Hanover Insurance (NYSE: THG) EVP granted RSUs from dividend equivalents

Rhea-AI Filing Summary

Lee Willard T reported acquisition or exercise transactions in this Form 4 filing.

Hanover Insurance Group Executive Vice President T. Lee received 13.522 shares of common stock in the form of restricted stock units (RSUs). These RSUs were granted under the company’s 2022 Long-Term Incentive Plan as dividend equivalent rights on previously granted RSUs and will vest on the third anniversary of the original RSU grant date. Following this award, Lee directly holds 6,982.373 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lee Willard T

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13.522	$0.00	--

Holdings After Transaction: Common Stock — 6,982.373 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 13.522 shares Shares after transaction: 6,982.373 shares Vesting schedule: Third anniversary

3 metrics

RSUs granted 13.522 shares Restricted stock units as dividend equivalent rights

Shares after transaction 6,982.373 shares Direct common stock holdings following award

Vesting schedule Third anniversary RSUs vest on third anniversary of original RSU grant date

Key Terms

restricted stock units, RSUs, 2022 Long-Term Incentive Plan, dividend equivalent rights

4 terms

restricted stock units financial

"Grant of restricted stock units ("RSUs") under the Issuer's 2022 Long-Term Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"associated with RSUs previously granted under the Issuer's 2022 LTIP"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2022 Long-Term Incentive Plan financial

"under the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP")"

dividend equivalent rights financial

"in connection with the accrual of dividend equivalent rights associated with RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Willard T

(Last) (First) (Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER MASSACHUSETTS 01653

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC. [ THG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A(1)		13.522	A	$0	6,982.373	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted stock units ("RSUs") under the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP") in connection with the accrual of dividend equivalent rights associated with RSUs previously granted under the Issuer's 2022 LTIP. Such RSUs vest on the third anniversary of the date of grant of the original underlying RSUs.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did THG’s Executive Vice President report?

THG’s Executive Vice President T. Lee reported receiving 13.522 restricted stock units as an award. These RSUs were granted as dividend equivalent rights on previously issued RSUs under the 2022 Long-Term Incentive Plan and will vest on the third anniversary of the original grant.

How many THG shares does the Executive Vice President hold after this Form 4?

After this transaction, THG’s Executive Vice President directly holds 6,982.373 shares of common stock. This total includes the 13.522 restricted stock units granted in connection with dividend equivalent rights on prior RSU awards under the company’s 2022 Long-Term Incentive Plan.

What is the nature of the 13.522 THG RSUs granted to the Executive Vice President?

The 13.522 THG RSUs represent dividend equivalent rights accrued on previously granted RSUs. They were issued under the 2022 Long-Term Incentive Plan and are structured as restricted stock units that will vest on the third anniversary of the original underlying RSU grant date.

When do the newly granted THG restricted stock units vest?

The newly granted THG restricted stock units vest on the third anniversary of the original RSU grant date. They are tied to dividend equivalent rights on earlier RSU awards made under the company’s 2022 Long-Term Incentive Plan rather than being a standalone, immediate-vesting stock grant.

Was the THG Executive Vice President’s Form 4 transaction a market purchase or sale?

The Form 4 transaction for THG’s Executive Vice President was a grant or award acquisition, not a market purchase or sale. It reflects 13.522 restricted stock units issued as dividend equivalent rights on existing RSUs, with no open-market trading activity reported in this filing.