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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): February 18, 2025
_______________________________________________
MARKEL GROUP INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
Virginia001-1581154-1959284
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueMKLNew 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.

On February 18, 2025, the Compensation Committee (the Committee) of the Board of Directors of Markel Group Inc. (the Company or Markel Group) approved a change in executive compensation for Brian J. Costanzo, the Company’s Chief Financial Officer.
The Markel Group executive compensation program includes base salary and incentive compensation, which generally consists of (i) annual cash incentive awards and (ii) annual equity incentive awards (equity awards), payable in restricted stock units.
The Committee approved an increase in the target potential, expressed as a percentage of base salary, for equity awards for Mr. Costanzo, from 125% to 175%. Mr. Costanzo’s base salary is $500,000.
Equity awards for the Company’s executive officers, including Mr. Costanzo, for the 2025 performance year will include performance-based equity awards and service-based equity awards. For the 2025 performance year, (i) 75% of the total equity award target will be allocated to a performance-based equity award, and (ii) the remaining 25% of the total equity award target will be allocated to a service-based equity award.
Performance-based equity awards for the 2025 performance year will require the achievement of pre-established performance goals based on two equally weighted performance metrics: (1) the Company’s average operating income and (2) the compounded annual growth (CAGR) in the Company’s closing stock price (total shareholder return), both over the five-year period from 2021 to 2025.
Performance-based equity awards and service-based equity awards are subject to three-year cliff vesting schedules. Service-based equity awards also are subject to an additional five-year holding period.
Additional information regarding the Company’s equity awards for executive officers can be found in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 26, 2024.

2

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.
February 21, 2025By:/s/ Richard R. Grinnan
Name:Richard R. Grinnan
Title:Senior Vice President, Chief Legal Officer and Secretary



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v3.25.0.1
Cover
Feb. 18, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Registrant Name MARKEL GROUP INC.
Entity Incorporation, State or Country Code VA
Entity File Number 001-15811
Entity Tax Identification Number 54-1959284
Entity Address, Address Line One 4521 Highwoods Parkway
Entity Address, City or Town Glen Allen
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23060-6148
City Area Code 804
Local Phone Number 747-0136
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol MKL
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001096343
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