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Markel Group signs deal for $1.2B added loss coverage

Markel Insurance expects an immaterial effect on fourth-quarter underwriting results; closing is subject to regulatory approval and other customary conditions.

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Form Type
8-K

Rhea-AI Filing Summary

Markel Group Inc. (MKL), through five insurance subsidiaries, entered an adverse development cover agreement with Cavello Bay Reinsurance Limited for a portfolio with $4.8 billion in net reserves. Closing is subject to regulatory approval and customary conditions and is expected by the end of the fourth quarter of 2026.

The reinsurer will cover, on an indemnity basis, 100% of covered losses paid on or after April 1, 2026, above a $2.6 billion aggregate retention. The agreement provides coverage for $2.3 billion of reserves and $1.2 billion of additional adverse development above reserves; Markel retains claims control. The agreement description states a $2.4 billion reinsurance premium, while Markel Insurance's announcement describes a $120 million risk premium. The agreement provides for $500 million of transferred assets to go to the reinsurer outright, with the balance placed in trust for the Ceding Companies. Markel Insurance expects the transaction's net impacts to have an immaterial effect on fourth-quarter underwriting results.

Filing Explained

The signed agreement remains subject to regulatory and other closing conditions; covered losses paid before closing would reduce the assets transferred, so the stated $2.4 billion premium, less applicable federal excise tax, does not fix the closing asset-transfer amount.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net reserves $4.8 billion Reserves for the Subject Business
Aggregate retention $2.6 billion Retention before coverage applies
Coverage for reserves $2.3 billion Coverage provided after the retention
Additional adverse development coverage $1.2 billion Coverage above the reserves
Reinsurance premium $2.4 billion Amount stated in the agreement description
Risk premium $120 million Amount stated in Markel Insurance's announcement
Assets transferred outright $500 million Transferred assets allocated to the reinsurer outright
Adverse Development Cover financial
"Adverse Development Cover Agreement"
Adverse development cover is a form of insurance for insurers that kicks in when past claims or loss estimates turn out to be larger than originally reserved, paying the excess amount above those reserves. For investors, it matters because it reduces the chance of sudden, unexpected hits to an insurer’s reported profits and capital—like a contingency fund or backup loan that limits the financial shock if earlier cost estimates prove too low.
aggregate retention financial
"exceeding an aggregate retention of $2.6 billion"
indemnity basis financial
"will reinsure, on an indemnity basis"
Transferred Assets financial
"the Transferred Assets"
recapture trigger events financial
"upon the occurrence of certain recapture trigger events"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does MKL's adverse development cover agreement cover?

It covers 100% of covered losses paid on or after April 1, 2026, above a $2.6 billion aggregate retention. The agreement provides coverage for $2.3 billion of reserves and $1.2 billion of additional adverse development above the reserves.

What premium does MKL pay under its reinsurance agreement?

The agreement description states that the Ceding Companies will pay a $2.4 billion reinsurance premium, less an amount equal to applicable federal excise tax; Markel Insurance's announcement describes a $120 million risk premium. The agreement provides for $500 million of transferred assets to go to the reinsurer outright, with the balance placed in a trust for the Ceding Companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
false000109634300010963432026-10-272026-10-27

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 27, 2026
_______________________________________________
MARKEL GROUP INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
Virginia001-1581154-1959284
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 747-0136
Not Applicable
(Former name or former address, if changed since last report)
_______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueMKLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 1.01Entry into a Material Definitive Agreement

On October 27, 2026, Markel Global Reinsurance Company, Markel Insurance Company, Evanston Insurance Company, Markel American Insurance Company, and Markel Bermuda Limited (collectively, the Ceding Companies), each a subsidiary of Markel Group Inc. (the Company), and solely for limited purposes, Markel Insurance Group, LLC and Markel Services, Inc., entered into an Adverse Development Cover Agreement (the Agreement) with Cavello Bay Reinsurance Limited (the Reinsurer), a wholly owned subsidiary of Enstar Group Limited. The Agreement covers a portfolio of the run-off Global Reinsurance business and certain exited lines within its insurance operations (the Subject Business) and net reserves of $4.8 billion (the Reserves).

Pursuant to the Agreement, the Reinsurer will reinsure, on an indemnity basis, 100% of covered losses paid by the Ceding Companies on or after April 1, 2026 (the Effective Date) in respect of the Subject Business exceeding an aggregate retention of $2.6 billion. After giving effect to the retention, the Agreement provides coverage for $2.3 billion of the Reserves and $1.2 billion of additional coverage for adverse development above the Reserves.

Under the Agreement: (a) the Ceding Companies will pay the Reinsurer a reinsurance premium of $2.4 billion; (b) the reinsurance premium, less an amount equal to applicable federal excise tax, will be satisfied through a transfer of assets at closing, inclusive of any earnings, gains, or losses on such assets between signing and closing (the Transferred Assets); (c) $500 million of the Transferred Assets will be transferred to the Reinsurer outright and the balance will be deposited into a trust account for the benefit of the Ceding Companies to secure the Reinsurer’s obligations; (d) the Ceding Companies will retain claims control, subject to certain claims protocols in accordance with the Agreement; and (e) the Reinsurer will be required to maintain collateral in the trust account, with collateral requirements subject to increase upon the occurrence of certain events. The Agreement includes customary representations and warranties, indemnification obligations, covenants, and termination rights of the parties. The Agreement provides the Ceding Companies with the right to commute the agreement upon the occurrence of certain recapture trigger events. The closing of the transaction is subject to regulatory approval and other customary closing conditions and is expected to occur by the end of the fourth quarter of 2026.

The foregoing description of the Agreement is a summary and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01Regulation FD Disclosure
On October 28, 2026, Markel Insurance issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among others, statements regarding the expected timing and completion of the transaction contemplated by the Agreement; the receipt of required regulatory approvals; the amount of the reinsurance premium and assets to be transferred; the expected benefits of the transaction; the amount and adequacy of collateral to be maintained by the Reinsurer; expectations or estimates regarding the Reserves; and the expected financial and accounting effects of the transaction. Statements that are not historical facts, including statements about the Company's beliefs, plans or expectations, are forward-looking statements. These statements are based on the Company's current plans, estimates and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.

Factors that could cause actual results to differ materially include, among others: (i) the failure to obtain, or delays in obtaining, required regulatory approval, or the imposition of burdensome conditions in connection with such approval; (ii) the failure to satisfy other closing conditions or the termination of the Agreement; (iii) the payment of covered losses before closing, which would reduce the amount paid at closing; (iv) adverse development of the Reserves in excess of the aggregate limit of the Agreement; (v) the ability of the Reinsurer to perform its payment and collateral obligations, and changes in the Reinsurer’s financial strength, ratings, or regulatory status; (vi) the accounting treatment for the transaction and any changes in loss reserve estimates; and (vii) the inherent uncertainty of loss reserve estimates.

Additional factors that could cause actual results to differ are set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, including under “Business Overview,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Safe Harbor and Cautionary Statement,” and “Quantitative and Qualitative Disclosures About Market Risk,” and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Safe Harbor and Cautionary Statement,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Risk Factors.” Forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

2



Item 9.01Financial Statements and Exhibits.
Exhibit No.Description
10.1*
Adverse Development Cover Agreement, dated October 27, 2026, among Markel Global Reinsurance Company, Markel Insurance Company, Evanston Insurance Company, Markel American Insurance Company, Markel Bermuda Limited, Markel Insurance Group, LLC, Markel Services, Inc., and Cavello Bay Reinsurance Limited
99.1
Press Release issued October 28, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Pursuant to Item 601(a)(5) of Regulation S-K, schedules and attachments to this Exhibit have been omitted. A copy of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request.

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARKEL GROUP INC.
October 28, 2026By:/s/ Richard R. Grinnan
Name:Richard R. Grinnan
Title:Senior Vice President, Chief Legal Officer and Secretary

4
EXHIBIT 99.1
markel_lockupxprimaryxposia.jpg

For more information contact:
Jen Blackwell
1.804.8643787
Jen.Blackwell@markel.com
FOR IMMEDIATE RELEASE

Markel Advances Strategic Focus on Specialty Insurance, Announces Adverse Development Cover Reinsurance Agreement with Enstar on Reinsurance Business

Covers future adverse reserve development on Markel's Global Reinsurance and other select insurance lines of business for underwriting years 2025 and prior

Richmond, Virginia, Oct. 28, 2026 — Markel Insurance, the insurance operations within Markel Group Inc. (NYSE: MKL) and Enstar today announced that they have entered into an adverse development cover (“ADC”) reinsurance agreement covering a portfolio of Markel’s run-off global reinsurance business and certain exited lines within its insurance operations. The closing of the transaction is subject to regulatory approval and other customary conditions and is expected to occur by the end of the fourth quarter of 2026.

The ADC reinsurance agreement includes subject reserves of $4.8 billion, of which Markel will retain the first $2.6 billion and retrocede the next $2.3 billion to Enstar. Markel will obtain adverse loss development coverage of $1.2 billion above the $4.8 billion of subject reserves under the transaction terms and pay Enstar a risk premium of $120 million. The adverse loss development coverage provided through the transaction reduces the level of prudency management requires in its best estimate of ultimate losses; therefore, Markel expects the net impacts of the transaction to have an immaterial impact on underwriting results in the fourth quarter.

Subject reserves include 2025 and prior underwriting years of business written within Markel’s Global Reinsurance division and its exited risk-managed professional liability, architects and engineers and other run-off lines within its global insurance operations. Markel will maintain claims control.

The ADC reinsurance agreement will be provided by Enstar’s wholly owned subsidiary and S&P ‘A’ financial strength rated reinsurance platform, Cavello Bay Reinsurance Limited.

"This transaction provides additional certainty as these liabilities continue to run off and allows us to continue our focus on growing our core specialty insurance business," said Simon Wilson, Chief Executive Officer of Markel Insurance. “Our focus remains on advancing our strategic priorities centered on maintaining an unwavering commitment to our customers, deepening our market-leading expertise, and accelerating decision-making. We are pleased to be partnering with Enstar on this transaction that advances our strategic priorities, enhances financial flexibility, and further strengthens our ability to deliver long-term value for our customers and shareholders.”

About Markel Insurance
We are Markel Insurance, a leading global specialty insurer with a truly people-first approach. As the insurance operations within the Markel Group Inc. (NYSE: MKL), we leverage a broad array of capabilities and expertise to create intelligent solutions for the most complex specialty insurance needs. However, it is our people – and the deep, valued relationships they develop with colleagues, brokers, and clients – that differentiates us worldwide.




Disclaimer
Certain of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among others, statements regarding the expected timing and completion of the transaction contemplated by the ADC reinsurance agreement, receipt of regulatory approval, and expectations or estimates regarding the ultimate losses. Statements that are not historical facts, including statements about Markel's beliefs, plans or expectations, are forward-looking statements. These statements are based on Markel's current plans, estimates, and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. Factors that may cause actual results to differ materially include, among others: (i) the failure to obtain, or delays in obtaining, required regulatory approval, or the imposition of burdensome conditions in connection with such approval; (ii) the failure to satisfy other closing conditions or termination of the ADC agreement; (iii) adverse development of the subject reserves; and (iv) the inherent uncertainty of loss reserve estimates. Additional factors that could cause actual results to differ from those predicted are set forth in the Markel Group Annual Report on Form 10-K for the year ended December 31, 2025, including under "Business Overview," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Safe Harbor and Cautionary Statement," and "Quantitative and Qualitative Disclosures About Market Risk," and in the Markel Group Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, including under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Safe Harbor and Cautionary Statement," "Quantitative and Qualitative Disclosures About Market Risk," and "Risk Factors." Neither Markel nor Markel Group assumes any obligation to update this release (including any forward-looking statements herein) as a result of new information, developments, or otherwise. This release speaks only as of the date issued.

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