Markel director gets restricted stock grant

OREILLY MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

OREILLY MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

MARKEL GROUP INC. director Michael O’Reilly received a grant of 89 shares of common stock as equity compensation. The award was made at no cash cost to him and increased his direct holdings to about 3,844.7641 shares.

The footnote explains this is restricted stock granted under the MKL 2024 Equity Incentive Compensation Plan. These shares are scheduled to vest on May 20, 2027, provided specified conditions are met, which makes this a standard, long-term incentive grant rather than an open-market purchase or sale.

Insights

Equity compensation analyst

Director received a routine restricted stock grant as long-term pay.

Director Michael O’Reilly acquired 89 shares of MARKEL GROUP INC. common stock via a restricted stock grant under the MKL 2024 Equity Incentive Compensation Plan. The grant was priced at $0.00 per share, indicating compensation rather than a market purchase.

The shares will vest on May 20, 2027, subject to conditions, aligning O’Reilly’s incentives with multi‑year performance. After this grant he holds about 3,844.7641 shares directly, suggesting the transaction is small relative to his disclosed position and represents routine board compensation, not a trading signal.

Insider Trade Summary

Grant/Award: 89 shares

Grant/Award 1 txn

Insider OREILLY MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	89	$0.00	$0.00

Holdings After Transaction: Common Stock — 3,844.7641 shares (Direct)

Footnotes (1)

1. F1. Restricted stock granted pursuant to the MKL 2024 Equity Incentive Compensation Plan. Shares will vest, subject to certain conditions, May 20, 2027.

Key Figures

Restricted stock grant: 89 shares Grant price: $0.00 per share Holdings after transaction: 3,844.7641 shares +1 more

4 metrics

Restricted stock grant 89 shares Common Stock grant on May 20, 2026

Grant price $0.00 per share Restricted stock awarded as compensation, not purchased

Holdings after transaction 3,844.7641 shares Director’s direct common stock holdings post-grant

Vesting date May 20, 2027 Restricted stock vesting, subject to conditions

Key Terms

Restricted stock, Equity Incentive Compensation Plan, vest, grant/award acquisition

4 terms

Restricted stock financial

"Restricted stock granted pursuant to the MKL 2024 Equity Incentive Compensation Plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity Incentive Compensation Plan financial

"granted pursuant to the MKL 2024 Equity Incentive Compensation Plan."

An equity incentive compensation plan is a company program that pays employees, managers or directors with shares or rights to buy shares so their financial rewards rise with the company’s value—like giving team members a stake in the house they’re helping maintain. Investors care because these plans change how many shares exist (dilution), create ongoing expense and influence management’s motivation, all of which can affect future earnings and stock price.

vest financial

"Shares will vest, subject to certain conditions, May 20, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

FAQ

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

What did Markel Group (MKL) director Michael O’Reilly report in this Form 4?

Michael O’Reilly reported receiving 89 shares of Markel Group common stock as restricted stock. The grant was made at no cash cost and increased his direct holdings to about 3,844.7641 shares, reflecting standard equity-based director compensation rather than an open-market trade.

Was the Markel Group (MKL) insider transaction a buy or a sale?

The transaction was an acquisition through a restricted stock grant, not a market buy or sale. It is coded as a grant or award, meaning the director received shares as compensation instead of purchasing them on the open market or disposing of existing holdings.

How many Markel Group (MKL) shares did Michael O’Reilly hold after the grant?

After the restricted stock grant, Michael O’Reilly directly held about 3,844.7641 shares of Markel Group common stock. This post‑transaction figure includes the newly granted 89 restricted shares, showing the director’s total direct equity stake reported in this filing.

What are the vesting terms of Michael O’Reilly’s Markel Group (MKL) restricted stock?

The restricted stock grant will vest on May 20, 2027, subject to certain conditions. Until vesting, the shares remain restricted, reinforcing long-term alignment between the director and shareholders under the MKL 2024 Equity Incentive Compensation Plan’s multi‑year incentive structure.

Under which plan was the Markel Group (MKL) restricted stock granted?

The restricted stock was granted under the MKL 2024 Equity Incentive Compensation Plan. This plan provides equity-based awards, such as restricted shares, to align directors’ and executives’ interests with shareholders through long-term ownership and performance-based vesting requirements.

Does this Markel Group (MKL) Form 4 indicate any derivative or option exercises?

No, this Form 4 reports only a non-derivative restricted stock grant of 89 common shares. There are no derivative transactions or option exercises disclosed, and the derivative summary section shows no remaining derivative positions associated with this specific filing.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:33 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OREILLY MICHAEL

(Last) (First) (Middle)

C/O MARKEL GROUP INC.

4521 HIGHWOODS PARKWAY

(Street)

GLEN ALLEN VIRGINIA 23060

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MARKEL GROUP INC. [ MKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		A(1)		89	A	$0	3,844.7641	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock granted pursuant to the MKL 2024 Equity Incentive Compensation Plan. Shares will vest, subject to certain conditions, May 20, 2027.

Remarks:

	/s/ Karen O. Earls, Attorney-in-fact for Michael O'Reilly	05/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)