versus 25.0% for the S&P 500, and the company reported an unrealized equity gain of roughly $7.9 billion. Markel Ventures revenues grew to $5.1 billion and operating income was flat at $520 million. Management also said it stopped writing intellectual property collateral protection insurance and exited several US specialty product lines in 2024. The letter is a shareholder communication rather than a financial statement filing. Its forward-looking statements are qualified by reference to the 2024 Form 10-K, filed the same day, and the 2024 earnings press release filed on Form 8-K on February 5, 2025.

Feb 24, 2025 8-K

Markel Group 8-K Report, Executive Changes (Feb 21, 2025)

Markel Group Inc. filed this Form 8-K on February 21, 2025 under Item 5.02 to disclose a compensation change for Brian J. Costanzo, the Company's Chief Financial Officer. On February 18, 2025, the Compensation Committee of the Board of Directors approved an increase in Mr. Costanzo's target equity award potential, expressed as a percentage of base salary, from 125% to 175%. His base salary is $500,000. The filing also describes the structure of equity awards for executive officers for the 2025 performance year. Seventy-five percent of the total equity award target will be allocated to performance-based equity awards and the remaining 25% to service-based equity awards. Performance-based awards depend on two equally weighted metrics measured over the five-year period from 2021 to 2025: the Company's average operating income and the compounded annual growth rate in its closing stock price (total shareholder return). Both award types are subject to three-year cliff vesting, and service-based awards carry an additional five-year holding period. For investors, the filing is primarily a governance disclosure. It shows the Board tying a substantial portion of the CFO's equity pay to operating income and shareholder return performance, with a longer holding period on service-based awards.

Feb 21, 2025 8-K

Markel Group 8-K Report, Corporate Update (Feb 6, 2025)

Markel Group Inc. (NYSE: MKL) announced on February 5, 2025 that its Board of Directors will lead a review of the business, assisted by external consultants and advisors. The company states that the foremost focus of the review will be the performance of its specialty insurance business, and that it will also consider ways to simplify its structure, optimize its approach to capital allocation, and enhance its disclosures. The announcement follows public suggestions from JANA Partners in December 2024, which the company describes as an opportunity for broader self-reflection and a request for shareholder feedback. The press release, filed as Exhibit 99.1, states that Markel delivered operating earnings in excess of $3.7 billion for 2024 and that its stock price has increased over 30% since the beginning of 2023. Management nonetheless believes the value and potential of its combined businesses is not fully reflected in the current stock price. While the review is pending, the company expects to focus capital deployment on repurchasing shares under the $2 billion share repurchase program announced November 13, 2024. Investors should note that the filing does not set out a timeline or specific outcomes for the review.

Feb 6, 2025 8-K

Markel Group 8-K Report, Financial Results (Feb 5, 2025)

Markel Group Inc. (NYSE: MKL) reported 2024 full-year results on February 5, 2025, furnished as Exhibit 99.1. Total operating revenues rose to $16.62 billion from $15.80 billion, and total operating income was $3.71 billion versus $2.93 billion in 2023. Diluted net income per common share was $199.32, compared with $146.98 in 2023, and comprehensive income to shareholders was $2.61 billion versus $2.29 billion. Management attributed much of the investment result to equity portfolio market value gains, with net investment gains of $1.81 billion, and noted that these unrealized gains can create short-term volatility in reported results. The insurance engine improved, with operating income of $601.0 million versus $348.1 million and a consolidated combined ratio of 95.2% compared with 98.4% in 2023. Management attributed the improvement mainly to favorable prior-year reserve development of $451.0 million in the Insurance segment, while the current accident year loss ratio rose and the expense ratio increased to 35.3%. The company also disclosed estimated underwriting losses of $90 million to $130 million, before income taxes, from January 2025 southern California wildfires, to be recorded in the first quarter of 2025. Management also noted that losses on the discontinued intellectual property collateral protection insurance product could be material in 2025, though it expects them to be less than the amount recognized in 2024. Intrinsic value per share reached an estimated $2,610.34 at December 31, 2024, reflecting an 18% five-year compound annual growth rate, compared with a 9% growth rate in the stock price. Invested assets were $34.2 billion, and the company repurchased $572.7 million of its common stock during 2024. Markel Ventures operating income was flat at $520.1 million on revenues of $5.12 billion, and the company acquired Valor Environmental in June 2024.

Feb 5, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Markel Group 8-K Report, Corporate Update (Feb 5, 2025)

Markel Group Inc. (MKL) announced on February 5, 2025 that it will conduct a review of its business, led by its Board of Directors and assisted by external consultants and advisors. The filing states that the foremost focus of the review is the performance of the Company's specialty insurance business. The review will also consider ways to simplify the corporate structure, optimize the approach to capital allocation, and enhance disclosures. While the review is pending, the Company expects to direct capital deployment toward repurchasing shares under the $2 billion share repurchase program announced November 13, 2024. The announcement is disclosed via a press release filed as Exhibit 99.1, which is incorporated by reference into this Item 8.01 report. For investors, the key takeaways are that management and the Board are scrutinizing the specialty insurance segment's performance and the company's overall structure and capital allocation policy, and that buybacks are the stated near-term use of capital during the review.

Feb 5, 2025 8-K

Other Events

Markel Group 8-K Report, Corporate Update (Nov 13, 2024)

Markel Group Inc. (MKL) disclosed in a Form 8-K filed November 13, 2024 that its Board of Directors approved a new share repurchase program with immediate effect, authorizing the company to repurchase up to $2 billion of its outstanding common stock. The new program terminates and replaces a $750 million program authorized in November 2023, under which $495 million of common stock had been repurchased through November 12, 2024. Under the new program, as under the prior one, Markel may repurchase shares from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934. The program has no expiration date but may be terminated by the Board at any time. For investors, the key takeaway is the expansion of Markel's buyback authorization to $2 billion, which signals the Board's continued willingness to return capital to shareholders through repurchases. The filing itself does not state the timing, pace, or funding of future repurchases.

Nov 13, 2024 8-K

Markel Group 8-K Report, Executive Changes (May 24, 2024)

Markel Group Inc. reported in a Form 8-K dated May 24, 2024, the results of its 2024 Annual Meeting of Shareholders, held May 22, 2024. Shareholders approved the Company's 2024 Equity Incentive Compensation Plan. The filing states that a description of the plan appears in the Company's proxy statement filed April 4, 2024, and that the full plan is filed as Exhibit 10.1 to the 8-K. Shareholders elected all 11 director nominees to serve until the 2025 Annual Meeting or until their successors are elected and qualified. They also approved, on an advisory basis, the compensation paid to the named executive officers, ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2024, and rejected a shareholder proposal requesting a report on the Company's greenhouse gas emissions. Vote tallies for each item are reported in the filing. The say-on-pay advisory vote recorded 8,362,202 votes for and 1,189,903 against, with 101,620 abstentions. Lynne Puckett received the lowest director support, with 8,502,264 votes for and 1,143,021 against. The greenhouse gas proposal received 3,511,581 votes for and 5,746,662 against, with 395,482 abstentions.

May 24, 2024 8-K

Markel Group 8-K Report, Corporate Update (May 16, 2024)

Markel Group Inc. (MKL) executed an Underwriting Agreement and related pricing agreement dated May 13, 2024 with the underwriters named therein, under which the company issued $600,000,000 aggregate principal amount of its 6.000% Senior Notes due 2054. The notes were issued under a 2001 indenture with The Bank of New York Mellon as trustee, as supplemented by a Seventeenth Supplemental Indenture dated May 16, 2024, which contains the form of the notes. The offering was made under a Prospectus Supplement dated May 13, 2024 to the Prospectus dated February 23, 2024, filed as part of a Registration Statement on Form S-3ASR (Registration No. 333-277334) that became effective February 23, 2024. The filing is a Form 8-K under Item 8.01 (Other Events), and the filing lists legal opinion and consent exhibits from McGuireWoods LLP. For investors, the key fact is the new $600 million debt issuance with a 30-year maturity in 2054 at a fixed 6.000% coupon. The filing itself does not describe the use of proceeds or other financial results.

May 16, 2024 8-K

Markel Group 8-K Report, Executive Changes (Feb 26, 2024)

Markel Group Inc. appointed Michael R. Heaton as Executive Vice President and Chief Operating Officer, effective February 26, 2024, following Board action on February 21, 2024. Heaton, age 47, has been an Executive Vice President since May 2022 and previously led Markel Ventures. In the expanded role he will oversee the day-to-day operations of the holding company and continue developing the system that supports the company's family of companies, reporting to CEO Thomas S. Gayner. Separately, the Compensation Committee approved changes to executive pay on February 20, 2024, for Gayner, Heaton, Jeremy A. Noble, Richard R. Grinnan and Brian J. Costanzo. For the 2024 performance year, the five-year average of operating income replaces the five-year compounded annual growth in book value as one of two equally weighted performance metrics. The other metric, the five-year CAGR in closing stock price, is unchanged. The company said this reflects its shift toward a three-engine system that has broadened income beyond insurance underwriting, which it said made book value growth a less relevant measure. The Committee also added a service-based equity award, which makes up 25% of the equity award target, with a five-year holding period after the three-year vesting. Base salaries rise for Gayner ($1,100,000), Heaton and Noble ($815,000 each), and Grinnan ($620,000), and equity award targets increase for all executives. Cash award targets are unchanged. Actual payouts depend on certified five-year average operating income and total shareholder return.

Feb 26, 2024 8-K

Markel Group 8-K Report, Regulation FD Disclosure (Feb 23, 2024)

Markel Group Inc. furnished its 2023 Letter to Our Business Partners from CEO Thomas S. Gayner as Exhibit 99.1 to this Form 8-K, posting it on the company's website on February 23, 2024. The letter reports 2023 comprehensive income to shareholders of $2,285 million versus a loss of $1,206 million in 2022, total operating revenues of $15,804 million (up from $11,675 million), and a closing stock price of $1,419.90 per share versus $1,317.49. Book value per common share rose to $1,095.95 from $935.65, and the combined ratio was 98% compared with 92% in 2022. Net income to common shareholders was $1,960 million, compared with a loss of $252 million in 2022. The CEO acknowledges that the Insurance engine fell short of plan, citing an underperforming initial collateralized intellectual property insurance product, losses from large natural catastrophes such as the Hawaii wildfires, and under-anticipated social inflation in certain pockets of the portfolio. The letter notes that the company has changed terms, lowered policy limits, and changed management teams in response. Management highlights strong results at Markel Ventures, with EBITDA of $628 million on revenues of $4,985 million, and Investment engine results, including net investment income of $735 million (up from $447 million) and an equity portfolio total return of 21.6%. On capital allocation, the letter reports $445 million of share repurchases in 2023 versus $291 million in 2022, and net purchases of $340 million of publicly traded equity securities. Management also describes its "Orange and Blue" framework for intrinsic value and states that a 2024 plan will expand State National's operations globally. The letter itself is the only furnished content, and the Item 7.01 disclosure notes that it may contain forward-looking statements and non-GAAP measures reconciled in the separate 2023 results press release filed January 31, 2024.

Feb 23, 2024 8-K

Markel Group 8-K Report, Financial Results (Jan 31, 2024)

Markel Group Inc. (NYSE: MKL) reported 2023 full-year results in a press release furnished as Exhibit 99.1 to this Form 8-K. Diluted net income per common share was $146.98 for 2023 compared with a loss of $23.72 in 2022. Comprehensive income to shareholders was $2.29 billion versus a loss of $1.21 billion, driven largely by net investment gains of $1.52 billion (compared with losses of $1.60 billion in 2022). Earned premiums rose 9% to $8.30 billion, while the consolidated combined ratio worsened to 98% from 92%, mainly due to a higher attritional loss ratio. Underwriting profit fell 79% to $132.7 million. The Insurance segment's combined ratio rose to 97.8% from 91.6%, reflecting $330.7 million (five points) of adverse prior-accident-year development on U.S.-based general liability and professional liability risks, partly offset by favorable development elsewhere. The Reinsurance segment posted an underwriting loss of $19.3 million and a 101.9% combined ratio after $57.1 million of adverse prior-year development. The filing also discloses a $65.0 million credit loss tied to fraudulent letters of credit provided by an affiliate of Vesttoo Ltd. Net investment income increased 64% to $734.5 million, and Markel Ventures operating income rose 35% to $437.5 million. At year-end, invested assets were $30.9 billion, operating cash flow was $2.8 billion, and book value per common share was $1,095.95, up from $935.65. The holding company repurchased $445.5 million of common stock during 2023. The filing also notes a conference call on February 1, 2024, and a May 22, 2024 shareholders meeting.

Jan 31, 2024 8-K

Markel Group 8-K Report, Executive Changes (Dec 18, 2023)

Markel Group Inc. (NYSE: MKL) announced a leadership change in its finance function. Teresa S. Gendron ceased serving as Chief Financial Officer effective December 18, 2023, with a mutually agreed departure date of December 31, 2023. The filing states her departure is not the result of any disagreement with the Company regarding financial controls, financial statements, or other operations, policies, or practices. Brian J. Costanzo, previously Senior Vice President, Finance, Chief Accounting Officer and Controller, was appointed Chief Financial Officer effective December 18, 2023, and will also continue as Chief Financial Officer of the Company's Insurance operations. Meade P. Grandis, Managing Director, Accounting Policy and Reporting, was appointed Chief Accounting Officer effective the same date. The principal financial officer and principal accounting officer designations, including responsibility for Form 10-Q and Form 10-K certifications, transfer to Mr. Costanzo and Ms. Grandis, respectively. Mr. Costanzo's employment agreement runs from December 18, 2023 through December 31, 2026, with automatic one-year renewals absent 90 days' notice. It sets a base salary of not less than $500,000, a target annual cash bonus and a target equity award each of not less than 100% of base salary, and specified severance terms. Ms. Grandis's approved compensation includes a base salary of $265,000, a target cash bonus of 65% of base salary, and a target equity award of 35% of base salary. The accompanying press release, furnished as Exhibit 99.1, states that Mr. Costanzo will oversee all financial operations for the insurance engine and the holding company.

Dec 18, 2023 8-K

Other Events

Markel Group 8-K Report, Corporate Update (Nov 30, 2023)

Markel Group Inc. (MKL) reported in an 8-K filed November 30, 2023 that its Board of Directors approved a new share repurchase program, effective immediately, authorizing the Company to repurchase up to $750 million of its outstanding common stock. The new program terminates and replaces a prior $750 million program authorized in February 2022, under which $633 million of common stock had been repurchased through November 29, 2023. Under the new program, as under the previous one, Markel may repurchase shares from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The program has no expiration date but may be terminated by the Board at any time. For investors, the key takeaway is the renewed capital return capacity: the new authorization matches the size of the prior program, and the filing discloses no specific timing or volume of repurchases.

Nov 30, 2023 8-K

Markel Group 8-K Report, Executive Changes (Nov 30, 2023)

Markel Group Inc. (NYSE: MKL) announced on November 30, 2023 that Robert (Bob) Cox, President and Chief Operating Officer, Insurance Operations of Markel, will depart the company effective December 31, 2023. The Company and Mr. Cox mutually agreed on the departure date. Mr. Cox joined the Company in 2018 to oversee its global insurance operations, which include the Markel Specialty and Markel International divisions, and he previously held executive leadership insurance positions with extensive experience in specialty and commercial property and casualty insurance. Following his departure, Markel's Specialty and International insurance divisions will report directly to Jeremy Noble, President, Insurance. Simon Wilson (President, Markel International), Alex Martin (President, Markel Specialty), and Bryan Sanders (Chairman, Markel Specialty) will report to Noble effective December 31. Noble stated that the further alignment of operations positions the company to increase its market presence, better leverage its full platform of services and offerings, and strengthen its focus on building the leading global specialty insurer. The filing is primarily a leadership-transition notice and does not include financial results or guidance. Investors may view the change as a consolidation of insurance reporting lines under a single executive rather than a change in strategy, as the company framed it as an alignment of operations.

Nov 30, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Markel Group 8-K Report, Corporate Update (Aug 31, 2023)

Markel Group Inc. (NYSE: MKL) disclosed in an Item 8.01 Current Report filed August 31, 2023 that its subsidiary Markel Bermuda Limited (MBL), part of Markel's global specialty insurance operations, has been appointed to the statutory committee of unsecured creditors in the Delaware chapter 11 bankruptcy of Vesttoo Ltd. and its affiliates. MBL's exposure stems from two collateralized reinsurance transactions it entered into using White Rock Insurance (SAC) Ltd.'s segregated account platform, in which MBL ceded collateral protection insurance risk to a segregated account owned by a Vesttoo affiliate. The collateral for these transactions included two letters of credit, one for $50 million and one for $77.75 million, which were later deemed to be fraudulent. Both list a Vesttoo affiliate as applicant on behalf of White Rock, with MBL as beneficiary. Vesttoo and various affiliates filed voluntary chapter 11 petitions on August 14 and 15, 2023. MBL is exploring remedies against third parties, including Vesttoo in its chapter 11 case, that may mitigate or eliminate potential losses from the fraudulently tendered letters of credit. The company states that it currently does not expect losses from these letters of credit to have a material adverse impact on its results of operations, financial condition or liquidity. Investors should note that the filing identifies the potential for losses and the outcome of MBL's recovery efforts as the key uncertainties.

Aug 31, 2023 8-K/A

Shareholder Matters

Markel Group 8-K/A Report, Shareholder Vote Results (Aug 18, 2023)

Markel Group Inc., f/k/a Markel Corporation, filed this Form 8-K/A to amend its May 19, 2023 Form 8-K, which reported final voting results from the May 17, 2023 Annual Meeting of Shareholders. The sole purpose of the amendment is to disclose the company's decision on how often it will hold shareholder advisory votes on executive compensation ("say on pay"). No other changes were made to the original report. At the Annual Meeting, shareholders cast over a majority of votes in favor of holding say on pay votes every year. On August 16, 2023, the Board of Directors determined that the company will include a say on pay vote in its proxy materials every year until the next advisory vote on the frequency of say on pay votes occurs. That next frequency vote is required no later than the company's 2029 Annual Meeting of Shareholders. For investors, the filing confirms a shareholder-aligned governance outcome: annual advisory votes on executive pay will give shareholders a regular opportunity to weigh in on compensation practices, and the next frequency decision is not due until 2029.

Aug 18, 2023 8-K

Markel Group 8-K Report, Material Agreement (Jun 23, 2023)

Markel Group Inc. entered into an amended and restated credit agreement on June 23, 2023 for its revolving credit facility. The facility provides up to $300 million of capacity that may be used for future acquisitions, investments and stock repurchases, and for other working capital and general corporate purposes. Up to $200 million of the capacity may be used for letters of credit at the Company's discretion, and the Company may increase the facility by up to $200 million subject to obtaining commitments and other conditions. The amended agreement replaces the Company's previous five-year $300 million revolving credit facility under its credit agreement dated April 10, 2019. The new facility is scheduled to expire June 23, 2028. Interest is payable on outstanding balances, letter of credit fees apply, and a commitment fee is charged on the unused portion based on the Company's leverage ratio. The agreement includes financial covenants requiring the Company not to exceed a maximum debt to capitalization (leverage) ratio and to maintain a minimum consolidated net worth, along with other customary covenants and events of default. The Company has guaranteed obligations of certain subsidiaries that are also parties to the agreement. The filing also reports the Company's obligations under this credit facility as a direct financial obligation under Item 2.03, incorporated by reference from Item 1.01. The full agreement, among Markel Group Inc., Markel Bermuda Limited, Markel Global Reinsurance Company, the lenders, and Wells Fargo Bank, National Association as administrative agent, is filed as Exhibit 10.1.

Jun 23, 2023 8-K

Leadership ChangesShareholder Matters

Markel Group 8-K Report, Executive Changes (May 26, 2023)

Markel Group Inc., formerly known as Markel Corporation, entered amended and restated executive employment agreements on May 26, 2023 with six executives: Thomas S. Gayner (Chief Executive Officer), Michael R. Heaton (Executive Vice President), Jeremy A. Noble (President, Insurance), Richard R. Grinnan (Senior Vice President, Chief Legal Officer and Secretary), Teresa S. Gendron (Chief Financial Officer), and Robert C. Cox (former President and Chief Operating Officer, Insurance Operations). The amendments update the Company name to Markel Group Inc., extend the end of the initial term for each executive from December 31, 2024 to December 31, 2026, and provide for automatic one-year renewals unless the Company or the executive gives 90 days' notice of non-renewal. Each agreement also now references the Company's incentive-based compensation recoupment (clawback) policy. The filing states that otherwise the terms are substantially the same as the prior agreements. The Compensation Committee of the Board approved the agreements. The filing notes that Mr. Cox ceased to be an executive officer effective January 1, 2023, when he became President and Chief Operating Officer, Global Insurance, reporting to Mr. Noble. Details of the agreements are referenced to the Company's 2023 Proxy Statement, filed March 30, 2023, and to a Form 8-K filed February 7, 2023, announcing Ms. Gendron's hiring.

May 26, 2023 8-K

Markel Group 8-K Report, Executive Changes (May 19, 2023)

Markel Corporation filed this Form 8-K on May 19, 2023 to report two items: executive equity awards approved by the Compensation Committee on May 16, 2023, and the results of its 2023 Annual Meeting of Shareholders held May 17, 2023. The Committee approved one-time, discretionary, time-based restricted stock unit (RSU) awards for named executive officers, with all RSUs vesting on May 16, 2026 if recipients remain employed. Grant date fair values were $1,450,000 for Chief Executive Officer Thomas S. Gayner (1,068 RSUs), $1,087,500 for former Co-Chief Executive Officer Richard R. Whitt, III (801 RSUs, tied to his consulting and advisory role through December 31, 2025), $660,000 for Robert C. Cox (486 RSUs), $500,000 each for Jeremy A. Noble and Michael R. Heaton (368 RSUs each), and $350,000 for Richard R. Grinnan (258 RSUs). The awards for Gayner, Noble, Cox, Heaton and Grinnan were made in conjunction with amended and restated employment agreements extending their terms through December 31, 2026, with automatic one-year renewals absent 90 days' notice. RSU counts were calculated using a May 16, 2023 closing price of $1,357.31 per share. Shareholders elected all twelve nominated directors to serve until the 2024 Annual Meeting, approved on an advisory basis the compensation of named executive officers, and ratified KPMG LLP as the independent registered public accounting firm for 2023. Shareholders also recommended that advisory votes on executive compensation be held every year. In the advisory compensation vote, 9,865,085 shares voted for, 198,594 against, 106,922 abstained, and 1,423,638 were broker non-votes. The frequency vote recorded 9,888,222 for one year, 69,967 for two years, and 198,607 for three years. For investors, the filing shows the Board using time-based equity retention awards tied to contract extensions and a consulting arrangement, alongside clear shareholder endorsement of the executive pay program and the auditor. Director vote counts ranged widely, with Anthony Puckett receiving the most against votes at 1,400,170.

May 19, 2023 8-K

Corporate ChangesRegulation FDExhibits & Filings

Markel Group 8-K Report, Bylaw Amendment (May 16, 2023)

Markel Corporation announced on May 16, 2023 that it will change its name to Markel Group Inc. effective Friday, May 26, 2023. The Company filed Articles of Amendment with the Virginia State Corporation Commission on May 15, 2023 to effect the change, and it will also amend its Bylaws, effective May 26, 2023, to replace "Markel Corporation" with "Markel Group Inc." in its corporate seal. No other Bylaw changes will be made. The filing states that the common stock will continue to trade on the New York Stock Exchange under the ticker "MKL," that there will be no significant structural or organizational impacts, and that outstanding share certificates remain valid and need not be exchanged. The press release says the name is intended to give greater definition to the company's nature as a holding company with three engines: insurance, investments, and a group of diverse businesses in Markel Ventures. The global specialty insurance business will continue to operate under the Markel name and its website, markel.com, will remain its primary site. The filing is primarily administrative. It does not report financial results, and the press release states that the company launched a new website at mklgroup.com to coincide with the change.

May 16, 2023 8-K

Markel Group 8-K Report, Executive Changes (Feb 7, 2023)

On February 7, 2023, Markel Corporation announced that Teresa (Teri) S. Gendron will become its new Chief Financial Officer effective March 20, 2023. Gendron, age 53, most recently served as Vice President and Chief Financial Officer of Jefferies Financial Group Inc. since September 2014, and previously held controller and chief accounting officer roles at Gannett Co., Inc. and NII Holdings, Inc. She began her career at KPMG LLP in 1991 and is a C.P.A. The transition succeeds Brian J. Costanzo, Senior Vice President, Finance, Chief Accounting Officer and Controller, who will hand over the principal financial officer functions, including responsibilities for Form 10-Q and Form 10-K periodic reporting and related certifications, on the same effective date. The press release states that Jeremy Noble, the prior CFO, became President of Markel's insurance operations earlier in the year. Gendron's compensation package includes an annual base salary of not less than $650,000, an annual cash incentive bonus with a target of not less than 100% of base salary, and an annual equity incentive award with a target grant date value of not less than 150% of base salary, with a guaranteed minimum payout at target for 2023. She will also receive a sign-on bonus of $395,000, subject to repayment of any unearned portion, tied to two years of continuous full-time service. Her employment agreement runs from March 20, 2023 through December 31, 2024 and renews automatically for one-year terms unless either party gives 90 days' notice. Severance terms include continued base salary and 24 months of group health coverage, a lump sum equal to her target cash bonus, and full vesting of equity awards upon termination without cause, resignation for good reason after a change in control, or resignation due to a material Company breach. Gendron will report to CEO Tom Gayner and work from Markel's global headquarters in Glen Allen, Virginia, overseeing financial reporting, accounting, tax, treasury, and internal audit across the company's insurance, investments, and Markel Ventures businesses. The Company is also covering temporary travel and accommodation in Richmond, Virginia, and a relocation package, with relocation to be completed no later than December 20, 2023.

Feb 7, 2023 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

Markel Group 8-K Report, Financial Results (Feb 1, 2023)

Markel Corporation (NYSE: MKL) furnished this Form 8-K on February 1, 2023 to report its 2022 annual financial results, as detailed in Exhibit 99.1, a press release issued that day. The company reported a net loss to shareholders of $214.1 million for 2022, compared with net income of $2.43 billion in 2021, and diluted net loss per share of $23.57 versus diluted earnings of $176.51 a year earlier. The loss was driven by net investment losses of $1.60 billion, largely unrealized, as the equity portfolio declined in value, plus unrealized losses on fixed maturity securities. Book value per common share fell to $929.27 from $1,036.20 at year-end 2021, and the combined ratio rose to 92% from 90%. Underwriting remained solid. Earned premiums grew 17% to $7.59 billion, gross premium volume in the underwriting operations rose 16%, and operating cash flows totaled $2.7 billion, up 19%. Net investment income increased to $446.8 million from $367.4 million, helped by higher interest rates. Markel Ventures operating revenues rose 31% to $4.76 billion and operating income rose 19% to $325.2 million. Management noted that prior-year reserve development turned adverse in general liability and professional liability, and that the company is approaching reserve releases cautiously. The filing also highlights portfolio actions and charges. The company sold its controlling interests in Velocity and Volante, the managing general agent operations within Nephila, for gains of $107.3 million and $118.5 million, and recorded an $80.0 million partial goodwill impairment at Nephila. Management emphasized a five-year view, citing a 6% compound annual growth in book value per share and a 3% compound annual rate of share price increase over the period ended December 31, 2022, and said the company expects its fixed maturity losses to reverse as bonds mature.

Feb 1, 2023 8-K

Markel Group 8-K Report, Executive Changes (Nov 18, 2022)

Markel Corporation (NYSE: MKL) disclosed in this Form 8-K, filed November 18, 2022, that Co-Chief Executive Officer Richard R. Whitt, III will retire and resign as Co-CEO and as a board member effective 11:59:59 p.m. on December 31, 2022. Thomas S. Gayner, currently Co-CEO, will become sole Chief Executive Officer on January 1, 2023, responsible for growth across the company's three engines of insurance, investments, and Markel Ventures, as well as perpetuation of the Markel Style culture. Jeremy A. Noble, Senior Vice President and Chief Financial Officer, will become President, Insurance, leading the global insurance engine, and Brian J. Costanzo, Senior Vice President, Finance, Chief Accounting Officer and Controller, will become principal financial officer. Robert C. Cox will cease to be an executive officer and take the role of President and Chief Operating Officer, Global Insurance. The filing also reports compensation changes for named executive officers effective with the 2023 performance year. Gayner's base salary remains $1,050,000 but his target cash award rises from 150% to 200% of base salary and his target equity award from 400% to 500%. Heaton and Noble's base salaries increase from $650,000 to $775,000, with cash award targets rising from 100% to 150% and equity award targets remaining at 200%. In addition, the Board amended and restated the Bylaws effective January 1, 2023, adding advance notice requirements tied to the SEC universal proxy rules, removing references to multiple Chief Executive Officers, and expanding the CEO's authority over appointment and removal of subordinate officers. Shareholders intending to solicit proxies for non-company director nominees at the 2023 Annual Meeting must submit notice by March 12, 2023. The filing states that the company continues its search for a successor to Noble as Chief Financial Officer, with interim plans in place should no candidate be selected by January 1, 2023.

Nov 18, 2022 8-K

Markel Group 8-K Report, Executive Changes (Aug 19, 2022)

Markel Corporation filed this Form 8-K on August 19, 2022 to report an amendment to the employment agreement of Richard R. Whitt, III, Co-Chief Executive Officer. The amendment was entered into on August 18, 2022, in connection with Mr. Whitt's previously announced decision to retire by March 31, 2023. The Compensation Committee approved the amendment. Under the amended agreement, Mr. Whitt will resign from all officer and director positions on the Retirement Date of March 31, 2023, or an earlier mutually agreed date. He will then remain employed as a non-officer employee through December 31, 2025, or a later mutually agreed period, during which he will provide consulting and advisory services to ensure a smooth transition of his duties. His annual base salary will step down to 75% of his Retirement Date base salary through December 31, 2023, 50% in 2024, and 25% in 2025. Mr. Whitt will remain eligible for annual cash incentive bonuses and annual equity incentive awards at the target levels in place as of the Retirement Date. The amendment provides that termination at the end of the Transition Period will not be treated as a termination without cause, and that the salary reduction and change in role do not constitute good reason. Other terms of his agreement remain as described in the company's 2022 proxy statement.

Aug 19, 2022 8-K/A

Markel Group 8-K/A Report, Executive Changes (May 23, 2022)

This Form 8-K/A amends the Original Report that Markel Corporation (now Markel Group Inc.) filed on May 4, 2022, which reported the appointment of Andrew G. Crowley as President, Markel Ventures, effective May 3, 2022. The sole purpose of the amendment is to describe the material terms of Mr. Crowley's employment agreement, which the company entered into on May 20, 2022. The Compensation Committee approved the agreement. The agreement runs from May 9, 2022 through December 31, 2024 and renews automatically for one-year terms unless either party gives 90 days' notice of non-renewal. Mr. Crowley will receive an annual base salary of $402,500, subject to annual review. He is eligible for an annual cash incentive bonus with a target value of not less than 100% of base salary, and for an annual equity incentive award with a target grant date value of not less than 100% of base salary, in each case subject to Compensation Committee approval and performance conditions. If the company terminates his employment without cause, he resigns for good reason following a change in control, or he resigns due to a material company breach, and he complies with his restrictive covenants, he will receive continued base salary and twelve months of group health coverage, a lump sum equal to his target annual cash bonus, and full vesting of outstanding equity awards, with performance awards vesting at target. The filing states that other terms match those of the company's other executive officers, as described in its 2022 proxy statement filed March 24, 2022.

May 23, 2022 8-K

Shareholder Matters

Markel Group 8-K Report, Shareholder Vote Results (May 13, 2022)

At its 2022 Annual Meeting of Shareholders, held May 11, 2022, Markel Corporation (now Markel Group Inc.) completed three shareholder votes. Shareholders elected all twelve director nominees to serve until the 2023 Annual Meeting or until their successors are elected and qualified. Each nominee received more 'For' votes than 'Against' votes, and the 'Against' counts were small for most nominees. Thomas S. Gayner and Steven A. Markel drew the largest 'Against' tallies, at 570,121 and 513,406 respectively. Shareholders also approved, on an advisory basis, the company's executive compensation, with 10,127,640 votes for, 148,536 against, and 98,111 abstaining, plus 1,320,010 broker non-votes. In addition, shareholders ratified the Audit Committee's selection of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2022, with 11,127,595 votes for, 559,264 against, and 7,438 abstaining. The filing reports the results of the votes only. It contains no financial results, guidance, or strategic announcements.

May 13, 2022 8-K

Markel Group 8-K Report, Executive Changes (May 4, 2022)

Markel Corporation, now Markel Group Inc., reported in this 8-K filed May 4, 2022 that Co-Chief Executive Officer Richard R. Whitt, III plans to retire by March 31, 2023, after joining the company in 1991 and serving as Co-CEO since January 2016. Upon his retirement, Thomas S. Gayner, the other Co-CEO, will become the company's sole Chief Executive Officer, overseeing holding company strategy and the three financial engines of Insurance, Investments and Markel Ventures, while also continuing as chief investment officer. Jeremy A. Noble, the Senior Vice President and Chief Financial Officer, will take over leadership of the global insurance platform, reporting to Mr. Gayner, and will keep the principal financial officer duties until a successor is transitioned in. A recruitment process for the CFO role is underway. Mr. Whitt will enter a consulting arrangement to facilitate the transition of his insurance responsibilities. Effective May 3, 2022, the Board created the new role of Executive Vice President for Michael R. Heaton, formerly President of Markel Ventures, who will manage holding company functions. Andrew G. Crowley was appointed President of Markel Ventures and designated an executive officer. The filing notes that Mr. Crowley's father, F. Michael Crowley, a former Vice Chairman, has a consulting arrangement with the company, and that Mr. Crowley's compensation terms will be disclosed in a future amendment to this Form 8-K.

May 4, 2022 8-K

Leadership ChangesOther Events

Markel Group 8-K Report, Corporate Update (Mar 17, 2022)

Markel Corporation and Markel CATCo Investment Management Ltd. (MCIM) announced on March 16, 2022 that the Bermuda Court and the United States Bankruptcy Court for the Southern District of New York have approved the buy-out transaction and schemes of arrangement for Markel CATCo Reinsurance Fund Ltd. (the Private Fund) and the CATCo Reinsurance Opportunities Fund (the Public Fund). Both insurance-linked securities funds are in runoff and managed by MCIM, the funds' Bermuda-based investment manager. The filing states that all material conditions for closing have now been satisfied, and closing is expected in late March 2022. Under the transaction, affiliates of Markel Corporation will provide funding of up to $50 million to buy out substantially all of the funds' retrocessional segregated accounts, and will provide tail risk cover that allows trapped collateral to be returned to investors in the Aquilo Fund, a segregated account of the Private Fund. Markel Corporation will also make payments to or for the benefit of fund investors, net of insurance proceeds, of approximately $100 million. Markel's affiliates financing the transaction expect to recover all of their funding by the end of the run-off periods. At closing, investors, the Markel CATCo Group Companies, Markel Corporation and related parties will grant mutual releases of claims related to the transaction and the investments in the funds, and two lawsuits by Private Fund investors against MCIM's former Chief Executive Officer will be dismissed with prejudice. Investors retain the right to any upside at the end of the run-off period if held reserves exceed the amounts needed to pay ultimate claims.

Mar 17, 2022 8-K

Markel Group 8-K Report, Executive Changes (Feb 16, 2022)

Markel Corporation, now Markel Group Inc., disclosed two items in this Form 8-K. First, on February 15, 2022, the Compensation Committee of the Board approved higher target potentials for the annual equity incentive awards of certain named executive officers, payable in restricted stock units under the 2016 Equity Incentive Plan, effective beginning with the 2022 performance year. Annual cash incentive targets under the Executive Bonus Plan were left unchanged for 2022. The equity award targets, expressed as a percentage of base salary, rise as follows: Thomas S. Gayner and Richard R. Whitt, III (Co-Chief Executive Officers) from 300% to 400%; Robert C. Cox (President and Chief Operating Officer, Insurance Operations) and Jeremy A. Noble (Senior Vice President and Chief Financial Officer) from 150% to 200%; and Richard R. Grinnan (Senior Vice President, Chief Legal Officer and Secretary) from 100% to 150%. The filing refers to the Proxy Statement for its 2021 Annual Meeting for further details on the incentive program. Second, on February 16, 2022, the Board approved a new share repurchase program authorizing repurchases of up to $750 million of common stock, effective immediately. The new program replaces a $500 million program authorized in November 2021, under which $88 million of common stock had been repurchased through February 15, 2022. The program may be executed through privately negotiated or open market transactions, including Rule 10b5-1 plans, has no expiration date, and may be terminated by the Board at any time.

Feb 16, 2022 8-K

Markel Group 8-K Report, Financial Results (Feb 2, 2022)

Markel Corporation (NYSE: MKL) furnished this Form 8-K under Item 2.02 to report its 2021 annual financial results, attaching a press release as Exhibit 99.1. The company reported 2021 earned premiums of $6.50 billion (up from $5.61 billion in 2020), gross premium volume of $8.48 billion, a 90% combined ratio (versus 98% in 2020), and diluted net income per common share of $176.51 (versus $55.63). Comprehensive income to shareholders was $2.08 billion, and book value per common share outstanding rose to $1,034.56 from $885.72 at year-end 2020. Management described 2021 as record-setting across many metrics, with the 2021 results lifted by $1.98 billion of net investment gains, largely from equity securities. The underwriting results improved, driven by a lower current accident year loss ratio in the Insurance segment and a lower attritional loss ratio, while the Reinsurance segment remained at a 105% combined ratio after discontinuing property reinsurance on a risk-bearing basis. Markel Ventures operating revenues rose to $3.64 billion from $2.79 billion, with Buckner HeavyLift Cranes and Metromont acquired in 2021. Invested assets reached $28.3 billion at December 31, 2021, and the company's stake in Hagerty, Inc. was carried at $256.6 million, with an estimated value of $1.1 billion based on the closing stock price. The filing also includes the press release's Safe Harbor statement and notes that a conference call would be held on February 3, 2022. Investors should weigh the strong 2021 earnings, which were boosted by investment gains, alongside the continued exposure to catastrophe losses and reserve development that the filing identifies as risks.

Feb 2, 2022 8-K

Leadership ChangesOther EventsExhibits & Filings

Markel Group 8-K Report, Executive Changes (Nov 19, 2021)

Markel Corporation (now Markel Group Inc.) filed this Form 8-K under Item 5.02 to report a leadership transition. On November 15, 2021, Bradley J. Kiscaden, President and Chief Administrative Officer, Insurance Operations, informed the Company of his plan to retire effective April 1, 2022. The filing states that Mr. Kiscaden, age 58, has held the President and Chief Administrative Officer, Insurance Operations role since September 2018. Mr. Kiscaden's career at the Company includes service as Executive Vice President and Chief Actuarial Officer from July 2012 to September 2018, and as Chief Actuarial Officer from March 1999 to September 2018. The filing states that the Company intends to transition his duties to other corporate executives. No successor is named in this filing. For investors, the filing is a notice of a senior executive retirement with a defined effective date of April 1, 2022, and a stated plan to reassign his responsibilities internally. It does not report financial results or compensation changes.

Nov 19, 2021 8-K

Markel Group 8-K Report, Executive Changes (Nov 16, 2021)

Markel Corporation (NYSE: MKL) reported in this 8-K filed November 16, 2021 two corporate actions. First, the company appointed Morgan E. Housel to its Board of Directors and to the Nominating/Corporate Governance Committee, effective November 16, 2021. Housel is a partner at The Collaborative Fund, a multi-stage private investment fund, and the author of The Psychology of Money. He will join the company's non-employee director compensation program, receiving a pro rata retainer of $47,500 and a restricted stock grant of approximately $62,500 for the remainder of the year. Second, the Board approved a new share repurchase program authorizing the repurchase of up to $500 million of outstanding common stock, effective immediately. The new program replaces a $300 million program authorized in August 2019, under which approximately $180 million of stock had been repurchased through September 30, 2021. The program has no expiration date and may be terminated by the Board at any time, and repurchases may be made in privately negotiated or open market transactions, including under Rule 10b5-1 plans. For investors, the most financially meaningful item is the $500 million buyback authorization, which signals the Board's intent to return capital to shareholders. The director appointment is a governance matter with modest direct financial impact.

Nov 16, 2021 8-K

Markel Group 8-K Report, Corporate Update (Nov 15, 2021)

Markel Corporation, the registrant named on this Form 8-K, reported under Item 8.01 (Other Events) that it is winding down Lodgepine Capital Management Limited, its Bermuda-based retrocessional Insurance Linked Securities (ILS) fund manager. The company announced the decision in a press release dated November 15, 2021, which is filed as Exhibit 99.1 and incorporated by reference. According to the press release, Markel launched Lodgepine in 2019 with a focus on property catastrophe retrocessional investments. In 2021, Lodgepine wrote a portfolio of property retrocessional business with approximately $230 million of initial limits. The Lodgepine Fund launched on July 1, 2021 with initial investor capital of $98.9 million, including an initial investment by Markel of $18.9 million. Citing headwinds in the retrocessional ILS market, including a challenging fundraising environment, Lodgepine will stop writing new business and begin the orderly run-off of its existing portfolio and return capital to investors. The company has entered a consultation period with Lodgepine's 18 employees and intends to seek redeployment opportunities for them within Markel's operations. The release notes that there can be no assurance as to the timing, frequency or amounts of capital distributed to Lodgepine investors during the run-off.

Nov 15, 2021 8-K