DEF 14A of Markel Group Inc., Apr 2, 2026

DEF 14A of Markel Group Inc.

Filed Apr 2, 2026 · FY20250001096343-26-000033

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees

    Nominees Eleven incumbent directors are nominated for election to the Board for a one-year term expiring at the 2027 Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board currently consists of eleven directors. All of the Company's current directors were elected by the shareholders at the 2025 Annual Meeting of Shareholders (the 2025 Annual Meeting). All of the Company's current directors, other than Mr. Michael, attended the 2025 Annual Meeting. Each of the nominees has consented to being named as a nominee in this Proxy Statement, has agreed to serve if elected, and has furnished to the Company the information set forth in the following table. All nominees are expected to attend the 2026 Annual Meeting, absent unusual circumstances. The Board recommends a vote FOR the election of the nominees named below. It is expected that each of the nominees will be able to serve, but if any nominee is unable to serve for any reason (which is not now anticipated), the Board will name a substitute nominee, and the proxies will vote for that person. The Board believes that each nominee possesses integrity; leadership and policy making experience; the communication and interpersonal skills necessary to function effectively as a member of a decision-making body; and the ability to act in the best interests of the shareholders in order to serve the Company. In addition, the nominees collectively bring to the Board a combination of business and financial expertise, community service, and diversity of experience and of background to equip the Board to deal with the range of issues it must address.

  3. Nominees

    | Mark M. Besca Independent Director Age: 66 Director Since: 2020 Board Committee: Audit, Chair | Key Experience, Qualifications, and Board Contributions Mark Besca brings over 40 years of financial and accounting expertise to Markel Group. As Managing Partner for EY's New York Office, he oversaw audits for Fortune 500 companies in a variety of industries, including media, internet, telecommunications, financial services, and consumer products—industries that have relevance to Markel Group's portfolio of businesses. He championed EY's Long-Term Value and Stakeholder Capitalism initiative, aligning with Markel's focus on sustainable capital allocation and resilient income streams. Mr. Besca is considered a "financial expert" as defined by Item 407(d) of Regulation S-K under the Exchange Act. | | | | Skills | | | | •Senior Leadership •Financial Literacy/Capital Markets Experience •Business Development & Strategy •Regulatory/Government Risk Management and Compliance •Human Capital Management •M&A, Capital Markets | •Information Security Risk Management and Cybersecurity •Corporate Sustainability and Impact Risk Management •Marketing and Branding •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •EY (formerly Ernst & Young) ◦Leader of the Long-Term Value and Stakeholder Capitalism initiative, EY (2018 – 2020) ◦Managing Partner, New York City Office (2012 – 2018) ◦Northeast Managing Partner, Assurance and Advisory Business (2009 – 2011) ◦Audit Partner, Fortune 500 companies (2012 – 2020) | | | | Current Public Company Directorships | | | | •Las Vegas Sands (NYSE), Compliance Committee, Chair (2025 – Present) •Clarus Corporation (NASDAQ), Audit Committee, Chair (2024 – Present) | | | | Other Directorships | | | | •Pace University Board of Trustees, Trustee (2001 – Present); Chairman Emeritus (2021 – Present); Chairman (2013 – 2021) •Roundabout Theatre Production Company (2024 – Present) •David Rockefeller New York City Partnership, Fellow (Class of 1999) | |

  4. Nominees

    | Lawrence A. Cunningham Independent Director Age: 63 Director Since: 2023 Board Committee: Nominating/Corporate Governance, Chair | Key Experience, Qualifications, and Board Contributions Lawrence A. Cunningham is a renowned authority on corporate governance, board practices, and value investing, with extensive experience gained as a researcher, author, lawyer and public company director. He is the Presiding Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware and is a director and vice chairman of the board at Constellation Software Inc. Mr. Cunningham's work includes influential books such as The Essays of Warren Buffett, The AIG Story and Quality Investing. Mr. Cunningham brings a unique combination of business and management expertise, legal acumen, academic thought leadership and public company board experience – a diverse background that greatly benefits Markel Group’s board in navigating strategic, governance and operational matters. As the 2018 recipient of the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD), Mr. Cunningham has demonstrated notable achievements throughout his board career, including dedication to the improvement of corporate governance practices and leadership. He possesses financial oversight expertise, evidenced by his testimony before Congress on Sarbanes-Oxley compliance, and his authorship of influential texts on accounting and investing. | | | | Skills | | | | •Senior Leadership •Financial Literacy/Capital Markets Experience •Regulatory/Government Risk Management and Compliance •M&A, Capital Markets | •Information Security Risk Management and Cyber •Corporate Sustainability and Impact Risk Management •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •Presiding Director, John L. Weinberg Center for Corporate Governance, University of Delaware (2024 – Present) •Special Counsel, Mayer Brown (2023 – 2024) •Professor of Corporate Governance, George Washington University (2006 – 2022) •Professor and Vice Dean, Boston College Law School (2001 – 2006) •Professor, Cardozo School of Law, Samuel and Ronnie Heyman Center on Corporate Governance (1994 – 2001) •Corporate Associate, Cravath, Swaine & Moore LLP (1988 – 1994) | | | | Current Public Company Directorships | | | | •Constellation Software Inc. (Toronto Stock Exchange) (2017 – Present); Vice Chairman (2019 – Present) | | | | Prior Public Company Directorships | | | | •Kelly Partners Group Holdings Limited (Australia Stock Exchange) (2022 – 2025) | | | | Other Directorships | | | | •Ivey Business School, Ben Graham Centre for Value Investing (2020 – Present) •Museum of American Finance, Trustee (2017 – Present) and Editorial Board Member (2014 – Present) | |

  5. Nominees

    | Thomas S. Gayner Director Age: 64 Director Since: 2016 | Key Experience, Qualifications, and Board Contributions Thomas Gayner brings more than 35 years of executive leadership and investment expertise to Markel Group. As Chief Executive and Chief Investment Officer, he oversees the deployment of capital across insurance, industrial, financial, and consumer businesses, guiding Markel Group's strategic direction and growth. Mr. Gayner has profitably grown the equity portfolio at Markel Group since 1991, amassing an impressive investment track record over this time. Mr. Gayner is broadly recognized in the investment industry for his investment acumen and disciplined adherence to value investing principles. Mr. Gayner brings executive management experience, comprehensive and in-depth understanding of the Company, and insight into the Company's strategic investment opportunities to the Board. His deep involvement in formulating the strategic direction of Markel Group and from serving in many different capacities enriches the Board's deliberations, providing insights that encompass both investment strategy and operational leadership of Markel Group's businesses. Mr. Gayner has significant experience managing risk and implementing investment strategies, developed during his career at Markel Group and through his experience as Chairman and member of the Audit and Finance Committees of Graham Holdings Company. Mr. Gayner has deep public company board and committee experience, expertise in board governance matters, and knowledge of the most pressing challenges facing global public companies through directorships at The Coca-Cola Company and Graham Holdings, and as the previous lead independent director of Cable One. Mr. Gayner also has significant transaction experience at Markel Group. | | | | Skills | | | | •Senior Leadership •Financial Services or Insurance Industry •Financial Literacy/Capital Markets Experience •Business Development and Strategy •M&A, Capital Markets | •Corporate Sustainability and Impact Risk Management •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •Markel Group Inc. ◦Chief Executive Officer (2023 – Present) ◦Co-Chief Executive Officer (2016 – 2022) ◦President and Chief Investment Officer (2010 – 2015) ◦Director and President, Markel Gayner Asset Management (1990 – Present) •Vice President, Davenport & Company of Virginia (1984 – 1986) •CPA, PricewaterhouseCoopers LLP (1983 – 1984) | | | | Current Public Company Directorships | | | | •The Coca-Cola Company (2024 – Present) •Graham Holdings Company, (2007 – Present), Audit Committee (2007 – Present), Audit Committee Chairman (2009 – Present) | | | | Prior Public Company Directorships | | | | •Cable One Inc, Director (2015 – 2023) •Colfax Corporation, Director (2008 – 2022) | | | | Other Directorships | | | | •Investment Advisory Committee of the Virginia Retirement System (2009 – Present) •Davis Series Mutual Funds (2004 – 2025) | |

  6. Nominees

    | Greta J. Harris Independent Director Age: 65 Director Since: 2021 Board Committee: Nominating/Corporate Governance | Key Experience, Qualifications, and Board Contributions Greta Harris is a seasoned executive with deep experience in corporate strategy, talent management, government relations, and community engagement. As President and CEO of Better Housing Coalition, she has led efforts to strengthen infrastructure, build partnerships, and expand affordable housing for thousands of families. Her prior leadership at Virginia Local Initiatives Support Corporation supported economic development across the Southern and Midwestern regions, including over $250 million in real estate projects in Central Virginia. Ms. Harris's work in community development and board service for organizations such as Greater Washington Partnership and the Virginia Redistricting Commission provides valuable insight into social and economic matters relevant to Markel Group. | | | | Skills | | | | •Senior Leadership •Business Development and Strategy •Regulatory/Government Risk Management and Compliance | •Human Capital Management •Corporate Sustainability and Impact Risk Management •Marketing and Branding | | | Employment Experience | | | | •President and CEO, Better Housing Coalition (2013 – Present) •Senior Program Director and then Program Vice President at Local Initiatives Support Corporation (1997 – 2013) •Senior Program Director, Local Initiatives Support Corporation (1997 – 2006) •Executive Director, Richmond Neighborhood Housing Services (1992 – 1997) •Project Developer, Greater Germantown Housing & Community Development Corporation (1989 – 1992) •Project Architect, Johnson & Jones Architects (1985 – 1989) | | | | Other Directorships | | | | •National NeighborWorks Association (2025 – Present) •The Richmonder (2024 – Present) •Greater Washington Partnership (2022 – Present) •Virginia Redistricting Commission, Co-Chairwoman (2021 – Present) •Housing Partnership Network (2020 – Present) •Richmond Jazz Society (2015 – Present) •Virginia Tech Board of Visitors, Board Member (2016 – 2024) •ChamberRVA, Board Member (2018 – 2023) •City of Richmond's Economic Development Authority, Board Member (2010 – 2013) | |

  7. Nominees

    | Morgan E. Housel Independent Director Age: 42 Director Since: 2021 Board Committee: Nominating/Corporate Governance | Key Experience, Qualifications, and Board Contributions Morgan Housel brings two decades of investment and financial research experience to Markel Group. As partner at Collaborative Fund, he leads investor communications, research, and due diligence, and serves on portfolio company boards. Mr. Housel is the author of best-selling books The Psychology of Money, Same as Ever, and The Art of Spending Money, recognized for their insights into investor psychology and long-term thinking. He is a two-time Best in Business Award winner and recipient of the New York Times Sidney Award. His books have sold over 11 million copies and have been translated into more than 60 languages. Mr. Housel’s investment analyst experience, investment research, risk management expertise and extensive knowledge of business history are valuable contributions to the Markel Group Board. Mr. Housel provides great perspective and insight into the capital markets and long-term capital allocation decision-making, supporting Markel Group's approach to disciplined investment and value creation. His service as an independent director for financial institutions contributes to Markel Group's governance, risk oversight, and strategic planning. | | | Skills | | | •Financial Services or Insurance Industry •Financial Literacy/Capital Markets Experience •Human Capital Management •Technology/Innovation •Marketing and Branding | | | Employment Experience | | | •Partner, The Collaborative Fund (2016 – Present) •Columnist and Senior Analyst, The Motley Fool (2007 – 2016) •Columnist, The Wall Street Journal (2014 – 2015) | | | Other Directorships | | | •Long-Term Stock Exchange, Independent Director (2017 – 2018) •Camino Financial, Independent Director (2017 – 2018) |

  8. Nominees

    | Diane Leopold Independent Director Age: 59 Director Since: 2018 Board Committee: Compensation, Chair | Key Experience, Qualifications, and Board Contributions Diane Leopold brings to the Board over 35 years of expertise in operations, business development, financial planning, corporate strategy, mergers and acquisitions, market analysis and risk management from having served in senior executive roles with increasing management responsibility at publicly listed Dominion Energy. As COO and EVP of Dominion Energy, she managed operations in a highly regulated industry and worked closely with policymakers as chair of the American Gas Association and Interstate Natural Gas Association of America. Ms. Leopold has a broad perspective on stakeholder engagement and community relations from her roles on nonprofit and industry boards. | | | | Skills | | | | •Senior Leadership •Financial Literacy/Capital Markets Experience •Business Development & Strategy •Regulatory/Government Risk Management and Compliance •Human Capital Management •M&A, Capital Markets | •Information Security Risk Management and Cybersecurity •Technology/Innovation •Corporate Sustainability and Impact Risk Management •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •Dominion Energy ◦Chief Operating Officer (2020 – 2025) ◦Executive Vice President (2018 – 2025) ◦Co-Chief Operating Officer (2019 – 2020) ◦President and Chief Executive Officer, Gas Infrastructure Group (2017 – 2019) ◦President, Dominion Energy, Inc. (2014 – 2016) ◦Senior Vice President, Dominion Energy Gas Transmission (2012 – 2013) | | | | Current Public Company Directorships | | | | •CMS Energy Corp (NYSE) (2026) and Consumers Energy Co (NYSE) (2026), Compensation and Human Resources Committee and Finance Committee, for each (2026) •nVent (NYSE) (2025 – Present), Audit and Finance Committee (2025 – Present) | | | | Other Directorships | | | | •The Atlantic Council (2025 – Present) •World Pediatrics (2023 – Present) •Nuclear Electric Insurance Limited (2022 – 2025) •The Jamestown-Yorktown Foundation (2020 – 2025) •GROW Capital Jobs Foundation, Board of Trustees (2019 – 2025) •American Gas Association (2014 – 2024); Chairwoman (2020) •Hampton Roads Alliance (2021 – 2023) •Northern Virginia Technology Council (2020 – 2022) •Virginia Union University Board of Trustees, Trustee (2016 – 2023) •Dominion Energy Midstream Partners MLP (2017 – 2019 (when it became a wholly-owned subsidiary of Dominion Energy)) •Interstate Natural Gas Association of America (2014 – 2018); Chairwoman (2016 – 2017) •Virginia Commonwealth University Foundation (2009 – 2015); Chairwoman (2014 – 2015) | |

  9. Nominees

    | Steven A. Markel Chairman of the Board Age: 77 Director Since: 1978 | Key Experience, Qualifications, and Board Contributions Steve Markel has been with Markel Group since 1975, bringing deep expertise in finance, investments, and company operations. He led Markel's IPO in 1986. Mr. Markel brings in-depth, intimate knowledge of the Company, its operations, its history and its challenges and opportunities. He is known for his analytical insight, attention to detail, and passion for the Company’s success. Mr. Markel's extensive set of relevant skills and experiences have enabled him to adroitly lead and position the Company for long-term success in his role as Chairman of the Board. | | | | Skills | | | | •Senior Leadership •Financial Services or Insurance Industry •Financial Literacy/ Capital Markets Experience •Business Development & Strategy •Regulatory/Government Risk Management and Compliance | •Human Capital Management •M&A, Capital Markets •Corporate Sustainability and Impact Risk Management •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •Markel Group Inc. ◦Chairman of the Board (2020 – Present) ◦Vice Chairman of the Company (1992 – 2020) ◦Executive Vice President (1986 – 1992) ◦Treasurer (1975 – 1986) | | | | Prior Public Company Directorships | | | | •Union First Market Bankshares Corporation (2010 – 2014) •First Market Bank (1998 – 2010) •S&K Famous Brands (1996 – 2009) •Fairfax Financial Holdings Limited (Toronto Stock Exchange) (1985 – 1998) •Avemco Corp (1994 – 1997) | |

  10. Nominees

    | Jonathan E. Michael Independent Director Age: 72 Director Since: 2025 Board Committee: Audit | Key Experience, Qualifications, and Board Contributions Jon Michael is a proven leader in specialty insurance, with over 20 years as Chief Executive Officer of RLI Corp., a close peer to Markel Insurance. Mr. Michael brings extensive public company board experience from RLI and SS&C Technologies Holdings, where he has served as lead independent director and chaired key committees. He is also a past chairman of the Property Casualty Insurers Association of America, served as interim president of Bradley University from 2024 to 2025, and is a Certified Public Accountant. Mr. Michael is considered a "financial expert" as defined by Item 407(d) of Regulation S-K under the Exchange Act. | | | | Skills | | | | •Senior Leadership •Financial Services or Insurance Industry •Financial Literacy/Capital Markets Experience •Business Development & Strategy •Regulatory/Government Risk Management and Compliance •Human Capital Management | •M&A, Capital Markets •Information Security Risk Management and Cybersecurity •Technology/Innovation •Corporate Sustainability and Impact Risk Management •Marketing and Branding •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •RLI Corp. ◦Chief Executive Officer (2001 – 2021) ◦Chief Operating Officer (1994 – 2001) ◦Executive Vice President (1992 – 1994) ◦Chief Financial Officer (1985 – 1992) •CPA, Coopers & Lybrand (1977 – 1982) •Bradley University, Interim President (2024 – 2025) | | | | Current Public Company Directorships | | | | •SS&C Technologies Holdings, Inc. (Nasdaq) (2010 – Present) ◦Lead Independent Director (2022 – Present) ◦Compensation Committee, Chair (2024 – Present) ◦Audit Committee (2010 – 2024); Chair (2017 – 2023) ◦Nominating and Corporate Governance Committee (2013 – Present) | | | | Prior Public Company Directorships | | | | •RLI Corp. (NYSE) (1997 – 2024); Chairman (2011 – 2024) •Fieldstone Investment Corporation (Nasdaq) (2003 – 2007) | | | | Other Directorships | | | | •Bradley University Board of Trustees, Trustee (2016 – Present); Chairman (2024 – Present) | |

  11. Nominees

    | Harold L. Morrison, Jr. Independent Director Age: 68 Director Since: 2020 Board Committees: Audit, Compensation | Key Experience, Qualifications, and Board Contributions Harold Morrison is a proven leader in the insurance industry, with over thirty years at The Chubb Corporation in operational leadership roles. He brings deep expertise in global insurance operations, specialty underwriting, and agent/broker partnerships. Mr. Morrison led the integration of 48 offices and 4,500 employees following the Chubb-ACE merger, ensuring operational efficiency, underwriting profit, expense control, customer retention and continuity across North America and Canada. As Chief Global Officer and Administrative Officer, he managed complex, international and U.S. operations spanning 120 offices in 28 countries. | | | | Skills | | | | •Senior Leadership •Financial Services or Insurance Industry •Business Development & Strategy •Regulatory/Government Risk Management and Compliance •Human Capital Management | •Technology/Innovation •Corporate Sustainability and Impact Risk Management •Marketing and Branding •Global Business | | | Employment Experience | | | | •Senior Vice President, Chubb Group and Division President, Field Operations, North America Insurance of Chubb Insurance Company (2016 – 2017) •Executive Vice President and Chief Global Field Officer, The Chubb Corporation (2008 – 2016). Chief Administrative Officer responsibilities were added to his existing duties in 2011. | | | | Other Directorships | | | | •IMA Financial, Independent Director (2022 – Present), Compensation Committee, Chair (2024 – Present) | |

  12. Nominees

    | Michael O'Reilly Lead Independent Director Age: 82 Director Since: 2013 Board Committees: Audit, Nominating/Corporate Governance | Key Experience, Qualifications, and Board Contributions Michael O'Reilly brings forty years of insurance industry experience from The Chubb Corporation, with deep expertise in investment management, reserve adequacy, capital management, financial disclosures, and corporate finance. He served as Vice Chairman and Chief Financial Officer at Chubb, and as Chairman of Alterra Capital Holdings Limited (Alterra), where he oversaw its sale to Markel Group. Mr. O’Reilly has led significant transactions, including the founding and merger of Harbor Point, and has extensive board experience in governance and mergers and acquisitions. As Lead Independent Director, he presides over meetings of independent directors and communicates board priorities to the Chairman of the Board and Chief Executive Officer. He is also a "financial expert" as defined by Item 407(d) of Regulation S-K under the Exchange Act. | | | | Skills | | | | •Senior Leadership •Financial Services or Insurance Industry •Financial Literacy/Capital Markets Experience •Business Development & Strategy •Regulatory/Government Risk Management and Compliance | •Human Capital Management •M&A, Capital Markets •Corporate Sustainability and Impact Risk Management •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •The Chubb Corporation ◦Chief Financial Officer (2003 – 2008) ◦Chief Investment Officer (1986 – 2002) | | | | Prior Public Company Directorships | | | | •Alterra Capital Holdings Limited, Chairman (2010 – 2013) •The Chubb Corporation, Vice Chairman (2002 – 2008) | | | | Other Directorships | | | | •Harbor Branch Oceanographic Institute Foundation, Inc. (2011 – Present); Chairman (2017 – Present) •Pace University Board of Trustees, Trustee, Trustee Emeritus (25+ years); former Vice-Chairman •Lake George Land Conservancy, Trustee (2011 – 2023); President (2018 – 2023); Trustee Emeritus (2023 – Present) •Harbor Point Limited, a predecessor of Alterra, Chairman (March 2010 – May 2010); Deputy Chairman (2005 – 2010) | |

  13. Nominees

    | A. Lynne Puckett Independent Director Age: 64 Director Since: 2020 Board Committee: Compensation | Key Experience, Qualifications, and Board Contributions Lynne Puckett brings extensive experience in global operations, corporate law, and complex transactions. As General Counsel at Celanese and Colfax, she led legal strategy for major acquisitions, including Celanese's $11 billion purchase of DuPont's Mobility & Materials division and Colfax's ~$2.4 billion acquisition of Charter International. From her time as a Partner at Hogan Lovells US LLP, Ms. Puckett has deep expertise in corporate law, complex mergers and acquisitions, and strategic review processes. Her board service includes roles at the American Shakespeare Center and University of Maryland’s Greenebaum Cancer Center. | | | | Skills | | | | •Senior Leadership •Business Development & Strategy •Regulatory/Government Risk Management and Compliance •Human Capital Management •M&A, Capital Markets | •Information Security Risk Management and Cybersecurity •Corporate Sustainability and Impact Risk Management •Global Business •Other Public Company Board Service/Corporate Governance | | | Employment Experience | | | | •Senior Vice President and General Counsel, Celanese Corporation (2019 – 2024) •Senior Vice President, General Counsel, Secretary, Colfax Corporation (2010 – 2019) •Partner, Hogan Lovells US LLP (1999 – 2010) | | | | Other Directorships | | | | •American Shakespeare Center, Trustee (three terms, most recently, 2022 – 2025) •University of Maryland Marlene and Stewart Greenebaum Comprehensive Cancer Center (Former) •Center for Refugee and Disaster Response at the Johns Hopkins Bloomberg School of Public Health (Former) | |

  14. Compensation of Non-employee Directors

    Compensation of Non-employee Directors The following table sets forth compensation for the Company's non-employee directors for 2025:

  15. Compensation of Non-employee Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Mark M. Besca | $110,000 | $164,080 | $12,850 | $286,930 | | Lawrence A. Cunningham | $110,000 | $164,080 | $21,398 | $295,478 | | Greta J. Harris | $110,000 | $164,080 | $15,000 | $289,080 | | Morgan E. Housel | $110,000 | $164,080 | $27,222 | $301,302 | | Diane Leopold | $110,000 | $164,080 | $27,222 | $301,302 | | Jonathan E. Michael | $110,000 | $164,080 | $27,222 | $301,302 | | Harold L. Morrison, Jr. | $110,000 | $164,080 | $21,111 | $295,191 | | Michael O'Reilly | $140,000 | $164,080 | $30,556 | $334,636 | | A. Lynne Puckett | $110,000 | $164,080 | $27,222 | $301,302 |

  16. Compensation of Non-employee Directors

    Annual Retainer Fee Upon election to the Board, each non-employee director is paid an annual retainer fee of $110,000 (or a pro-rated portion thereof if elected to the Board after the annual meeting of shareholders). The Lead Independent Director, Mr. O'Reilly, also receives an additional annual retainer fee of $30,000. The retainer fee is paid in cash, except to the extent the director chooses to receive the fee in the form of shares of the Company's Common Stock. In addition, each non-employee director is reimbursed for expenses incurred in connection with attending meetings. In 2025, non-employee directors were eligible to participate, up to the total amount of the retainer fees received by the director, in the Non-Qualified Component of the 2020 Stock Purchase Plan (as defined below under "Employee Stock Purchase Plan"). Under the Non-Qualified Component, non-employee directors have the ability to purchase the Company's Common Stock at a 10% discount. In 2025, Messrs. Cunningham, Housel, Michael, and O'Reilly and Mses. Leopold and Puckett elected to receive their entire retainer fees, and Mr. Morrison elected to receive half of his retainer fee, in the form of shares of the Company's Common Stock purchased under the 2020 Stock Purchase Plan. Annual Restricted Stock Award Upon election to the Board, each non-employee director also receives an annual grant of restricted stock valued at approximately $165,000 (or a pro-rated portion thereof if elected to the Board after the annual meeting of shareholders), calculated based on the fair market value of the Company's Common Stock on the grant date and rounded up or down to the nearest whole share. All Other Compensation The "All Other Compensation" column in the table above includes:

  17. Compensation of Non-employee Directors

    | Name | | Discount Received for Fees Paid in Sharesa | Matching Giftsb | Total All Other Compensation | | Mark M. Besca | | — | $12,850 | $12,850 | | Lawrence A. Cunningham | | $12,222 | $9,176 | $21,398 | | Greta J. Harris | | — | $15,000 | $15,000 | | Morgan E. Housel | | $12,222 | $15,000 | $27,222 | | Diane Leopold | | $12,222 | $15,000 | $27,222 | | Jonathan E. Michael | | $12,222 | $15,000 | $27,222 | | Harold L. Morrison, Jr. | | $6,111 | $15,000 | $21,111 | | Michael O'Reilly | | $15,556 | $15,000 | $30,556 | | A. Lynne Puckett | | $12,222 | $15,000 | $27,222 | | a | The amounts in this column represent the discount received by non-employee directors who elected to receive all or a portion of their retainer fees for 2025 in the form of shares of the Company's Common Stock purchased under the 2020 Stock Purchase Plan as described above under "Annual Retainer Fee." | | | | | b | The amounts in this column represent the charitable contributions made by the Company that matched contributions made by non-employee directors in 2025 (up to $15,000). See "Summary Compensation Table" for the amounts of charitable contributions made by the Company to match contributions made by Thomas S. Gayner in 2025, and "Certain Transactions" for the amounts of charitable contributions made by the Company to match contributions made by Steven A. Markel in 2025. | | | |

  18. Compensation of Non-employee Directors

    Stock Ownership Guidelines The Company places a strong emphasis on equity ownership by executive officers and other members of senior management and has extended that philosophy to its Board by adopting stock ownership guidelines for non-employee directors. The guidelines require each non-employee director to acquire and maintain ownership of Common Stock with a value at least equal to five times the annual cash retainer paid. Following an increase in the ownership requirement due to an increase in the annual cash retainer paid, each non-employee director has five years to comply with the additional ownership expected to be held due to the annual cash retainer increase. All shares acquired under the 2020 Stock Purchase Plan count toward ownership requirements along with any restricted stock granted but not vested. Purchased shares are valued at the higher of cost to the director or market value. All current non-employee directors meet the guideline requirements, except for Mr. Michael. However, recently elected non-employee directors, including Mr. Michael, are expected to reach the required minimum levels of ownership within five years of their initial election to the Board.

  19. Compensation Philosophy

    Compensation Philosophy The Company's current compensation philosophy is informed by our management philosophy, supplemented by on-going review of developments and trends in executive compensation practices and design. The Markel Style, a spirit of innovation, excellence, and teamwork, is the foundation of our way of working. Our compensation framework and its intended purpose is based on the following principles and objectives: •Long-Term Perspective: Our overriding perspective is a long-term one, and correspondingly we believe in using performance metrics based over a multi-year period to incent long-term decision making and the creation of shareholder value. •Ownership Mentality: We believe granting performance-based incentive compensation in the form of Restricted Stock Units (RSUs) to senior leaders including all executive officers using multi-year performance metrics aligns their interests with those of our shareholders. We also expect executive officers to amass and maintain a meaningful amount of stock ownership in the Company. •Pay for Performance: Our compensation programs are designed to incent and reward superior performance. Payouts under the various programs vary with performance against annual Company goals, individual objectives and long-term metrics. We believe that performance-based incentive compensation should comprise the vast majority of executive officer target compensation. Significant differentiation of reward based on performance levels is strongly encouraged across the Company. •Industry Competitive: Total rewards must be competitive in the markets where we compete for talent to attract, motivate, reward and retain high quality individuals at all levels. Compensation should fairly reflect an employee's level of responsibility, authority and contribution. •Global standards: In support of the global nature of our business, our compensation frameworks and programs are designed to provide alignment and integration across the geographies in which we operate. The following discussion summarizes our executive compensation setting process and examines each of the key elements of compensation, how they are determined, and how they fit within the overall compensation structure.

  20. Compensation Setting Process

    Compensation Setting Process The Compensation Committee annually reviews and, if appropriate, resets the compensation of the Company's executive officers. The Compensation Committee has not retained a compensation consultant to assist it in determining appropriate compensation levels and has not engaged in any formal benchmarking processes. The Committee has instead relied on the general knowledge, experience, and good judgment of its members, both with regard to competitive compensation levels and the relative success that has been achieved by the Company, as well as information available to the members of the Compensation Committee from sources both within and outside the Company, including data, analysis and recommendations presented by senior management in consultation with an outside compensation consultant engaged by senior management. In addition, the Compensation Committee considers, among other factors: level of experience; individual areas of responsibility; the Company's operating performance; and total compensation opportunities relative to compensation opportunities of other members of management of the Company and its subsidiaries. For 2025, senior management engaged CAP as a compensation consultant to management to provide current market research and analyses against which executive compensation programs and proposals could be evaluated. Senior management worked with CAP to make recommendations to the Compensation Committee regarding executive compensation that are consistent with the Company's objectives. CAP shared market data with senior management, and, in turn, senior management presented data, analysis and recommendations to the Compensation Committee for review and consideration. CAP did not engage directly with the Compensation Committee or the Board. Each year, management provides the Compensation Committee with updated market information for each executive officer's compensation. The market information is based on a peer group, which is discussed further below. The peer group data, including data drawn from proxy statement disclosures for named executive officers and survey data for other executives, is used to create percentile comparisons for each executive's base salary, total cash compensation (base salary plus annual cash incentives) and total direct compensation (base salary plus annual cash incentives plus all long-term incentive awards). The Compensation Committee considers this peer group information as part of its assessment of any proposed adjustments to executive compensation. With input and recommendations from CAP, senior management identified a peer group of 16 companies for use in connection with developing recommendations for the Compensation Committee for compensation practices, design and pay levels for 2025. This peer group, set forth below, was presented to the Compensation Committee.

  21. Compensation Setting Process

    Factors considered in determining this peer group included: •Balancing the peer group with an appropriate mix of property and casualty (P&C), multi-line insurance, reinsurance, and multi-sector holding companies; •Including broader market multi-industry companies (i.e., conglomerates/holding companies, capital allocators); and •Identifying companies with similar business mix and model, as well as revenues and market capitalization within an appropriate range. Peer group data is only one of many factors the Compensation Committee considers in determining executive compensation. Neither senior management, nor the Compensation Committee, targets a specific percentile for any element of compensation or for total compensation, nor does senior management, or the Compensation Committee, target any particular mix of base salary, annual cash incentive compensation, and long-term equity incentive compensation. Where relevant, survey data will supplement the peer group data, for example survey data for S&P 500 companies comparable in size and geographic characteristics to the Company. Management occasionally provides the Compensation Committee with additional relevant market information, such as emerging compensation trends or the type and prevalence of incentive metrics.

  22. Incentive Compensation

    Incentive Compensation The Company's incentive compensation program for executive officers generally consists of two elements — annual cash incentive compensation (Cash Awards) paid under the Executive Bonus Plan (the Non-Equity Incentive Plan) and RSUs issued under the 2024 Equity Incentive Compensation Plan (the Equity Incentive Plan). All named executive officers participated in the Non-Equity Incentive Plan and Equity Incentive Plan. Under the Equity Incentive Plan, named executive officers are eligible to receive performance-based annual equity awards (each a Performance-Based Equity Award) and long-term service-based annual equity awards (each a Long-Term Service-Based Equity Award) in the form of RSUs. For equity awards for U.S. named executive officers for the 2025 performance year, (i) 75% of the total equity award target was allocated to Performance-Based Equity Awards, and (ii) the remaining 25% of the total equity award target was allocated to a Long-Term Service-Based Equity Award. Performance-Based Equity Awards and Long-Term Service-Based Equity Awards are subject to three-year cliff vesting schedules. Long-Term Service-Based Equity Awards are subject to an additional five-year holding period. Cash Awards and Performance-Based Equity Awards to the U.S. named executive officers for 2025 performance were subject to the achievement of pre-established performance goals approved by the Compensation Committee based on two equally weighted performance criteria: (1) the Company's average operating income, and (2) the compound annual growth rate (CAGR) in the Company's closing stock price (total shareholder return), both over the five-year period from 2021 to 2025. See "Compensation for Simon Wilson" below for discussion of Mr. Wilson's incentive compensation for 2025. The Company believes that the average operating income of the Company over five years provides a reasonable proxy for the performance of its businesses, and the target for operating income, which is set taking into consideration capital within the system, closely aligns with the overall financial goal of growing intrinsic value. For these reasons, in 2025, the Company used average operating income as a performance metric over a period of five years. Use of the metrics of growth in total shareholder return and average operating income is meant to acknowledge the participants' role in formulating and implementing the long-term strategic direction and initiatives of the Company (including the allocation of capital) in consultation with the Board. For the 2025 performance year, the CAGR in total shareholder return was calculated using the Company's closing Common Stock price on December 31, 2020, and comparing it to the Company's closing Common Stock price on December 31, 2025. The five-year performance period underscores the Company's long-term perspective and incents and rewards long-term, rather than short-term decision making and behavior, and provides balance between line of sight for actions currently being taken and a long-term perspective in managing the Company's operations. In addition, using a longer-term measurement period does not encourage the taking of excessive or unnecessary risks in order to earn incentive compensation. The Compensation Committee believes using such a performance period aligns management's interests with those of shareholders who are interested in long-term value creation. The named executive officers have the potential to receive a majority of their total compensation in the form of incentive compensation. Moreover, if the Company achieves excellent performance over a multi-year period, a substantial majority of their total compensation would be in the form of incentive compensation. All incentive-based compensation received by the named executive officers is subject to the Markel Group Compensation Recovery Policy. See "Compensation Recovery Policy" below. Non-Equity Incentive Plan — Cash Awards The Non-Equity Incentive Plan was approved in May 2018 by the Board upon the recommendation of the Compensation Committee. The Non-Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the power and complete discretion to select eligible employees to receive awards thereunder and to determine the type of award and its terms and conditions in accordance with the Non-Equity Incentive Plan. Executive officers of the Company who the Compensation Committee determines have contributed or who can be expected to contribute significantly to the Company are eligible to receive awards under the Non-Equity Incentive Plan. As discussed above, the performance criteria for 2025 for the U.S. named executive officers were based on five-year average operating income and growth in total shareholder return. The table in Grants of Plan-Based Awards below under "Performance-Based Cash Awards and Equity Awards — Performance Criteria" sets forth the performance criteria grid approved by the Compensation Committee for determining the performance modifiers to be used to calculate the Cash Awards payable for 2025 performance based on various levels of average operating income and growth in total shareholder return and shows the potential value of Cash Awards, expressed as a percentage of target potential. The grid includes circumstances under which the Compensation Committee may exercise discretion in determining whether Cash Awards are merited and the limits on that discretion. The performance modifiers and the target potential for each U.S. named executive officer for the 2025 performance year were as set forth in the award table below under "2025 Incentive Awards." The U.S. named executive officers receive the appropriate payment at the end of the performance period if, as applicable, the performance criteria and other terms and conditions of the award are met. Awards are payable in cash. See "Compensation for Simon Wilson" below for discussion of a one-time cash award made to Mr. Wilson upon his appointment as Chief Executive Officer, Markel Insurance, and his Cash Awards for 2025. Equity Incentive Plan The Equity Incentive Plan was approved by shareholders in May 2024 at the Company's 2024 Annual Meeting of Shareholders. The Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the power and complete discretion to select executive officers to receive equity awards made thereunder and to determine the type of award and its terms and conditions in accordance with the Equity Incentive Plan. Executive officers of the Company who the Compensation Committee determines have contributed or who can be expected to contribute significantly to the Company are eligible to receive equity awards under the Equity Incentive Plan. The Compensation Committee has delegated to the Company's CEO, Executive Vice President and Chief Operating Officer, and Chief Executive Officer, Markel Insurance, the authority to select eligible employees who are not executive officers to participate in the Equity Incentive Plan at set levels based on the employee's position within the Company's career framework for such employees. The Committee has further delegated authority to these persons to issue discretionary equity awards for newly hired and current employees up to a certain dollar amount.

  23. Incentive Compensation

    Equity awards are payable in RSUs. Each RSU represents the right to receive one share of Common Stock. After an RSU is granted, the RSU is subject to a vesting schedule, usually cliff vesting after a three-year period. Paying a substantial portion of incentive compensation in RSUs has the advantage of both increasing the named executive officers’ equity ownership in the Company (which is aligned with the Company's emphasis on equity ownership by employees) and furnishing a retention incentive (i.e., the named executive officer must remain employed by the Company in order to be assured of vesting in the stock, subject to certain exceptions). Performance-Based Equity Awards The performance criteria for 2025 for the U.S. named executive officers related to average operating income and growth in total shareholder return. In February 2025, the Compensation Committee approved target amounts for Performance-Based Equity Awards, payable in RSUs, for the U.S. named executive officers, as well as other members of management of the Company and its subsidiaries. The table below in Grants of Plan-Based Awards under "Performance-Based Cash Awards and Performance-Based Equity Awards — Performance Criteria" sets forth the performance criteria grid approved by the Compensation Committee for determining the performance modifiers to be used to calculate the Performance-Based Equity Awards payable for 2025 performance based on various levels of average operating income and growth in total shareholder return and shows the potential value of equity awards, expressed as a percentage of target potential. The grid includes circumstances under which the Compensation Committee may exercise discretion in determining whether Performance-Based Equity Awards are merited and the limits on that discretion. The performance modifiers and the target potential for each U.S. named executive officer for the 2025 performance year were as set forth in the award table below under "2025 Incentive Awards." Executive officers may elect to defer the issuance of Common Stock upon the vesting of RSU awards. The Equity Incentive Plan does not allow for stock options or stock appreciation rights. See "Compensation for Simon Wilson" below for discussion of Mr. Wilson's performance-based equity incentive compensation for 2025. Service-Based Equity Awards In February 2025, the Compensation Committee approved Long-Term Service-Based Equity Awards, payable in RSUs, for the U.S. named executive officers. These long-term service awards require an additional five-year holding period after a three-year vesting period is satisfied, to reinforce alignment between the Company's leadership team and the goal of increasing shareholder value over the long-term and building an enduring enterprise. Long-Term Service-Based Equity Awards are not subject to a performance modifier. See "Compensation for Simon Wilson" below for discussion of Mr. Wilson's service-based equity incentive compensation for 2025. 2025 Incentive Awards The five-year average operating income of the Company from January 1, 2021 through December 31, 2025 was $2,596.9 million and the five-year CAGR in the Company's total shareholder return from January 1, 2021 through December 31, 2025, was 16%. Based on the performance grid set forth in Grants of Plan-Based Awards below under "Performance-Based Cash Awards and Performance-Based Equity Awards — Performance Criteria," the performance modifiers used to determine awards for the U.S. named executive officers under the Non-Equity Incentive Plan and the Equity Incentive Plan Performance-Based Awards for 2025 performance were as follows:

  24. Incentive Compensation

    Cash Awards, Performance-Based Equity Awards, and Service-Based Equity Awards for the named executive officers for the 2025 performance year were as set forth in Grants of Plan-Based Awards below under "Performance-Based Cash Awards and Performance-Based Equity Awards — 2025 Awards." Performance-Based Equity Awards were 75% of the total equity award target for named executive officers, while 25% of the total equity award target was allocated to Service- Based Equity Awards. Cash and Performance-Based Equity Awards for U.S. named executive officers were based on the performance modifiers shown in the above table. Service-Based Equity Awards were not subject to performance modifiers. Retention Awards For recruitment and retention purposes, grants of RSUs have been made from time to time as circumstances warrant. No retention awards were made in 2025 to any of the Company's named executive officers.

  25. Compensation for Simon Wilson

    Compensation for Simon Wilson Effective March 17, 2025, Mr. Wilson was promoted to Chief Executive Officer, Markel Insurance, and he became an executive officer of the Company. The Compensation Committee approved the following for Mr. Wilson in connection with his promotion: •An increase in annual base salary from $806,880 to $874,120;1 •A one-time discretionary cash award of $300,000 (approved by the Compensation Committee and paid in USD); •An increase in the target potential for his Cash Awards under the Non-Equity Incentive Plan from 100% to 125%; and •An increase in the target potential for his equity awards under the Equity Incentive Plan from 100% to 175%. The Cash Award for Mr. Wilson for 2025 performance was subject to the achievement of pre-established performance goals approved by the Compensation Committee based on two equally weighted performance criteria: (1) the Company's average operating income, and (2) CAGR in the Company's closing stock price (total shareholder return), both over the five-year period from 2021 through 2025. See "Non-Equity Incentive Plan – Cash Awards" above for further discussion of these Cash Awards. Mr. Wilson's Performance-Based Equity Awards for 2025 performance were subject to the achievement of pre-established performance goals approved by the Compensation Committee based on three equally weighted performance criteria: (1) the Company's average operating income, (2) CAGR in the Company's closing stock price (total shareholder return), both (1) and (2) over the five-year period from 2021 through 2025, and (3) average operating income for the Company's insurance operations (previously referred to as the Company's "Insurance engine," which included Markel Insurance, State National and Nephila) (AIOI) over the five-year period from 2023 through 2027. Mr. Wilson's 2025 AIOI Performance-Based Equity Award was granted at target in 2025 and is subject to adjustment (up or down) at the end of the five-year performance period. As noted in Incentive Compensation above under "2025 Incentive Awards," the five-year average operating income of the Company from 2021 through 2025 was $2,596.9 million, and the five-year CAGR in the Company's total shareholder return from 2021 through 2025 was 16%. The performance modifiers used to determine Mr. Wilson's 2025 Equity Incentive Plan Performance-Based Awards were determined as follows:

  26. Compensation for Simon Wilson

    Mr. Wilson also received a service-based equity award for 2025, prior to becoming an executive officer. His service-based equity award is subject to a three-year cliff vesting schedule and has no additional holding period. Mr. Wilson's equity awards for 2025 were approved by the Compensation Committee. 1 Mr. Wilson is paid in Great British Pounds (GBP). Except as otherwise noted, compensation disclosed for Mr. Wilson in U.S. dollars (USD) is based on the conversion rate at December 31, 2025 of 1 GBP to 1.3448 USD. In February 2026, the Compensation Committee approved incentive compensation for Mr. Wilson for the 2026 performance year that has the same performance and service criteria as the U.S. named executive officers: •Cash Awards and Performance-Based Equity Awards equally based on average operating income and CAGR in total shareholder return, both over the five-year period from January 1, 2022 through December 31, 2026; and •Long-Term Service-Based Awards, which have a five-year holding period after vesting.

  27. Employment Agreements

    Employment Agreements The Company has entered into employment agreements with each of the named executive officers using form employment agreements approved by the Compensation Committee. Each agreement with a U.S. named executive officer has an initial term to December 31, 2026, and automatically renews for additional one-year terms unless the Company or the executive gives 90 days' notice of non-renewal. As a U.K.-based employee, Mr. Wilson's employment agreement has an open-ended term, with no set duration, lasting until terminated by either party with a twelve months' notice and garden leave. Each agreement provides assurances to the Company with regard to the availability of the named executive officer's services and provides protection for the Company's confidential information and trade secrets. Each agreement with a U.S. named executive officer restricts the ability of the named executive officers to compete with the Company during their employment and after its termination. Mr. Wilson's employment agreement includes a twelve-month notice and garden leave provision, as is customary for U.K. employment agreements, offering a similar protection to U.S. non-compete and non-solicitation provisions. In return, the named executive officers are provided assurances with regard to salary, other compensation and benefits, as well as severance benefits if their employment is terminated by the Company other than for "cause." For this purpose, "cause" includes neglect of duties; willful misconduct; conduct that may result in material injury to the reputation of the Company; active disloyalty; inability to maintain or obtain required regulatory approvals; or breach of obligations relating to confidential information, trade secrets or restrictions on competing with the Company. Each agreement is subject to the Company's incentive-based compensation recoupment/clawback policy. In addition, each of the named executive officers is provided additional assurances following a change in control. In such a situation, they would receive enhanced severance benefits, but only if their employment were terminated without cause or if they chose to terminate their employment for "good reason." See "Potential Payments Upon Termination or Change in Control" for a description of the benefits payable and for definitions of these terms. This additional "double trigger" protection has been provided to these executives because they are considered more vulnerable in a change in control context due to their positions with the Company, their relative levels of equity ownership and the stage of their careers. Mr. Wilson's employment agreement includes additional provisions that are customary or legally required for the Company's U.K.-based employees, including detailed information regarding job structure, working hours, and benefits. None of the employment agreements with the named executive officers include provisions for tax gross-ups, in respect of the "parachute payment" tax imposed by Section 280G of the Code or otherwise.

  28. Tax and Accounting Treatment

    Tax and Accounting Treatment Section 162(m) of the Code imposes a $1,000,000 limit on the amount of compensation that will be deductible for U.S. tax purposes by the Company with respect to the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers (each a Covered Employee). In addition, once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years. The Tax Cuts and Jobs Act eliminated the exception for performance-based compensation to the Section 162(m) deduction limit, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to a Covered Employee in excess of $1,000,000 will not be deductible unless it qualifies for transition relief under the Tax Cuts and Jobs Act. Compensation expense with respect to RSUs is fixed for accounting purposes based on the fair value of the award at the grant date, i.e., the date on which the Compensation Committee determines the number of RSUs to be awarded. The compensation expense is generally recognized over the period ending when the awards vest.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for the Company's PEO, PFO and other named executive officers for services in their capacities as such for 2025 and preceding years, as applicable.

  30. SUMMARY COMPENSATION TABLE

    | Name and Principal Positiona | | Year | Salary | Bonus | Stock Awardse | Non-Equity Incentive Plan Compensationf | All Other Compensationg | Total Compensation | | Thomas S. Gayner Chief Executive Officer | | 2025 | $1,100,000 | — | $9,226,081 | $3,740,000 | $57,984 | $14,124,065 | | | | 2024 | $1,093,269 | — | $6,277,084 | $2,310,000 | $57,534 | $9,737,887 | | | | 2023 | $1,050,000 | — | $5,387,107 | $1,575,000 | $56,184 | $8,068,291 | | Michael R. Heaton former Executive Vice President and Chief Operating Officer | | 2025 | $815,000 | — | $2,796,822 | $2,078,250 | $206,951 | $5,897,023 | | | | 2024 | $809,615 | — | $1,901,813 | $1,283,625 | $46,860 | $4,041,913 | | | | 2023 | $775,000 | — | $1,661,990 | $871,875 | $45,510 | $3,354,375 | | Simon Wilsonb Executive Vice President and Chief Executive Officer, Markel Insurance | | 2025 | $859,896c | $300,000d | $1,650,715 | $1,857,505 | $104,655 | $4,772,772 | | Richard R. Grinnan Senior Vice President, Chief Legal Officer and Secretary | | 2025 | $620,000 | — | $1,654,503 | $1,054,000 | $51,660 | $3,380,163 | | | | 2024 | $617,308 | — | $1,126,172 | $651,000 | $51,210 | $2,445,690 | | | | 2023 | $593,269 | — | $1,025,186 | $450,000 | $49,860 | $2,118,315 | | Brian J. Costanzo Chief Financial Officer | | 2025 | $500,000 | — | $1,335,397 | $850,000 | $33,910 | $2,719,307 | | | | 2024 | $500,000 | — | $649,126 | $525,000 | $34,100 | $1,708,226 | | | | 2023 | $367,181 | — | $175,973 | $341,528 | $31,256 | $915,938 | | a | In accordance with applicable rules of the SEC, the Summary Compensation Table omits information regarding group life, health, hospitalization, and medical reimbursement plans that do not discriminate in scope, terms, or operation in favor of executive officers and that are available generally to all salaried employees. | | | | | | | | | b | Mr. Wilson is paid in GBP. Except as otherwise noted, compensation disclosed for Mr. Wilson in USD is based on the conversion rate at December 31, 2025 of 1 GBP to 1.3448 USD. | | | | | | | | | c | Includes salary Mr. Wilson received prior to becoming an executive officer. | | | | | | | | | d | A one-time discretionary cash award of $300,000, approved by the Compensation Committee and paid in USD, received in connection with Mr. Wilson's promotion to Chief Executive Officer, Markel Insurance. See "Compensation for Simon Wilson" above for discussion of Mr. Wilson’s compensation for 2025. | | | | | | | | | e | The amounts shown under "Stock Awards" include Performance-Based Equity Awards and Service-Based Equity Awards, as well as RSUs awarded for recruitment or retention purposes from time to time as circumstances warrant. The amounts represent the fair value of the awards determined at the date of grant and recognized by the Company for financial reporting purposes under FASB ASC Topic 718, Compensation-Stock Compensation. The Performance-Based Equity Awards for the 2025 performance year were granted for U.S. named executed officers on February 24, 2026, and for Mr. Wilson on February 18, 2025 and February 24, 2026. | | | | | | | | | f | The amounts shown under "Non-Equity Incentive Plan Compensation" are annual Cash Awards earned by the Company's named executive officers under the Non-Equity Incentive Plan for the relevant performance years. | | | | | | | | | g | The amounts shown under "All Other Compensation" for 2025 include the following: | | | | | | | |

  31. SUMMARY COMPENSATION TABLE

    | Name | | 401(k) or Workplace Savings Plan1 | Life Insurance Premiums | Matching Gifts2 | Total All Other Compensation3 | | Thomas S. Gayner | | $31,500 | $11,484 | $15,000 | $57,984 | | Michael R. Heaton | | $31,500 | $810 | $15,000 | $206,9514 | | Simon Wilson | | $99,285 | — | — | $104,6555 | | Richard R. Grinnan | | $31,500 | $5,160 | $15,000 | $51,660 | | Brian J. Costanzo | | $31,500 | $810 | $1,600 | $33,910 | | 1 | The amounts in this column represent the contributions made by the Company under (i) the Company's Retirement Savings (401(k)) Plan for each U.S. named executive officer and (ii) the Markel Workplace Savings Plan for Mr. Wilson. | | | | | | 2 | The amounts in this column represent the charitable contributions made by the Company that matched contributions made by each named executive officer in 2025. | | | | | | 3 | Each named executive officer received less than $10,000 in perquisites and personal benefits in 2025, and thus no amounts are included as permitted by applicable SEC rules. The named executive officers reimbursed the Company for the Company's incremental cost related to any personal travel on aircraft chartered by the Company, and thus no amounts are included because there was no incremental cost to the Company. On occasion during 2025, if seating was available, certain of the named executive officers were accompanied by a spouse or significant other on business trips using an aircraft chartered by the Company, but no amounts are included because there was no incremental cost to the Company. | | | | | | 4 | Mr. Heaton served on the board of Hagerty, Inc. (Hagerty) as the Company's Hagerty board designee for the June 2025 to June 2026 term (the Hagerty Board Service). Mr. Heaton's Total All Other Compensation includes $159,641 received for the Hagerty Board Service in 2025, including (i) a retainer of $49,039, (ii) additional retainers of $4,306 and $2,871 for service on Hagerty's Talent, Culture and Compensation Committee and Nominating & Corporate Governance Committee, respectively, and (iii) 10,230 shares of Class A Common Stock of Hagerty underlying restricted stock units, that vest on July 1, 2026 subject to continued Hagerty board service, having a fair market value of $103,425 based on the closing stock price on June 30, 2025. | | | | | | 5 | In 2025, the Company also provided Mr. Wilson tax consultation services totaling $5,370. | | | | |

  32. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  33. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awardsa | | | Estimated Possible Payouts Under Equity Incentive Plan Awardsb | | | All Other Stock Awards: Number of Units | Grant Date Fair Value of Stock Awards | | Name | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Thomas S. Gayner | | 2/18/2025 | | | | | $1,512,500 | | 807 | $1,512,149c | | | | 2/18/2025 | $880,000 | $2,200,000 | $4,400,000 | $1,815,000 | $4,537,500 | $9,075,000 | | | | | | 2/24/2026 | | | | | | | 3,732 | $7,713,932d | | Michael R. Heaton | | 2/18/2025 | | | | | $458,438 | | 245 | $459,079c | | | | 2/18/2025 | $489,000 | $1,222,500 | $2,445,000 | $550,125 | $1,375,313 | $2,750,625 | | | | | | 2/24/2026 | | | | | | | 1,131 | $2,337,743d | | Simon Wilson | | 2/18/2025 | | | | | $173,594e | | 93 | $174,262c | | | | 2/18/2025 | | | | | $173,594e | | 93 | $174,262f | | | | 2/18/2025 | $437,060g | $1,092,650g | $2,185,300g | $590,031g | $1,475,078g | $2,950,155g | | | | | | 2/24/2026 | | | | | | | 630 | $1,302,191d | | Richard R. Grinnan | | 2/18/2025 | | | | | $271,250 | | 145 | $271,700c | | | | 2/18/2025 | $248,000 | $620,000 | $1,240,000 | $325,500 | $813,750 | $1,627,500 | | | | | | 2/24/2026 | | | | | | | 669 | $1,382,803d | | Brian J. Costanzo | | 2/18/2025 | | | | | $218,750 | | 117 | $219,233c | | | | 2/18/2025 | $200,000 | $500,000 | $1,000,000 | $262,500 | $656,250 | $1,312,500 | | | | | | 2/24/2026 | | | | | | | 540 | $1,116,164d | | a | For 2025, non-equity incentive plan awards for the named executive officers were subject to a cap of 200% of target potential, which is the amount shown under the "Maximum" column. | | | | | | | | | | | b | The number of RSUs awarded is determined by dividing the dollar amount by the fair market value of Common Stock on the date that the Compensation Committee certifies that the performance goals, if any, have been met, or on the date of such award if not subject to any performance goals. For 2025, Performance-Based Equity Awards for the named executive officers were subject to a cap of 200% of the Performance-Based Equity Award target potential, which is the amount shown under the "Maximum" column. | | | | | | | | | | | c | Amounts represent grant date fair value of RSUs received under Service-Based Equity Awards approved by the Compensation Committee on February 18, 2025. Mr. Wilson's Service-Based Equity Award was based on his base salary at January 1, 2025 of GBP 550,000 prior to him becoming an executive officer. | | | | | | | | | | | d | Amounts represent grant date fair value of RSUs received under Performance-Based Equity Awards approved by the Compensation Committee on February 24, 2026. | | | | | | | | | | | e | Mr. Wilson is paid in GBP. Amount is based on the conversion rate on February 18, 2025 of 1 GBP to 1.2625 USD. | | | | | | | | | | | f | Amount represents grant date fair value of RSUs received under Mr. Wilson's 2025 AIOI Performance-Based Equity Award approved by the Compensation Committee on February 18, 2025, which was granted at target and is subject to adjustment at the end of the performance period. Mr. Wilson's 2025 AIOI Performance-Based Equity Award was based on his base salary at January 1, 2025 of GBP 550,000 prior to him becoming an executive officer. See "Compensation for Simon Wilson" above for discussion of Mr. Wilson's equity incentive compensation. | | | | | | | | | | | g | Mr. Wilson is paid in GBP. Amounts are based on the conversion rate on December 31, 2025 of 1 GBP to 1.3448 USD. | | | | | | | | | |

  34. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards | | | | Name | | Number of Shares or Units of Stock That Have Not Vesteda | | Market Value of Shares or Units of Stock That Have Not Vestedb | | Thomas S. Gayner | | 8,169 | c | $17,560,491 | | Michael R. Heaton | | 2,499 | | $5,371,975 | | Simon Wilson | | 1,014 | | $2,179,745 | | Richard R. Grinnan | | 1,511 | | $3,248,121 | | Brian J. Costanzo | | 610 | | $1,311,287 | | a | See table included under "Discussion" below for the applicable vesting schedules. | | | | | b | Values are based on the closing price of shares of Common Stock on December 31, 2025 ($2,149.65 per share). | | | | | c | Does not include 1,112 RSUs that have not been settled in shares to Mr. Gayner at December 31, 2025, but which pursuant to a retention award made in May 2010 have vested. These RSUs will be settled in shares following termination of employment. Violation of non-competition agreements contained in the award agreement may result in cancellation of the award, even after vesting. | | | |

  36. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED RSUs vested for the named executive officers in the following amounts during the last fiscal year.

  37. OPTION EXERCISES AND STOCK VESTED

    | | | Stock Awards | | | | | Name | | Number of Shares Acquired on Vestinga | | Value Realized on Vestingb | | | Thomas S. Gayner | | — | c | — | c | | Michael R. Heaton | | 482 | | $993,320 | | | Simon Wilson | | 200 | | $412,166 | | | Richard R. Grinnan | | 306 | | $630,614 | | | Brian J. Costanzo | | 54 | | $111,285 | | | a | Reflects shares receivable upon vesting of RSUs before payment of applicable withholding taxes. | | | | | | b | Values are based on the closing price of shares of Common Stock on December 2, 2025 ($2,060.83 per share). | | | | | | c | RSUs vested for Mr. Gayner in December 2025. Mr. Gayner deferred receipt of the shares issuable in December 2025 in respect of the vested RSUs. Had receipt not been deferred, Mr. Gayner would have received 1,558 shares having fair market value of $3,210,773, subject to payment of applicable withholding taxes. | | | | |

  38. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  39. NONQUALIFIED DEFERRED COMPENSATION

    | Name | | Executive Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions in Last Fiscal Year | Aggregate Balance at December 31, 2025 | | Thomas S. Gaynera | | $3,210,773 | $9,820,015 | ($75,453)b | $52,439,394c, d | | a | Mr. Gayner has deferred receipt of shares issuable in respect to RSUs that vested in 2025 and prior years. The aggregate number of deferred shares at December 31, 2025 was 23,282 net of withholding taxes, which are valued based on the closing price of a share of Common Stock on December 31, 2025 ($2,149.65 per share). The deferred shares will be distributed based on Mr. Gayner's elections. | | | | | | b | Mr. Gayner deferred receipt of shares issuable in respect to RSUs that vested in December 2025, and the amount shown for Mr. Gayner in this column represents 37 shares withheld for withholding taxes. Value is based on the closing price of a share of Common Stock on the vesting date ($2,060.83 per share on December 2, 2025). | | | | | | c | Includes 1,112 RSUs for Mr. Gayner that have not been settled in shares at December 31, 2025, but which pursuant to a retention award made in May 2010 have vested. The 1,112 RSUs will be settled in shares following termination of employment. | | | | | | d | The disclosed Aggregate Balance at December 31, 2024 of $37,566,217 in the 2025 Proxy Statement inadvertently did not include the value of Mr. Gayner's 1,112 RSUs, valued at $1,917,842 based on the closing price of a share of Common Stock on December 31, 2024 ($1,726.23 per share). This Aggregate Balance at December 31, 2025 is based on a beginning updated Aggregate Balance at December 31, 2024 of $39,484,059. | | | | |

  40. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Company has entered into employment agreements with the named executive officers. Other than for Mr. Wilson, the employment agreements have initial terms to December 31, 2026, and are automatically renewed for additional one-year terms unless either party gives 90 days' notice of non-renewal. If the Company chooses not to renew, the Company will be deemed to have terminated the executive's employment without cause. Mr. Wilson's employment agreement is terminable by him or by the Company on twelve months' notice. Under the employment agreements, each named executive officer will: •receive annual base salary, subject to annual review; •be eligible for an annual cash incentive bonus, subject to performance conditions approved by the Compensation Committee, having a target potential equal to a specified percentage of base salary; •be eligible for an annual equity incentive award, subject to the approval of the Compensation Committee, having a target potential equal to a specified percentage of base salary and subject to performance conditions approved by the Compensation Committee; and •be entitled to participate in the employee benefit plans and programs, including annual paid time off, generally available to other similarly situated senior executives of the Company. The employment agreements require each executive to preserve the confidentiality of the Company's confidential information, and, during the term of the agreement and for twelve months following the termination of employment, subject them to non-competition and non-solicitation restrictions. The employment agreements also provide that: •upon death or disability, the Company will continue to pay base salary for twelve months, and all outstanding granted equity awards will become fully vested, with any granted performance equity awards whose performance period has not yet been fully completed vesting at the target level; •if employment is terminated by the Company for cause, then the Company's obligations under the agreement will terminate; •if the executive resigns or voluntarily leaves, except under the circumstances described below, the Company's obligations under the agreement will terminate, subject to the terms of any applicable RSU or other equity award agreement; and •if employment is terminated by the Company without cause, the executive voluntarily resigns by virtue of a material breach by the Company or the executive voluntarily resigns for a good reason that occurs within twelve months following a change in control, then, provided the executive complies with the confidentiality, non-competition and non-solicitation covenants in, and other applicable terms and conditions under, the agreement, (i) the Company will continue to pay his or her base salary commencing within 60 days after termination (or beginning six months after termination if certain provisions of Section 409A of the Internal Revenue Code of 1986, as amended, apply) and provide continued coverage under the Company's group health plan for twenty-four months for Messrs. Gayner and Heaton, and for twelve months for Messrs. Wilson, Grinnan, and Costanzo, (ii) the executive will be entitled to a lump sum payment equal to the amount of his or her target annual cash incentive bonus, payable within 30 days following the first and second anniversaries of the termination date for Messrs. Gayner, Heaton, and Wilson, and following the first anniversary of the termination date for Messrs. Grinnan and Costanzo, and (iii) all outstanding granted equity awards held by the executive will become fully vested as of the termination date, with any granted performance equity awards whose performance period has not yet been fully completed vesting at the target level. For these purposes: •"Cause" includes neglect of duties; willful misconduct; conduct that may result in material injury to the reputation of the Company; active disloyalty; inability to maintain or obtain required regulatory approvals; or breach of obligations relating to confidential information, trade secrets or restrictions on competing with the Company. •"Good reason" means a material decrease in base salary; a material reduction in duties or responsibilities; a material breach of the agreement by the Company; or a change by more than 50 miles in the location from which the executive is expected to perform his or her duties. •"Change in control" means generally the liquidation or dissolution of the Company; the acquisition of 20% or more of the Company's outstanding shares; a business combination involving the Company; or a change in a majority of the incumbent Board of the Company, in each case unless the owners of 50% or more of the Company's outstanding voting securities before the transaction remain the owners of 50% or more of the outstanding voting securities of the Company or other resulting entity following a transaction. On February 21, 2026, Mr. Heaton and the Company mutually agreed on a departure date of March 23, 2026. Mr. Heaton ceased to serve as Executive Vice President and Chief Operating Officer, effective February 21, 2026, and his separation from the Company gave rise to the entitlements for a termination without cause under his employment agreement. Cash Payments and Benefits The estimated cash payments and benefits that would be provided upon termination under the various scenarios set forth above are quantified in the following table, assuming termination of employment took place on December 31, 2025. Upon a breach of applicable covenants in each employment agreement, including regarding competition or confidential information, the Company would not be obligated to continue making payments.

  41. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | | Death or Disability | Termination for Cause or Voluntary Resignation | Termination without Cause | Termination for Good Reason After Change in Controla | | Thomas S. Gayner | | | | | | | Payments | | $1,100,000 | — | $6,600,000 | $6,600,000 | | Benefits | | | | $35,524 | $35,524 | | Michael R. Heaton | | | | | | | Payments | | $815,000 | — | $4,075,000 | $4,075,000 | | Benefits | | | | $51,113 | $51,113 | | Simon Wilsonb | | | | | | | Payments | | $874,120 | — | $3,933,540 | $3,933,540 | | Benefits | | | | $4,217 | $4,217 | | Richard R. Grinnan | | | | | | | Payments | | $620,000 | — | $1,240,000 | $1,240,000 | | Benefits | | | | $26,398 | $26,398 | | Brian J. Costanzo | | | | | | | Payments | | $500,000 | — | $1,000,000 | $1,000,000 | | Benefits | | | | $25,921 | $25,921 | | a | If Messrs. Gayner, Heaton, Wilson, Grinnan, or Costanzo were terminated by the Company without cause following a change in control, they would receive cash payments and benefits as described in this column. | | | | | | b | Mr. Wilson is paid in GBP. USD is based on the conversion rate at December 31, 2025 of 1 GBP to 1.3448 USD. | | | | |

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Equity Awards In addition to the cash payments and benefits described under "Cash Payments and Benefits" above, under each executive's employment agreement, upon death or disability or if employment is terminated by the Company without cause, the executive voluntarily resigns by virtue of a material breach by the Company or the executive voluntarily resigns for a good reason that occurs within twelve months following a change in control: •All outstanding, unvested equity awards held by the named executive officer would become fully vested. As of December 31, 2025, Messrs. Gayner, Heaton, Wilson, Grinnan and Costanzo had received RSUs that had not yet vested. See "Outstanding Equity Awards at Fiscal Year-End" above for a summary of outstanding RSUs, and the market value of those RSUs, at December 31, 2025; and •All granted performance-based equity awards for such executive for which the performance period had not yet been fully completed would be deemed fully vested at 100% target potential. At December 31, 2025, that would have resulted in the issuance of additional shares of Common Stock worth the amounts set forth in the grid below.

  43. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Value of Common Stock | | Thomas S. Gayner | $4,537,500 | | Michael R. Heaton | $1,375,313 | | Simon Wilson | $1,475,078 | | Richard R. Grinnan | $813,750 | | Brian J. Costanzo | $656,250 |

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required and set forth by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation paid to our named executive officers and the financial performance of the Company.

  45. Pay Versus Performance Table

    Pay Versus Performance Table

  46. Pay Versus Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officersg, h | Value of Initial Fixed $100 Investment based on: | | | | Company-Selected Measurel | | | | Summary Compensation Table Total for: | | Compensation Actually Paid to:f | | | | Total Shareholder Return | Peer Group Total Shareholder Returni | | | 5-Year Average Operating Income | 5-Year CAGR in Total Shareholder Returnk | | Year | PEO or Co-PEO 1 | Co-PEO 2 | PEO or Co-PEO 1h | Co-PEO 2 | | | | | Net Income (Loss) | | | | | 2025a | $14,124,065 | N/A | $18,293,833 | N/A | $4,192,316 | $4,943,655 | $208.04 | $233.21 | $2,152,405,000 | | $2,596,882,000 | 16% | | 2024b | $9,737,887 | N/A | $11,917,117 | N/A | $3,059,435 | $3,490,644 | $167.06 | $212.57 | $2,847,406,000 | | $2,212,688,600 | 9% | | 2023c | $8,068,291 | N/A | $8,559,693 | N/A | $2,469,487 | $2,542,584 | $137.41 | $159.43 | $2,101,090,000 | | $1,965,645,400 | 6% | | 2022d | $3,991,434 | $3,981,772 | $4,408,196 | $4,398,534 | $1,668,541 | $1,763,178 | $127.50 | $140.39 | ($101,203,000) | j | $1,387,831,600 | 3% | | 2021e | $4,639,603 | $4,630,441 | $5,625,544 | $5,616,382 | $2,027,504 | $2,324,107 | $119.42 | $122.08 | $2,447,735,000 | j | $1,449,820,000 | 6% |

  47. Pay Versus Performance Table

    a The named executive officers for the 2025 fiscal year included Thomas S. Gayner, as PEO, and Michael R. Heaton, Simon Wilson, Richard R. Grinnan, and Brian J. Costanzo as the non-PEO named executive officers. b The named executive officers for the 2024 fiscal year included Thomas S. Gayner, as PEO, and Michael R. Heaton, Jeremy A. Noble, Richard R. Grinnan, and Brian J. Costanzo as the non-PEO named executive officers. c The named executive officers for the 2023 fiscal year included Thomas S. Gayner, as PEO, and Michael R. Heaton, Jeremy A. Noble, Richard R. Grinnan, Brian J. Costanzo, and Teresa S. Gendron as the non-PEO named executive officers. d The named executive officers for the 2022 fiscal year included Thomas S. Gayner, as Co-PEO 1, and Richard R. Whitt, III, as Co-PEO 2, and Michael R. Heaton, Jeremy A. Noble, Robert C. Cox, and Richard R. Grinnan as the non-PEO named executive officers. e The named executive officers for the 2021 fiscal year included Thomas S. Gayner, as Co-PEO 1, and Richard R. Whitt, III, as Co-PEO 2, and Michael R. Heaton, Jeremy A. Noble, Robert C. Cox, and Bradley J. Kiscaden as the non-PEO named executive officers. f The amounts set out in these columns (i) represent the amounts of "compensation actually paid" to the PEO, or each Co-PEO, as computed in accordance with Item 402(v) of Regulation S-K, and (ii) do not reflect the actual amounts of compensation earned by or paid to the PEO, or each Co-PEO, during the applicable fiscal year. g The amounts set out in this column (i) represent the average amounts of "compensation actually paid" to the non-PEO named executed officers, as computed in accordance with Item 402(v) of Regulation S-K, and (ii) do not reflect the actual average amounts of compensation earned by or paid to the non-PEO named executive officers during the applicable fiscal year. h The amounts set out in the table below have been deducted from or added to the Total Compensation amounts reported in the Summary Compensation Table for 2025 for the PEO and non-PEO named executive officers to determine Compensation Actually Paid for 2025:

  48. Pay Versus Performance Table

    | | | Starting Amount: | | | | | | | | | | Deducted: | Added: | Added: | Added: | Adjusted Amount: | | Year | Named Executive Officers | Summary Compensation Table Total | The grant date fair value of all stock awards granted in the applicable year, as reported in the Summary Compensation Table | The fair value as of the end of the covered fiscal year of all stock awards granted during the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | The change (positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | The change (positive or negative) as of the vesting date (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year for which all vesting conditions were satisfied at the end of or during the covered fiscal year | Compensation Actually Paid | | 2025 | PEO | $14,124,065 | $9,226,081 | $9,757,476 | $3,117,066 | $521,307 | $18,293,833 | | | Non-PEO NEOs* | $4,192,316 | $1,816,074 | $1,967,625 | $512,625 | $87,163 | $4,943,655 | | | * As an average. | | | | | | |

  49. Pay Versus Performance Table

    i Dow Jones U.S. Property & Casualty Insurance Companies Index. j Amounts are as disclosed in the Pay Versus Performance Table in the Company's 2023 Proxy Statement. Due to a restatement as a result of the required adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts effective January 1, 2023, net income for 2022 and 2021 has been restated to $(103,357,000) and $2,445,867,000, respectively. k The term CAGR means compound annual growth rate. l These Company-selected financial performance measures represent the most important financial performance measures used by the Company and were weighted equally to link compensation actually paid to the Company's named executed officers (excluding Mr. Wilson), for the most recently completed fiscal year, to the Company's performance. See "Compensation for Simon Wilson" for a discussion of performance measures for Mr. Wilson.

  50. Relationship between Performance Measures and Compensation Actually Paid

    Relationship between Performance Measures and Compensation Actually Paid The following graphs represent the relationship between "compensation actually paid," as reflected in the Pay Versus Performance Table, to the Company's PEO, or each Co-PEO, as applicable, and other named executive officers (expressed as an average) and the performance measures included in the Pay Versus Performance Table (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income, 5-Year Average Operating Income and 5-Year CAGR in Total Shareholder Return).

  51. Most Important Financial Performance Measures Table

    | Most Important Financial Performance Measures Used by the Company to Link Compensation Actually Paid to Company's Performance | | 5-year average of the Company's operating income | | 5-year CAGR in the Company's total shareholder return |

  52. PAY RATIO

    PAY RATIO As required and set forth by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K (the Pay Ratio Rule), we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of our PEO during 2025. For 2025, our last completed fiscal year: •the annual total compensation of our median employee, an employee within one of our Industrial businesses, was $72,765; and •the annual total compensation of our PEO was $14,150,662. Based on this information, for 2025, the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee was 194.5 to 1. To determine the annual total compensation of our median employee and our PEO, we used the following methodology and material assumptions, adjustments, and estimates: •We determined that, as of October 1, 2025, our employee population, excluding our PEO, consisted of approximately 22,163 individuals working at our consolidated subsidiaries as of such date, of which approximately 18,980 were U.S. employees and approximately 3,183 were non-U.S. employees. This population consisted of full-time, part-time, temporary, and seasonal employees employed on that date. Of the total employee population, 5,315 or 24% of individuals were employed by our insurance businesses, while 16,798 or 76% of individuals were employed by other subsidiaries in our non-insurance businesses. Markel Group holding company employees accounted for 50 employees, or less than 1% of the total employee population. As permitted under the Pay Ratio Rule, the employee population for determining our median employee in 2025 did not include approximately 58 employees of Educational Partners International, LLC, which we acquired in a transaction that was completed in January 2025. •We selected October 1, 2025, which was the earliest date in 2025 permitted under the Pay Ratio Rule, as the determination date for identifying the median employee to allow sufficient time to identify the median employee given the global scope of our operations. This approach is consistent with the approach we have taken in prior years. •Our employee population for determining the median employee, after taking into consideration certain adjustments allowed by the Pay Ratio Rule, consisted of approximately 21,350 individuals in the United States, United Kingdom, Dominican Republic and Canada. As permitted under the Pay Ratio Rule, we excluded 813 non-U.S. employees from the determination of the median employee to reduce the number of jurisdictions and separate payrolls, and thus the significant time and effort, involved in identifying the median employee. The number and jurisdictions of the excluded non-U.S. employees were as follows: 244 in the Netherlands, 105 in China, 102 in Germany, 95 in Bermuda, 69 in Spain, 52 in Singapore, 30 in the United Arab Emirates, 27 in India, 23 in France, 18 in Australia, 15 in Ireland, 13 in Mexico, 9 in Hong Kong, 4 in Switzerland, 3 in Malaysia, 2 in Lebanon, 1 in Italy, and 1 in the Philippines. •To identify the median employee from our employee population as of October 1, 2025, we consistently compared the amount of compensation for all our employees (excluding our PEO) included in the calculation as reflected in our payroll records for the period from January 1 to the payroll end date closest to September 30, 2025 using the equivalent of Medicare taxable wages as reported in IRS Form W-2. For our employees who were paid in a currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rates at October 1, 2025. •For purposes of determining annual total compensation for 2025 for our median employee and our PEO, we used the same method used to determine the respective amounts reported for our PEO in the "Total" column of our 2025 Summary Compensation Table included in this Proxy Statement, plus compensation under non-discriminatory benefit plans. For our PEO, this included $26,597 in compensation under non-discriminatory benefit plans not reflected in the Summary Compensation Table. The median employee's annual total compensation is not indicative of any other individual or group of employees of Markel Group. The unique structure of our business and the varying industries and geographies of our subsidiaries result in differing pay scales across our companies.

  53. Director Nominees for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Shareholders (Proxy Access)

    Director Nominees for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Shareholders (Proxy Access) The Company's Bylaws permit any shareholder, or group of up to 20 shareholders, who has owned at least 3% of the outstanding shares of the Company's Common Stock continuously for at least three years, to nominate and include director nominees (up to the greater of 2 or 20% of the number of directors in office as of the last day on which notice of such nomination(s) may be given) in the Company's proxy materials for the 2027 Annual Meeting. Any eligible shareholder, or group of shareholders, wishing to nominate and include director nominees in the Company's proxy materials for the 2027 Annual Meeting must give notice in writing of the proposed nomination(s), along with certain nomination materials, to the Secretary of the Company, by registered or certified United States mail, at the principal executive offices of the Company in Glen Allen, Virginia, not earlier than November 3, 2026, and not later than December 3, 2026. The notice, nominee(s) and accompanying nomination materials must satisfy the requirements set forth in the Company's Bylaws, which are publicly available on the Company's website, ir.mklgroup.com/investor-relations/governance.

  54. Other Business Proposals or Director Nominees for Consideration at the 2027 Annual Meeting of Shareholders

    Other Business Proposals or Director Nominees for Consideration at the 2027 Annual Meeting of Shareholders Under the Company's Bylaws, any shareholder wishing to make a proposal or nominate a director at the 2027 Annual Meeting (other than a proposal or nomination of a director to be included in the Company's proxy materials pursuant to Rule 14a-8 of the Exchange Act or the Company's proxy access bylaw, respectively) must give notice in writing of the proposal or nomination to the Secretary of the Company, by registered or certified United States mail, at the principal executive offices of the Company in Glen Allen, Virginia, not earlier than January 20, 2027, and not later than February 19, 2027, unless the date of the 2027 Annual Meeting is more than 30 days before or more than 60 days after May 20, 2027, in which case the notice must be given not earlier than the 120th day prior to the date of the 2027 Annual Meeting and not later than the 90th day prior to the date of the 2027 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2027 Annual Meeting, whichever is later. The notice must satisfy the requirements set forth in the Company's Bylaws, which are publicly available on the Company's website, ir.mklgroup.com/investor-relations/governance. In addition to satisfying the foregoing requirements under the Company's Bylaws, to comply with the SEC's universal proxy rules, shareholders who intend to solicit proxies in support of any director nominee other than the Company's nominees for consideration at the 2027 Annual Meeting must provide to the Company a notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than March 21, 2027, unless the date of the 2027 Annual Meeting is more than 30 days before or after May 20, 2027, in which case the notice must be given no later 60 days prior to the date of the 2027 Annual Meeting or the 10th day following the date on which the Company first publicly announces the date of the 2027 Annual Meeting, whichever is later. Any matter or nomination proposed to be brought before the 2027 Annual Meeting other than in compliance with these procedures and the Company's Bylaws may be ruled out of order by the chair of the meeting.

  55. Other Business Proposals or Director Nominees for Consideration at the 2027 Annual Meeting of Shareholders

    | | By Order of the Board of Directors | | | Richard R. Grinnan, Secretary | | April 2, 2026 | |