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Markel Group (NYSE: MKL) CEO receives 4,483.616-share RSU equity grant

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

Rhea-AI Filing Summary

Markel Group Inc. reported that Chief Executive Officer Thomas Sinnickson Gayner acquired 4,483.616 shares of common stock through a grant of restricted stock units on February 24, 2026. The award was made under the MKL 2024 Equity Incentive Compensation Plan at a price of $0 per share.

According to a footnote, 3,731.912 RSUs are scheduled to vest on December 31, 2028, and 751.704 RSUs are scheduled to vest on February 24, 2029, subject to certain conditions. After this grant, Gayner directly owns 56,741.3334 common shares and also reports indirect holdings through a trust, spouse, and a 401(k) plan, with the 401(k) balance based on figures as of December 31, 2025.

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Insider GAYNER THOMAS SINNICKSON
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock 4,483.616 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 56,741.333 shares (Direct); Common Stock — 422.66 shares (Indirect, By Trust)
Footnotes (1)
  1. Restricted stock units (RSUs) awarded pursuant to the MKL 2024 Equity Incentive Compensation Plan. Subject to certain conditions, 3,731.912 RSUs will vest on December 31, 2028, and 751.704 RSUs will vest on February 24, 2029. Reflects the distribution of 24 shares from the Trust to the reporting person's spouse. Beneficial ownership of securities is expressly disclaimed. The information reported herein is based on the MKL 401(k) plan balance as of December 31, 2025.
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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)
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 4,483.616(1) A $0 56,741.3334 D
Common Stock 422.66 I By Trust(2)
Common Stock 2,024 I By Spouse(2)
Common Stock 2,811.07 I 401(k) Plan(3)
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, 3,731.912 RSUs will vest on December 31, 2028, and 751.704 RSUs will vest on February 24, 2029.
2. Reflects the distribution of 24 shares from the Trust to the reporting person's spouse. Beneficial ownership of securities is expressly disclaimed.
3. The information reported herein is based on the MKL 401(k) plan balance as of December 31, 2025.
Remarks:
/s/ Karen O. Earls, Attorney-in-fact for Thomas Sinnickson Gayner 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Markel Group (MKL) CEO report on this Form 4?

The CEO of Markel Group reported receiving 4,483.616 restricted stock units as a stock-based award. These RSUs were granted at $0 per share and increase his direct common stock ownership, reflecting equity compensation rather than an open-market purchase.

How will the new RSUs for Markel Group (MKL) CEO vest over time?

The RSUs will vest in two tranches if conditions are met. 3,731.912 units are scheduled to vest on December 31, 2028, and 751.704 units are scheduled to vest on February 24, 2029, aligning the CEO’s compensation with longer-term performance.

What is the CEO’s direct Markel Group (MKL) share ownership after this Form 4 grant?

After the restricted stock unit grant, the CEO directly holds 56,741.3334 shares of Markel Group common stock. This figure reflects his direct ownership only, separate from any indirect holdings through a trust, spouse, or the company’s 401(k) plan.

Under which plan were the Markel Group (MKL) RSUs granted to the CEO?

The RSUs were awarded under the MKL 2024 Equity Incentive Compensation Plan. This plan provides stock-based compensation, and the grant reported here is structured as restricted stock units that vest on specified future dates if applicable conditions are satisfied.

What does the Form 4 say about the Markel Group (MKL) 401(k) holdings?

The filing reports indirect ownership through the MKL 401(k) plan and notes that this information is based on the plan balance as of December 31, 2025. This clarifies that the disclosed 401(k)-related share figure reflects that specific plan valuation date.