Markel Group (NYSE: MKL) reshapes leadership, pay and bylaws

Rhea-AI Filing Summary

Markel Group Inc. is reshaping its leadership team, executive pay, and shareholder rights. Simon Wilson and Andrew Crowley have been promoted to Executive Vice Presidents overseeing insurance and non‑insurance operations, while longtime executive Mike Heaton is departing following a mutually agreed separation date in March 2026.

The board also approved higher base salaries and larger equity and cash incentive targets for several top executives, including CEO Tom Gayner, with most 2026 equity awards tied to multi‑year performance and subject to long vesting and holding requirements. In addition, amended bylaws now allow shareholders owning at least 25% of voting power for one year to request special meetings, expanding shareholder rights.

Insights

Corporate governance analyst

Markel aligns leadership, incentives, and shareholder rights in one move.

Markel Group elevates Simon Wilson and Andrew Crowley while its COO, Mike Heaton, exits with contractual severance. This re-centers reporting lines under CEO Tom Gayner and clarifies accountability for insurance and non‑insurance operations.

The compensation committee increases base salaries and significantly raises equity incentive targets, especially for Gayner and Wilson, with 75% of 2026 equity awards linked to five‑year operating income and stock price CAGR. Long vesting and holding periods reinforce a multi‑year focus but increase potential dilution over time.

Governance changes include amended bylaws permitting shareholders with at least 25% voting power, held for one year, to call special meetings if they follow detailed procedures. This adjustment modestly strengthens shareholder rights and may become more relevant in any future periods of strategic debate or underperformance.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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, 2026

_______________________________________________

MARKEL GROUP INC.

(Exact name of registrant as specified in its charter)

_______________________________________________

Virginia			001-15811			54-1959284
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, no par value			MKL			New 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 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2026, Markel Group Inc. (the Company) announced a transition in the leadership of the Company.

The transition in leadership includes the following, effective February 23, 2026:

•Simon Wilson, currently Chief Executive Officer, Markel Insurance, has been appointed Executive Vice President and Chief Executive Officer, Markel Insurance; and

•Andrew G. Crowley, currently President, Markel Ventures, has been appointed Executive Vice President and President, Markel Ventures.

With these appointments, Michael R. Heaton, Executive Vice President and Chief Operating Officer, will be leaving the company. On February 21, 2026, Mr. Heaton and the Company mutually agreed on a departure date of March 23, 2026. Mr. Heaton ceased to serve as Executive Vice President and Chief Operating Officer, effective February 21, 2026, and his separation from the Company gave rise to the severance entitlements under his previously disclosed employment agreement.

A copy of the press release making these announcements is furnished as Exhibit 99.1 to this Form 8-K.

Executive Officer Compensation Changes

On February 24, 2026, the Compensation Committee (the Committee) of the Board approved changes in executive compensation for the Company’s executive officers.

The Markel Group executive compensation program includes base salary and incentive compensation, which generally consists of (i) annual cash incentive awards and (ii) annual equity incentive awards (equity awards), payable in restricted stock units.

The Committee approved, effective in the 2026 performance year:

•Increases in base salary for:

◦Mr. Wilson, from $877,305 to $894,851;1

◦Mr. Crowley, from $500,000 to $530,000;

◦Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary, from $620,000 to $640,000; and

◦Brian J. Costanzo, Chief Financial Officer, from $500,000 to $530,000.

•Increases in the target potential, expressed as a percentage of base salary, for equity awards for:

◦Thomas S. Gayner, Chief Executive Officer, from 550% to 565% (Mr. Gayner’s base salary is $1,100,000);

◦Mr. Wilson, from 175% to 225%; and

◦Mr. Costanzo, from 175% to 190%.

•Increase in the target potential, expressed as a percentage of base salary, for annual cash incentive awards for Mr. Gayner from 200% to 210%.

Equity awards for the Company’s executive officers for the 2026 performance year will include performance-based equity awards and service-based equity awards. For the 2026 performance year, (i) 75% of the total equity award target will be allocated to performance-based equity awards, and (ii) the remaining 25% of the total equity award target will be allocated to a service-based equity award.

1 Mr. Wilson is paid in Great British Pounds (GBP). Base salary disclosed for Mr. Wilson in United States Dollars (USD) is based on the conversion rate at February 24, 2026 of 1 GBP to 1.3497 USD.

2

Performance-based equity awards for the 2026 performance year will require the achievement of pre-established performance goals approved by the Compensation Committee based on two equally weighted performance metrics: (1) the Company’s average operating income and (2) the compounded annual growth rate (CAGR) in the Company’s closing stock price (total shareholder return), both over the five-year period from 2022 to 2026.

Performance-based equity awards and service-based equity awards are subject to three-year cliff vesting schedules. Service-based equity awards are also subject to an additional five-year holding period.

Additional information regarding the Company’s equity awards for executive officers can be found in the Company’s Definitive Proxy Statement (DEF 14A) filed with the Securities and Exchange Commission on April 3, 2025.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 25, 2026, the Board amended and restated the Company’s Bylaws (as amended and restated, the Amended and Restated Bylaws) to provide that special meetings of shareholders of the Company may be called upon the written request of shareholders who own, for a period of at least one year, not less than twenty-five percent (25%) of the voting power of the outstanding shares of the Company’s stock entitled to vote at the special meeting and who comply with the requirements and procedures set forth in the Amended and Restated Bylaws.

This description of the amendments to the Company’s Amended and Restated Bylaws is only a summary and is qualified in its entirety by reference to the full text of the amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Bylaws, as amended and restated effective February 25, 2026
99.1						Press release issued February 23, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
February 26, 2026			By:						/s/ Richard R. Grinnan
			Name:						Richard R. Grinnan
			Title:						Senior Vice President, Chief Legal Officer and Secretary

4

EXHIBIT 99.1

For more information contact: Investor Relations Markel Group Inc. IR@markel.com

FOR IMMEDIATE RELEASE

Markel Group announces leadership appointments

RICHMOND, Va., Feb. 23, 2026 — Markel Group Inc. (NYSE: MKL) announced today the appointments of Simon Wilson, CEO of Markel Insurance, and Andrew Crowley, President of Markel Ventures, as Executive Vice Presidents of Markel Group, in addition to their current responsibilities. Wilson and Crowley oversee Markel Group’s insurance and non-insurance businesses, respectively, and their appointments highlight the critical role each plays in advancing the company’s strategic and operational priorities. Both will report to Tom Gayner, CEO, Markel Group.

“These appointments represent our ongoing evolution of the Markel Group structure and the continued drive to simplify our business,” said Tom Gayner, Markel Group, CEO. “With Simon and Andrew’s leadership and partnership, they are focused on serving the operations, customers, and markets they know best.”

Additionally, Amy McCann has been promoted to Chief Administrative Officer, Markel Group and she will also report to Tom Gayner. McCann has served as the General Counsel, Markel Ventures, a subsidiary of Markel Group, since 2022 and will retain these responsibilities. McCann joined the company in 2019 and in her expanded role, she will work closely with Gayner and the executive leadership team to oversee operations and organizational matters, ensuring alignment across Markel Group.

“Amy has been an invaluable partner and leader to our team, and with her expanded responsibilities will help further align our operations and strategy, reinforce our culture, and strengthen connectivity across Markel Group,” said Gayner.

With these appointments, Mike Heaton, EVP and Chief Operating Officer, will be leaving Markel Group.

Gayner added, “I am deeply grateful for Mike’s dedication and contributions to Markel Group, and specifically for helping us build our non-insurance operations into an important component of Markel Group’s strong foundation.”

These changes are effective immediately.

About Markel Group

Markel Group Inc. (NYSE: MKL) is a diverse family of companies that includes everything from insurance to bakery equipment, building supplies, houseplants, and more. The leadership teams of these businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, the Markel Insurance team has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group’s durability and adaptability. It’s a system that provides diverse income streams, access to a wide range of investment opportunities, and the ability to efficiently move capital to the best ideas across the company. Most importantly though, this system enables each of our businesses to advance our shared goal of helping our customers, associates, and shareholders win over the long term. Visit mklgroup.com to learn more.

FAQ

What leadership changes did Markel Group (MKL) announce?

Markel Group promoted Simon Wilson and Andrew Crowley to Executive Vice Presidents, expanding their group-wide responsibilities. At the same time, Mike Heaton, Executive Vice President and Chief Operating Officer, is departing under a mutually agreed separation effective in March 2026.

How is executive compensation changing at Markel Group (MKL)?

The compensation committee approved higher base salaries and increased incentive targets for several executives. CEO Tom Gayner’s equity award target rises to 565% of salary, while other leaders receive salary bumps and larger equity and cash incentive opportunities for the 2026 performance year.

What performance metrics will drive Markel Group’s 2026 equity awards?

For 2026, 75% of equity awards are performance-based, using two equal metrics: average operating income and the five-year compounded annual growth rate in closing stock price. The remaining 25% is service-based, with all awards subject to multi‑year cliff vesting and additional holding requirements.

How did Markel Group (MKL) amend its bylaws on shareholder meetings?

The board amended bylaws so shareholders owning at least 25% of voting power for one year can request special meetings. These shareholders must satisfy detailed procedural requirements outlined in the amended and restated bylaws for a special meeting to be properly called.

What happens to Markel Group COO Mike Heaton under this 8-K?

Mike Heaton ceased serving as Executive Vice President and Chief Operating Officer on February 21, 2026. His departure on March 23, 2026 triggers severance benefits under his previously disclosed employment agreement, consistent with the contract’s terms for separation from the company.

How is CEO Tom Gayner’s incentive structure changing at Markel Group (MKL)?

CEO Tom Gayner keeps a base salary of $1,100,000 but gains higher incentive targets. His equity incentive target rises from 550% to 565% of salary, and his target annual cash incentive increases from 200% to 210%, further emphasizing performance-linked compensation.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 7.3 KB

Other Documents

• EX-3.1 EX-3.1 167.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.2 KB