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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________________________
FORM 8-K
_______________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2025
_______________________________________________
Markel Group Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________
Virginia
001-15811
54-1959284
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 747-0136
Not Applicable
(Former name or former address, if changed since last report)
_______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value MKL New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01
Other Events.
On February 5, 2025, Markel Group Inc. (the Company) issued a press release announcing that the Company will conduct a review of its business. The Company’s Board of Directors will lead this review, assisted by external consultants and advisors, with the foremost focus being the performance of the Company’s specialty insurance business. Additionally, as part of the review, the Company will consider ways to simplify its structure, optimize its approach to capital allocation, and enhance its disclosures. During the pendency of the review, the Company expects to focus capital deployment on repurchasing shares under the $2 billion share repurchase program announced November 13, 2024.

A copy of the press release is filed as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01
Financial Statements and Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARKEL GROUP INC.
February 5, 2025
By:
/s/ Richard R. Grinnan
Name:
Richard R. Grinnan
Title:
Senior Vice President, Chief Legal Officer and Secretary

EX-99.1 2 mklboardreview02052025ex991.htm EXHIBIT 99.1 Document

markelgrouplogo23a.jpg
For more information contact:
Investor Relations
Markel Group Inc.
IR@markel.com

For immediate release

Markel Group Inc. provides update for its shareholders

RICHMOND, Va., February 5, 2025 — Markel Group Inc.’s (NYSE: MKL) focus on a zealous pursuit of excellence has been a key to its success. As a result of that focus, the Company has delivered total shareholder returns of over 20,000% since our initial public offering in 1986, reflecting a compound annual growth rate of 15% and a performance in the very top tier of public companies over that time period.

A few years ago, we entered a pivotal period of transition that would shape the future of our company. While we made progress during that time, we also faced our share of challenges. Our financial performance and stock price growth didn’t fully reflect our potential or long-term trends. In 2023, we took meaningful steps to move beyond this transitional phase and set the stage for the next chapter of our success.

Those efforts have shown positive results. Today we announced operating earnings in excess of $3.7 billion for 2024, and our stock price has increased over 30% since the beginning of 2023. Nonetheless, we believe the value and potential of our combined group of businesses is not fully reflected in our current stock price.

We still have work to do, and if we continue to make progress there is substantial upside at Markel Group.

In December 2024, JANA Partners publicly shared their perspectives on Markel Group and offered suggestions we might consider. We took this as an opportunity for broader self-reflection, in line with our commitment to the “zealous pursuit of excellence.”

We asked shareholders, including JANA, for feedback on what we’re doing well and where we can improve. We value the thoughtful input of our shareholders—it’s a big part of what makes Markel Group special.

While opinions varied, we’re committed to listening, learning, and considering all perspectives at both the board and company levels. This process strengthens us for the benefit of our customers, shareholders, and team members.

To that end, we have decided to conduct a review of our business. It will be an opportunity to reflect on the changes over the past two years and ensure our goals and direction align with our shareholders’ priorities.

The board will lead this review, assisted by external consultants and advisors. Our foremost focus will be the performance of our market-leading specialty insurance business. Insurance is at the heart of what we do, and we’re fully committed to supporting areas within insurance that are excelling while also addressing underperformance.

Additionally, as part of the review we will consider ways to simplify our structure, optimize our approach to capital allocation, and enhance our disclosures. During this period, we expect to focus capital deployment on repurchasing shares under the recently announced $2 billion stock buyback program.

"Markel Group’s strong foundation has created lasting value for our shareholders, and increasing shareholder value has been central to the Markel Style since it was written in 1986,” said Steve Markel, Chairman of the Board. Tom Gayner, CEO added, "We're focused on improving and building on our strengths to keep growing for the long term. Thank you for your trust and input.




About Markel Group
We will keep you updated as we move ahead." Markel Group Inc. (NYSE: MKL) is a diverse family of companies that includes everything from insurance to bakery equipment, building supplies, houseplants, and more. The leadership teams of these businesses operate with a high degree of independence, while at the same time living the values that we call the Markel Style. Our specialty insurance business sits at the core of our company. Through decades of sound underwriting, the insurance team has provided the capital base from which we built a system of businesses and investments that collectively increase Markel Group’s durability and adaptability. It’s a system that provides diverse income streams, access to a wide range of investment opportunities, and the ability to efficiently move capital to the best ideas across the company. Most importantly though, this system enables each of our businesses to advance our shared goal of helping our customers, associates, and shareholders win over the long term. Visit mklgroup.com to learn more.

Forward Looking Statements
Certain of the statements in this press release, and any related oral statements, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Statements that are not historical facts, including statements about our beliefs, plans or expectations with respect to the board led review, are forward-looking statements. These statements are based on our current plans, estimates and expectations with respect to the board led review. There are risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additional factors that could cause actual results to differ from those predicted are set forth in the press release for our 2024 results, as well as in our Annual Report on Form 10-K for the year ended December 31, 2023, including under "Business Overview," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Safe Harbor and Cautionary Statement," and "Quantitative and Qualitative Disclosures About Market Risk," and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, including under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Safe Harbor and Cautionary Statement," and "Quantitative and Qualitative Disclosures About Market Risk". We assume no obligation to update this press release (including any forward-looking statements) as a result of new information, developments, or otherwise. This release speaks only as of the date issued.
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