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Markel Group (MKL) CEO Thomas Gayner reports Form 4 tax withholding trade

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Markel Group Inc. Chief Executive Officer and director Thomas Sinnickson Gayner reported a small change in his holdings of Markel common stock. On 12/02/2025, 36.613 shares were disposed of in a transaction coded "F" at a price of $2,060.83 per share, typically indicating shares withheld to cover taxes on equity compensation.

After this transaction, he directly beneficially owned 52,257.7174 shares of common stock. In addition, 2,811.074 shares were held in a 401(k) plan, 446.66 shares were held by a trust, and 2,000 shares were held by his spouse, with beneficial ownership of these indirect holdings expressly disclaimed. The filing notes that 17.338 shares were acquired under the MKL 401(k) plan between December 31, 2024 and September 30, 2025, based on the plan balance as of September 30, 2025.

Positive

  • None.

Negative

  • None.
Insider GAYNER THOMAS SINNICKSON
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 36.613 $2,060.83 $75K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 52,257.717 shares (Direct); Common Stock — 2,811.074 shares (Indirect, 401(k) Plan)
Footnotes (1)
  1. Between December 31, 2024 and September 30, 2025, the reporting person acquired 17.338 shares under the MKL 401(k) plan. The information reported herein is based on the plan balance as of September 30, 2025. Beneficial ownership of securities is expressly disclaimed.
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Form 4 Insider Transactions: What Each Field Means →
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*
GAYNER THOMAS SINNICKSON
(Last) (First) (Middle)
C/O MARKEL GROUP INC.
4521 HIGHWOODS PARKWAY
(Street)
GLEN ALLEN VA 23060
(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 12/02/2025 F 36.613 D $2,060.83 52,257.7174 D
Common Stock 2,811.074 I 401(k) Plan(1)
Common Stock 446.66 I By Trust(2)
Common Stock 2,000 I By Spouse(2)
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. Between December 31, 2024 and September 30, 2025, the reporting person acquired 17.338 shares under the MKL 401(k) plan. The information reported herein is based on the plan balance as of September 30, 2025.
2. Beneficial ownership of securities is expressly disclaimed.
Remarks:
/s/ Sarah T. Mikowski, Attorney-in-fact for Thomas Sinnickson Gayner 12/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Markel Group (MKL) CEO Thomas Gayner report?

Thomas Sinnickson Gayner reported a Form 4 transaction on 12/02/2025 involving 36.613 shares of Markel common stock disposed of in a transaction coded "F" at $2,060.83 per share, typically reflecting shares withheld to cover taxes.

How many Markel (MKL) shares does Thomas Gayner own after this Form 4?

Following the reported transaction, Thomas Gayner directly beneficially owned 52,257.7174 shares of Markel common stock, with additional shares held indirectly through a 401(k) plan, a trust, and his spouse.

What indirect holdings of Markel (MKL) stock are associated with Thomas Gayner?

The filing lists 2,811.074 Markel shares in a 401(k) plan, 446.66 shares held by a trust, and 2,000 shares held by his spouse, while expressly disclaiming beneficial ownership of these indirect holdings.

What does the transaction code "F" mean in the Markel (MKL) Form 4?

The transaction was coded "F", which is used when shares are disposed of to pay tax obligations related to equity awards, such as restricted stock or similar compensation.

Did Thomas Gayner acquire additional Markel (MKL) shares through a retirement plan?

Yes. The explanation states that between December 31, 2024 and September 30, 2025, he acquired 17.338 Markel shares under the MKL 401(k) plan, based on the plan balance as of September 30, 2025.

What is Thomas Gayner’s role and relationship to Markel Group (MKL)?

Thomas Sinnickson Gayner is reported as both a director and an officer of Markel Group Inc., serving as its Chief Executive Officer.