Hanover director shifts 3,623 deferred shares

The Hanover Insurance Group director Jane D. Carlin reported an internal share transfer rather than a new purchase or sale.

Rhea-AI Filing Summary

The Hanover Insurance Group director Jane D. Carlin reported an internal share transfer rather than a new purchase or sale. On January 23, 2026, a total of 3,623 shares of Hanover common stock previously held indirectly under a deferral agreement were reclassified to direct ownership at a stated price of $0. The footnote explains this was a change of ownership from indirect to direct pursuant to the terms of a deferral agreement for stock previously awarded under the company’s 2014 Long-Term Incentive Plan. Following the transaction, Carlin held 3,623 shares directly and 2,306 shares indirectly under the deferral arrangement.

Insider Trade Summary

Other: 7,246 shares

Other 2 txns

Insider Carlin Jane D

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	3,623	$0.00	$0.00
Other	Common Stock	3,623	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,306 shares (Indirect, Deferral Agreement); Common Stock — 3,623 shares (Direct)

Footnotes (1)

1. F1. Change of ownership from indirect to direct pursuant to the terms of a deferral agreement for stock previously awarded (but deferred) under the Issuer's 2014 Long-Term Incentive Plan.

FAQ

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

What did Hanover Insurance Group (THG) disclose in this Form 4?

The filing shows director Jane D. Carlin changed the form of ownership of 3,623 shares of Hanover common stock on January 23, 2026, moving them from indirect to direct ownership under a deferral agreement.

How many Hanover (THG) shares were involved in Jane D. Carlin’s transaction?

The Form 4 reports 3,623 shares of Hanover common stock transferred from indirect to direct ownership, with a reported price of $0 per share.

Was this Hanover (THG) Form 4 a purchase or sale of shares?

No cash transaction is reported. The code "J" and footnote describe a change in ownership form, moving 3,623 shares from indirect (deferral agreement) to direct ownership, rather than a market purchase or sale.

What is the deferral agreement mentioned in the Hanover (THG) Form 4?

The footnote states the change was made under a deferral agreement for stock previously awarded but deferred under Hanover’s 2014 Long-Term Incentive Plan, indicating the shares were awarded earlier and held in deferred form.

How many Hanover (THG) shares does Jane D. Carlin own after this transaction?

After the reported change, Jane D. Carlin held 3,623 shares directly and 2,306 shares indirectly through the deferral agreement, as shown in the Form 4 tables.

What does transaction code "J" mean in this Hanover (THG) Form 4?

In this filing, transaction code "J" is used with a footnote explaining it as a change of ownership from indirect to direct under a deferral agreement, not a typical open-market buy or sell.

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Accepted by SEC EDGAR 01/27/2026 - 04:14 PM Learn about SEC filing dates

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^*

Carlin Jane D

(Last) (First) (Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER MA 01653

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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

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

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

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	01/23/2026		J(1)	V	3,623	D	$0(1)	2,306	I	Deferral Agreement
Common Stock	01/23/2026		J(1)	V	3,623	A	$0(1)	3,623	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. Change of ownership from indirect to direct pursuant to the terms of a deferral agreement for stock previously awarded (but deferred) under the Issuer's 2014 Long-Term Incentive Plan.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	01/27/2026
	** 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.
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