SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )

National General Holdings Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

636220 303

(CUSIP Number)

Michael Karfunkel

c/o National General Holdings Corp.

59 Maiden Lane, 38th Floor

New York, NY 10038

(212) 380-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 10 Pages)

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of National General Holdings Corp., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 59 Maiden Lane, 38^th Floor, New York, New York 10038.

The funds used by to make the purchases are solely those of each member of the Group. The source of these funds was the private funds of each member of the Group. No borrowed funds were used to purchase any of the securities described herein.

In connection with the Issuer’s formation in March 2010, Michael Karfunkel and the GRAT acquired 12,593,308 and 32,961,262 shares of Common Stock for approximately $44 million and $115 million, respectively (which share amounts reflect a stock split effected in connection with the completion of the Issuer’s private placement in June 2013). These initial investments in the Issuer were made using the private funds of Michael Karfunkel and Leah Karfunkel.

When the Issuer was formed in March 2010, AFSI purchased (and subsequently contributed to AII) 53,054 shares of the Issuer’s Series A Preferred Stock for approximately $53 million, which shares converted into 12,295,430 shares of the Issuer’s Common Stock (on a split-adjusted basis) in connection with the completion of the Issuer’s private placement in June 2013. AFSI made its initial investment in the Issuer using funds from its working capital and AII paid no consideration upon the conversion of the Series A Preferred Stock into shares of Common Stock.

The purpose of this filing is to report the formation of a group of stockholders in order to enable the Issuer to qualify for the controlled company exemption rules promulgated under applicable rules of the Securities and Exchange Commission and the NASDAQ Global Market. Each member of the Group reserves the right to acquire, or dispose of, additional securities of the Issuer.

Each member of the Group intends to continuously evaluate its investment in the Issuer and may acquire or dispose of shares of Common Stock, other securities of the Issuer, or loans or other interests in the Issuer. Each member of the Group may hedge all or a portion of their investment in the Issuer and enter into derivative transactions relating to the Common Stock or other securities or loans of the Issuer. Each member of the Group may work with the Issuer and the Issuer’s financial advisors or with third parties to develop plans and proposals for the Issuer. These plans or proposals may involve or relate to: (i) a merger, consolidation, joint venture or other business combination or extraordinary corporate transaction involving the Issuer or its subsidiaries; (ii) a sale of the Issuer or its subsidiaries; (iii) the disposition in one or more transactions, of the shares of Common Stock held by a member of the Group, including by a spin-off, split-off or other distribution; (iv) a sale or purchase of assets of the Issuer or its subsidiaries or other similar actions; or (v) one or more of the events set forth in Items 4(a) through (j) of Schedule 13D.

Except as described in the preceding paragraph, none of the members of the Group, nor to AII’s knowledge any of the persons listed on Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although any member of the Group and any of the persons listed on Schedule I hereto may, from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Each member of the Group is party to a registration rights agreement with the Issuer (the “2009 Registration Rights Agreement”) pursuant to which the Issuer has agreed to provide the members of the Group with certain rights to require the Issuer to register the members’ shares of Common Stock.

Pursuant to a waiver agreement entered into by members of the Group in connection with the Issuer’s private placement in June 2013, the members of the Group have waived any rights they may have had under the 2009 Registration Rights Agreement for a period of 180 days following the effectiveness of the Issuer’s Registration Statement on Form S-1 (the “First Resale S-1”) declared effective by the Securities and Exchange Commission on February 12, 2014. Pursuant to a lock-up agreement entered into by members of the Group in connection with the Issuer’s private placement in June 2013, the members of the Group (i) have agreed not to sell their shares of Common Stock until 90 days following the effectiveness of the First Resale S-1, (ii) have waived any right to have their shares of Common Stock included in the First Resale S-1, and (iii) have waived any right to cause the Issuer to register their shares of Common Stock with the Securities and Exchange Commission until 180 days following the effectiveness of the First Resale S-1.

Pursuant to a waiver agreement entered into by members of the Group in connection with the Issuer’s private placement in February 2014, the members of the Group have waived any rights they may have had under the 2009 Registration Rights Agreement for a period of 30 days following the effectiveness of the registration statement the Issuer has agreed to file in order to register the resale of shares of common stock issued in the February 2014 private placement (the “Second Resale S-1”). Pursuant to a lock-up agreement entered into by members of the Group in connection with the Issuer’s private placement in February 2014, the members of the Group (i) have agreed not to sell their shares until 30 days following the effectiveness of the Second Resale S-1, (ii) have waived any right to have their shares of Common Stock included in the Second Resale S-1, and (iii) have waived any right to cause the Issuer to register their shares of Common Stock with the Securities and Exchange Commission until 180 days following the effectiveness of the Second Resale S-1.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 24, 2014

SCHEDULE I

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of National General Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 20, 2014.

Exhibit D

February     , 2014

FBR Capital Markets & Co.

1001 Nineteenth Street North, 18th Floor

Arlington, Virginia 22209

Ladies and Gentlemen:

The undersigned understands and agrees as follows:

1. FBR Capital Markets & Co. (“FBR”) proposes to enter into a Purchase/Placement Agreement (the “Agreement”) with National General Holdings Corp. , a Delaware corporation (the “Company”), providing for (a) the initial purchase by FBR of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and the resale of such shares by FBR to certain eligible purchasers, (b) the direct sale by the Company of shares of its Common Stock to certain accredited investors, and (c) an option for FBR to purchase or place additional shares of Common Stock either for resale by FBR to certain eligible purchasers or for direct sale by the Company to certain accredited investors (all of such shares of Common Stock are collectively referred to as the “Shares” and the transactions referred to in (a), (b) and (c) above are collectively referred to as the “Offering”), in each case, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

2. In connection with the Offering and pursuant to the terms of a Registration Rights Agreement to be entered into in connection with the closing of the Offering, the Company has agreed to file with the Securities and Exchange Commission one or more registration statements providing for the resale of the Shares under the Securities Act (the “Registration Statement”).

3. In recognition of the benefit that the Offering will confer upon the undersigned and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that, without the prior written consent of FBR (which consent may be withheld or delayed in FBR’s sole discretion), he, she or it will refrain during the period commencing on the date hereof and ending on the date that is 30 days after the effective date of the Registration Statement (such period, the “Restricted Period”), from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly, any equity securities of the Company, or any securities convertible into or exercisable or exchangeable for equity securities of the Company, or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned waives any right the undersigned may have pursuant to any instrument, agreement with the Company or otherwise (x) to have the undersigned’s shares of Common Stock or other securities registered under or pursuant to the Registration Statement and (y) to cause the Company to file one or more registration statements with the Securities and Exchange Commission registering the resale of the undersigned’s shares

of Common Stock or other securities under the Securities Act; provided that the waiver pursuant to this clause (y) shall terminate on the 181st day following the effectiveness of the Registration Statement.

Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company’s charter, the undersigned may transfer any securities of the Company (including, without limitation, Common Stock) as follows: (i) the exercise of any options held by the undersigned into shares of Common Stock, including any sale, transfer or disposition of any shares of Common Stock of the Company that may be deemed to occur as consideration of the payment of the exercise price of such options in connection with a “cashless exercise” or “net share settlement”; provided that the shares of Common Stock issued upon the exercise of such options shall be subject to the transfer restrictions set forth herein, (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (iv) as a distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein; (v) any transfer required under any benefit plans of the Company; (vi) as required by participants in the Company’s stock incentive plans in order to reimburse or pay federal income tax and withholding obligations in connection with vesting of restricted stock grants or the exercise of stock options under clause (i) above; (vii) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth in herein; or (viii) with respect to sales of securities acquired after the Closing Time in the open market; provided that in the case of any such transfer contemplated by clauses (i)-(vii) a copy of the required agreement of the transferee or transferees is furnished immediately to FBR. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

For the avoidance of doubt, nothing shall prevent the undersigned from, or restrict the ability of the undersigned to, (i) purchase shares of Common Stock on the open market or (ii) exercise any options or other convertible securities granted under any benefit plan of the Company (but not the sale or transfer of the shares of Common Stock issued upon exercise of such options or conversion of such securities).

If:

(1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period;

then, in each case, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or event. The undersigned may not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of

the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or FBR that the restrictions imposed by this agreement have expired.

4. The undersigned acknowledges that FBR is relying on the agreements of the undersigned set forth herein in making its decision to enter into the Agreement and to continue its efforts in connection with the Offering.

5. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

6. This Lock-Up Agreement may be executed in one or more counterparts and delivered by facsimile, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement, or caused this Lock-Up Agreement to be executed, as of the date first written above.

Exhibit E

CONSENT AND WAIVER AGREEMENT

This Consent and Waiver Agreement (this “Agreement”) is hereby entered into as of the 4th day of June, 2013, by and among the parties to that certain Registration Rights Agreement, dated as of October 16, 2009 (as amended, the “Registration Rights Agreement”), by and among National General Holdings Corp. (the “Company”), The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “Trust”), AmTrust Financial Services, Inc. (“AFSI”), AmTrust International Insurance, Ltd., as assignee of AFSI (together with AFSI, “AmTrust”) and Michael Karfunkel (together with the Trust and AmTrust, the “Holders”).

WHEREAS, Section 6.2 of the Registration Rights Agreement provides that the Company shall not grant any registration rights more favorable than, pari passu with or inconsistent with any of those contained therein, except with the unanimous written consent of the Qualified Purchasers (as defined therein).

WHEREAS, in connection with the contemplated offering of the Company’s common stock as contemplated by the Company’s Preliminary Offering Memorandum dated May 15, 2013 (the “Offering”), the Company intends to enter into a registration rights agreement by and between the Company and FBR Capital Markets & Co. (“FBR”) for the benefit of FBR and the Participants, as defined therein (the “New Registration Rights Agreement”).

WHEREAS, in order to facilitate the Offering, and as a condition thereto, the Parties desire to consent to the granting of the rights contained in the New Registration Rights Agreement and to waive certain of their rights and obligations under the Registration Rights Agreement.

NOW THEREFORE, it is hereby agreed that:

1. pursuant to Section 6.2 of the Registration Rights Agreement, the Holders hereby consent to the Company’s execution and delivery of the New Registration Rights Agreement and the granting of the rights provided for therein;

2. pursuant to Section 8.1 of the Registration Rights Agreement, the Company and the Holders hereby waive, for a period ending on the 181st day following the effectiveness of the registration statement that the Company is required to file with the Securities and Exchange Commission pursuant to the New Registration Rights Agreement to register the resale of the shares sold in the Offering, any right and obligation they may have pursuant to the Registration Rights Agreement; and

3. this Agreement shall become effective immediately prior to the closing of the Offering, except that if the Offering does not close, this Agreement shall be void.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties below has duly executed this Agreement as of the date first above written.

Signature Page to Consent and Waiver Agreement

Exhibit F

CONSENT AND WAIVER AGREEMENT

This Consent and Waiver Agreement (this “Agreement”) is hereby entered into as of the 4th day of February, 2014, by and among the parties to that certain Registration Rights Agreement, dated as of October 16, 2009 (as amended, the “Registration Rights Agreement”), by and among National General Holdings Corp. (the “Company”), The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “Trust”), AmTrust Financial Services, Inc. (“AFSI”), AmTrust International Insurance, Ltd., as assignee of AFSI (together with AFSI, “AmTrust”) and Michael Karfunkel (together with the Trust and AmTrust, the “Holders”).

WHEREAS, Section 6.2 of the Registration Rights Agreement provides that the Company shall not grant any registration rights more favorable than, pari passu with or inconsistent with any of those contained therein, except with the unanimous written consent of the Qualified Purchasers (as defined therein).

WHEREAS, in connection with the contemplated offering of the Company’s common stock as contemplated by the Company’s Preliminary Offering Memorandum dated February 4, 2014 (the “Offering”), the Company intends to enter into a registration rights agreement by and between the Company and FBR Capital Markets & Co. (“FBR”) for the benefit of FBR and the Participants, as defined therein (the “2014 Registration Rights Agreement”).

WHEREAS, in order to facilitate the Offering, and as a condition thereto, the Parties desire to consent to the granting of the rights contained in the 2014 Registration Rights Agreement and to waive certain of their rights and obligations under the Registration Rights Agreement.

NOW THEREFORE, it is hereby agreed that:

1. pursuant to Section 6.2 of the Registration Rights Agreement, the Holders hereby consent to the Company’s execution and delivery of the 2014 Registration Rights Agreement and the granting of the rights provided for therein;

2. pursuant to Section 8.1 of the Registration Rights Agreement, the Company and the Holders hereby waive, for a period ending on the 30th day following the effectiveness of the registration statement that the Company is required to file with the Securities and Exchange Commission pursuant to the 2014 Registration Rights Agreement to register the resale of the shares sold in the Offering, any right and obligation they may have pursuant to the Registration Rights Agreement; and

3. this Agreement shall become effective immediately prior to the closing of the Offering, except that if the Offering does not close, this Agreement shall be void.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties below has duly executed this Agreement as of the date first above written.

Signature Page to Consent and Waiver Agreement