MARKEL GROUP INC.

Regulatory Filings • Jun 4, 2025

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): June 4, 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 5.03 Amendments to Articles of Incorporation or Bylaws.

Effective as of June 4, 2025, the Amended and Restated Articles of Incorporation of Markel Group Inc. (the Company) were amended and restated (the Amended and Restated Articles), with the sole amendment being the removal of the provisions for the Company’s Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares (the Series A Preferred Shares). The Company redeemed in full the Series A Preferred Shares as of June 1, 2025.

The Amended and Restated Articles are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3 . 1	Amended and Restated Articles of Incorporation (filed herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARKEL GROUP INC. — By:	/s/ Richard R. Grinnan
Name:	Richard R. Grinnan
Title:	Senior Vice President, Chief Legal Officer and Secretary