Costanzo Brian J. 4

What Happened

• Brian J. Costanzo, Chief Financial Officer of Markel Group Inc. (MKL), participated in the company’s employee stock purchase plan on May 15, 2026. He acquired 30.128 shares at $1,659.60 per share for a total of $50,000 (reported as code J — other acquisition).
• Simultaneously, 13.08 shares were disposed/withheld to satisfy a tax liability (reported as code F) at $1,844.00 per share, valued at $24,120. Net result: a gain of 17.048 shares overall. This is a purchase transaction (modest bullish signal), with the tax withholding being a routine administrative step.

Key Details

• Transaction dates: May 15, 2026 (acquisition and tax withholding). Filing date: May 19, 2026 (filed within the two-business-day Form 4 window).
• Prices and values: 30.128 shares @ $1,659.60 = $50,000 (acquired); 13.08 shares @ $1,844.00 = $24,120 (withheld/disposed).
• Net change: +17.048 shares.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — shares acquired under the non‑qualified component of the MKL 2020 Employee Stock Purchase Plan; F2 — some reported holdings information is based on the MKL 401(k) plan balance as of March 31, 2026.
• Transaction codes explained: J = other acquisition (ESPP purchase); F = payment of exercise price or tax liability (shares withheld to cover taxes).

Context

• This appears to be an ESPP purchase with shares withheld to cover tax obligations — a common, routine outcome when employees enroll in purchase plans. Purchases by executives can be seen as a modest sign of confidence, but the amounts here are relatively small and do not on their own indicate a material change in insider sentiment.