Markel Group (MKL) CFO receives 655 RSUs in multi‑year equity award

Rhea-AI Filing Summary

Costanzo Brian J. reported acquisition or exercise transactions in this Form 4 filing.

MARKEL GROUP INC. Chief Financial Officer Brian J. Costanzo reported an equity award of 654.641 shares of common stock in the form of restricted stock units granted at a price of $0.0000 per share on February 24, 2026.

According to the award terms, 539.739 RSUs are scheduled to vest on December 31, 2028, and 114.902 RSUs are scheduled to vest on February 24, 2029, subject to specified conditions. After this grant, he directly holds 1,611.1836 shares and indirectly holds 223.836 shares through a 401(k) plan based on the balance as of December 31, 2025.

Insights

Equity Compensation Analyst

CFO received a routine multi‑year RSU equity award.

The filing shows Brian J. Costanzo, CFO of Markel Group Inc., acquiring 654.641 restricted stock units at $0.0000 per share as a grant under the MKL 2024 Equity Incentive Compensation Plan. This is characterized as a grant or award, not an open-market purchase.

The RSUs vest in two tranches: 539.739 units on December 31, 2028 and 114.902 units on February 24, 2029, subject to conditions. This structure ties part of the CFO’s compensation to longer-term company performance and employment tenure, but actual value will depend on the share price when vesting occurs.

The filing also notes 223.836 shares held indirectly through a 401(k) plan based on the balance as of December 31, 2025. Overall, this looks like standard executive equity compensation rather than a thesis-changing transaction, with no immediate cash involved and no reported sales.

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

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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^*

Costanzo Brian J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		654.641(1)	A	$0	1,611.1836	D
Common Stock								223.836	I	401(k) Plan(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. Restricted stock units (RSUs) awarded pursuant to the MKL 2024 Equity Incentive Compensation Plan. Subject to certain conditions, 539.739 RSUs will vest on December 31, 2028, and 114.902 RSUs will vest on February 24, 2029.

2. The information reported herein is based on MKL 401(k) plan balance as of December 31, 2025.

Remarks:

	/s/ Karen O. Earls, Attorney-in-fact for Brian J. Costanzo	02/26/2026
	** 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.

FAQ

What did Markel Group (MKL) CFO Brian J. Costanzo report in this Form 4?

He reported receiving 654.641 restricted stock units of Markel Group common stock as an equity award. The grant is part of the MKL 2024 Equity Incentive Compensation Plan and was recorded at a price of $0.0000 per share, indicating a compensatory, not market, transaction.

How and when will the new RSUs for MKL CFO Brian J. Costanzo vest?

The RSUs vest in two scheduled tranches, assuming conditions are met. Footnotes state 539.739 RSUs are set to vest on December 31, 2028, and 114.902 RSUs on February 24, 2029, creating a multi‑year incentive tied to continued service and company performance.

Did the Markel Group (MKL) CFO buy or sell any shares on the open market?

No open‑market purchases or sales are shown. The filing characterizes the 654.641 shares as a grant or award acquisition at $0.0000 per share, reflecting equity compensation. There are no transaction codes indicating market sales or purchases in this Form 4 excerpt.

What is Brian J. Costanzo’s total direct and indirect MKL share ownership after this filing?

After the RSU grant, he directly holds 1,611.1836 shares of Markel Group common stock. He also indirectly holds 223.836 shares through a 401(k) plan, with that indirect balance stated as of December 31, 2025, providing a snapshot of his overall reported equity exposure.

What plan governs the restricted stock units granted to the MKL CFO?

The RSUs were awarded under the MKL 2024 Equity Incentive Compensation Plan. This plan provides equity-based compensation, and in this case, grants time‑based RSUs that vest on specified future dates, aligning executive rewards with long-term participation in Markel Group’s common equity.