THG sells $500M of 5.500% Notes due 2035 via registered offering

The Hanover Insurance Group, Inc. entered into an underwriting agreement to sell $500 million aggregate principal amount of its 5.500% Notes due 2035.

Rhea-AI Filing Summary

The Hanover Insurance Group, Inc. entered into an underwriting agreement to sell $500 million aggregate principal amount of its 5.500% Notes due 2035. The offering was underwritten by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters. The Notes were registered on Form S-3 and issued under the companys Base Indenture dated April 8, 2016, as supplemented by a Third Supplemental Indenture dated August 21, 2025. U.S. Bank Trust Company National Association (successor in interest to U.S. Bank National Association) is the trustee. Exhibits include the Underwriting Agreement, the Indenture and Third Supplemental Indenture, the form of security certificate, legal opinion and consent from Ropes & Gray LLP, and a company press release.

Positive

• Registered offering on Form S-3, indicating streamlined securities registration for the Notes
• $500 million principal amount of 5.500% Notes due 2035 successfully placed under an underwriting agreement
• Major underwriters (Goldman Sachs, J.P. Morgan, Morgan Stanley) served as representatives of the underwriting group
• Comprehensive documentation filed including underwriting agreement, supplemental indenture, form of security, and legal opinion

Negative

• Issuance of $500 million in long-term debt increases the companys obligations through maturity in 2035
• Filing does not disclose use of proceeds, so material effects on liquidity or capital structure are not stated

Insights

Debt Capital Markets Specialist

TL;DR: Hanover completed a $500M registered note issuance, adding long-term fixed-rate debt to its balance sheet.

The filing documents a registered offering of $500 million 5.500% senior notes due 2035, sold pursuant to an underwriting agreement led by three major bookrunners and issued under the companys existing indenture framework with a Third Supplemental Indenture dated August 21, 2025. The materials filed include customary legal opinions, the security form and trustee information, indicating a standard corporate bond issuance process. This is a clearly documented financing event, likely intended to raise long-term capital but the filing does not state use of proceeds or effects on leverage.

Corporate Governance / Legal Counsel

TL;DR: Documentation shows formal completion of a registered debt issuance with required legal and trustee records.

The 8-K attaches the underwriting agreement, indenture supplements and counsel opinions, fulfilling disclosure and legal formality expectations for a registered note issuance. Inclusion of the Ropes & Gray opinion and consent and the form of security certificate supports enforceability and compliance with the Registration Statement. The filing is procedural and comprehensive but does not disclose covenant specifics or any amendments to governance terms beyond the supplemental indenture reference.

8-K Event Classification

3 items: 2.03, 8.01, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did THG announce in this 8-K?

The company entered an underwriting agreement to sell $500 million aggregate principal amount of its 5.500% Notes due 2035.

Who were the lead underwriters for THGs note offering?

The offering was led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC as representatives of the underwriters.

Under what indenture were the Notes issued?

The Notes were issued under the Base Indenture dated April 8, 2016, as supplemented by a Third Supplemental Indenture dated August 21, 2025.

Are legal opinions and supporting documents included in the filing?

Yes. Exhibits include the Underwriting Agreement, Indenture and Third Supplemental Indenture, form of security certificate, and the opinion and consent of Ropes & Gray LLP.

Who is the trustee for the Notes?

The trustee is U.S. Bank Trust Company National Association, successor in interest to U.S. Bank National Association.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/21/2025 - 04:05 PM Learn about SEC filing dates

HANOVER INSURANCE GROUP, INC. false 0000944695 0000944695 2025-08-19 2025-08-19 0000944695 us-gaap:CommonStockMember 2025-08-19 2025-08-19 0000944695 us-gaap:SeniorDebtObligationsMember 2025-08-19 2025-08-19

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): August 19, 2025

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-13754		04-3263626
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

440 Lincoln Street Worcester, Massachusetts		06153
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 855-1000

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 Symbols		Name of each exchange on which registered
Common Stock, $.01 par value		THG		New York Stock Exchange
7 5/8% Senior Debentures due 2025		THG		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 (§ 230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth below in Item 8.01 is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On August 19, 2025, The Hanover Insurance Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, upon the terms and subject to the conditions set forth therein, $500 million aggregate principal amount of the Company’s 5.500% Notes due 2035 (the “Notes”). The Notes were registered on Form S-3 under the Securities Act of 1933 (Registration Statement File No. 333-289677) (the “Registration Statement”) and were issued pursuant to an indenture dated as of April 8, 2016 (the “Base Indenture”) between the Company and U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), as supplemented by the third supplemental indenture dated as of August 21, 2025 between the Company and the Trustee (the “Third Supplemental Indenture”).

On August 21, 2025, the Company completed the issuance and sale of the Notes. The Notes, which are senior unsecured obligations of the Company, will mature in 2035 and will bear interest at the rate of 5.500% per year, with interest payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2026. The Company may redeem the Notes in whole or in part on the terms set forth in the Third Supplemental Indenture. The Company plans to use the net proceeds from the issuance of the Notes to (i) repay its outstanding 7 5/8% Senior Debentures due 2025, (ii) repay or redeem its outstanding 4.500% Notes due 2026 and (iii) for general corporate purposes.

The foregoing summaries of the Underwriting Agreement, the Base Indenture and the Third Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to such documents. The Underwriting Agreement and the Third Supplemental Indenture are filed hereto as Exhibits 1.1 and 4.2, respectively. The Base Indenture is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-13754), filed with the SEC on April 8, 2016.

A copy of the opinion of Ropes & Gray LLP relating to the validity of the Notes is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement dated as of August 19, 2025, by and among The Hanover Insurance Group, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named in Schedule I thereto.
4.1		Indenture dated as of April 8, 2016, between The Hanover Insurance Group, Inc. and U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-13754), filed with the SEC on April 8, 2016).
4.2		Third Supplemental Indenture dated as of August 21, 2025, between The Hanover Insurance Group, Inc. and U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, as trustee, supplementing the Base Indenture dated as of April 8, 2016.
4.3		Form of Security Certificate representing the Notes (included in Exhibit 4.2).
5.1		Opinion of Ropes & Gray LLP as to the validity of the Notes.
23.1		Consent of Ropes & Gray LLP (included in Exhibit 5.1).
99.1		Press Release of The Hanover Insurance Group, Inc. dated August 19, 2025.
Exhibit 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.

THE HANOVER INSURANCE GROUP, INC.
By:		/s/ Dennis F. Kerrigan
Name:		Dennis F. Kerrigan
Title:		Executive Vice President, Chief Legal Officer and Assistant Secretary

Date: August 21, 2025

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