Company Announcements

Calls for Divestiture of Markel Ventures and $2 Billion Share Repurchase to Liberate Company from Persistent Undervaluation

Highlights Years of Underperformance for Shareholders

NEW YORK , April 30, 2026 /PRNewswire/ -- JANA Partners ("JANA") today announced it has sent a letter to the Board of Directors (the "Board") of Markel Group Inc. (NYSE: MKL) ("Markel" or the "Company") calling for a divestiture of Markel Ventures along with a $2 billion tender offer to repurchase shares ahead of such divestiture.

The full text of the letter is as follows:

April 30, 2026

Board of Directors
Markel Group Inc. (the "Company")
4521 Highwoods Parkway
Glen Allen, Virginia 23060

Dear Members of the Board,

We are writing to call upon the Board to liberate the Company's persistent undervaluation by pursuing a divestiture of Markel Ventures and a ~$2b tender offer to buy back its shares ahead of such divestiture.

Following the dramatic improvement in insurance operations that has taken place under new leadership (which is widely recognized and applauded by Wall Street) and the enhanced disclosure at Ventures, Markel's ongoing poor performance for shareholders can no longer be attributed to an underperforming insurance segment nor the market failing to understand the Company's "unique flywheel" of combining insurance and Ventures. The market understands it perfectly and has instead decided, today and nearly every day over the past decade, that the current structure produces sub-peer shareholder returns, creates no unique value and warrants a discounted multiple.

The need for change is clear: Markel ranks last in returns vs. its 16 proxy peers over the past decade and last in returns vs. the 5 insurance peers it cited at its 2025 Omaha Brunch over that same timeframe. Demonstrating that this underperformance is not mere chance by way of cherry-picking dates, under Management's own preferred 5-year time horizon Markel's returns have ranked below the majority of these peers, and often dead last, for every 5-year cohort going all the way back to 2014. Moreover, Markel's valuation (on a price to book value basis) also remains dead last relative to the insurance peers cited at the Omaha Brunch. (Meanwhile, the Board has handsomely rewarded management, including awarding the maximum payout for Markel's 5-year shareholder returns in its most recent proxy despite lagging most peers over this period).

With a clear record that the current strategy has not worked over the long-term, the time has come to change the status quo consistent with the values espoused in The Markel Way. Markel's decision to acquire a disparate collection of Ventures businesses that public equity investors, given the choice, would likely not have funded on the same terms is not a corporate synergy; instead it holds hostage the Company's improving and increasingly attractive specialty insurance franchise. As such, the Board cannot allow fealty to its Ventures entrepreneurs (to whom it promised a forever home) to stand in the way of doing what is right for Markel shareholders (to whom it owes its actual fiduciary duties).

Markel's strategy has also failed to deliver promised diversification benefits. Specialty insurers and industrial holding companies that stayed focused (or elected to spin off non-core assets) have outperformed Markel. The Company's diversification strategy has not just led to underperformance, it has also served as a poison pill that has deprived shareholders of any hope of realizing the significant strategic interest in specialty insurance that both Markel management and other public peers have acknowledged to JANA. It is time for the Board to stop asking shareholders to pay the price for promised cycle protection they do not need with returns that haven't materialized. Now is the time for the Board to divest Ventures to focus on insurance.

While we support the Board's efforts to buy back undervalued shares through the open market, it is limited by both Markel's extremely low liquidity and by doing so without taking action to address Markel's structural discount. We therefore call upon the Board to pursue a $2bn tender to retire its shares in parallel with a divestiture of Ventures. 

We understand the Board is also frustrated with Markel's stock price performance and valuation. More Ventures disclosure and improving insurance performance were excellent first steps, but they have, not surprisingly, proven insufficient. Asserting to us that Markel's stock "isn't for everyone" is not an acceptable answer (Markel is a distributed, non-controlled public equity, it is definitionally "for everyone"). Rather than continuing to pursue a strategy that is not working, it is time for the Board to prioritize shareholder returns and unlock Markel's value through a large-scale tender and subsequent divestiture of the Ventures business.

Sincerely,

Scott Ostfeld
Managing Partner & Portfolio Manager

Jimmy Ganas
Managing Director

About JANA Partners

JANA Partners was founded in 2001 by Barry Rosenstein. JANA invests in undervalued public companies and engages with management teams and boards to unlock value for shareholders.

Contacts

Media
Jonathan Gasthalter/Deanna Spaulding
JANA@gasthalter.com

Investors
IR@janapartners.com

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SOURCE JANA Partners