Form 8-K

8-K — MARKEL GROUP INC.

Accession: 0001096343-26-000074

Filed: 2026-09-08

Period: 2026-09-03

CIK: 0001096343

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mkl-20260903.htm (Primary)

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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): September 3, 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Steven A. Markel as Chairman of the Board; Appointment of Thomas S. Gayner as Chairman of the Board; Appointment of Simon Wilson and Andrew G. Crowley as Co-Presidents

On September 8, 2026, Markel Group Inc. (the Company) issued a press release announcing that Steven A. Markel, the Company's Chairman of the Board of Directors, provided notice to the Company on September 3, 2026, that (i) he will not stand for re-election as a member of the Board at the 2027 Annual Meeting of Shareholders; and (ii) he will retire as Chairman of the Board (Chairman) upon appointment of his successor.

The Company also announced in the press release that the Board appointed, on and effective September 8, 2026:

•Thomas S. Gayner, current Director and Chief Executive Officer of the Company, to the additional role of Chairman, succeeding Mr. Markel.

•Simon Wilson, current Executive Vice President and Chief Executive Officer, Markel Insurance, as Co-President and Chief Executive Officer, Markel Insurance; and

•Andrew G. Crowley, current Executive Vice President and President, Markel Ventures, as Co-President and Chief Executive Officer, Markel Ventures.

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

Compensation Changes for Certain Executive Officers

On and effective September 8, 2026, the Compensation Committee of the Board approved increases in base salary for:

•Mr. Gayner, from $1,100,000 to $1,210,000;

•Mr. Wilson, from $897,967 to $1,083,5201; and

•Mr. Crowley, from $530,000 to $700,000.

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 September 7, 2026 of 1 GBP to 1.3544 USD.

Item 8.01 Other Events.

The Board established a Leadership Council, consisting of the Chairman and CEO, the Lead Independent Director, and the Co-Presidents, which is designed to facilitate regular coordination among independent Board leadership and senior management, and enhance the Board and management’s review of the Company’s strategy, performance, and capital allocation.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1

Press Release issued September 8, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

September 8, 2026 By: /s/ Richard R. Grinnan

Name: Richard R. Grinnan

Title: Senior Vice President, Chief Legal Officer and Secretary

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Document

EXHIBIT 99.1

For more information contact:

Investor Relations

Markel Group Inc.

IR@markel.com

FOR IMMEDIATE RELEASE

Markel Chairman Steve Markel to Retire and Will Be Succeeded by Tom Gayner

•Simon Wilson and Andrew Crowley Promoted to Co-Presidents

•Establishes Leadership Council Consisting of Lead Independent Director, Chairman, and Co-Presidents

RICHMOND, Va., September 8, 2026 – Markel Group Inc. (NYSE: MKL) today announced that Steve Markel, Chairman of the Board of Directors, informed the Board on Thursday, September 3, 2026 that after more than 50 years of distinguished service to Markel, he will retire as Chairman and will not seek re-election to the Board at Markel’s 2027 Annual Meeting of Shareholders. Effective today, the Board has appointed Chief Executive Officer Tom Gayner to the additional role of Chairman, succeeding Mr. Markel. Michael O’Reilly, Markel Board member and former Vice Chairman and Chief Financial Officer at Chubb, as well as former Chairman of Alterra Capital Holdings Limited, will remain Lead Independent Director.

“On behalf of the Board, we thank Steve for his many contributions and expert counsel throughout his decades of service to Markel and its customers, employees, and shareholders,” said Mr. O’Reilly. “Steve’s leadership, wisdom, expertise, and commitment to Markel are unmatched and we look forward to continuing to benefit from his insights until he completes his board service next year. As we prepare for that transition, we have the utmost confidence that Tom brings the right mix of expertise, proven leadership and commitment and will seamlessly step into this new role and continue to drive substantial long-term value for our shareholders.”

Mr. Markel said, "It has been an honor to work alongside so many talented people across Markel's businesses over the years. Markel has always been guided by a strong set of values — a long-term orientation, an ownership mindset and a commitment to doing things the right way — and I am proud of the culture we have cultivated. I am deeply grateful to our employees, customers, and shareholders for their trust and support, and I have every confidence that Markel is in the hands of tremendous leaders who will ensure it continues to thrive for years to come."

Markel also announced that Simon Wilson and Andrew Crowley, previously Executive Vice Presidents of Markel Group, have been promoted to the roles of Co-Presidents of Markel Group, effective immediately. The promotions reflect their successful efforts to further strengthen and drive focus across Markel’s principal businesses. As Co-Presidents, Mr. Wilson and Mr. Crowley will serve as CEO of Markel Insurance and CEO of Markel Ventures, respectively.

Additionally, the Board announced the establishment of a Leadership Council, consisting of the Lead Independent Director, Chairman and CEO, and Co-Presidents. The Council is designed to facilitate regular coordination among independent Board leadership and senior management, and enhance the Board and management’s review of the Company’s strategy, performance, and capital allocation.

“Markel has a distinctive collection of businesses, strong franchises, and significant opportunities to continue to create value for shareholders, customers, and employees,” said Mr. Gayner. “Our Company has always operated with a long-term orientation toward value generation, combining disciplined capital allocation with an ownership mindset. As we prepare for Steve’s well-earned retirement, we will benefit from even greater connectivity between our Board and executive leaders as we continue to evolve and execute our strategy in alignment with those priorities. I look forward to collaborating with Mike, Simon, and Andrew as well as the full Board as we deliver on the many opportunities ahead for Markel.”

About Markel Group

Markel Group Inc. 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.

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