Hanover (THG) Exec Receives RSU Dividend Equivalents; Direct Holdings Increase

Rhea-AI Filing Summary

The reporting person, David John Lovely, Executive Vice President of The Hanover Insurance Group, Inc. (THG), received 11.375 shares of common stock on 09/26/2025 at no cost as a grant of restricted stock units (RSUs). These RSUs were issued under the company's 2022 Long-Term Incentive Plan as accruals for dividend equivalent rights tied to previously granted RSUs. After the grant, the reporting person beneficially owns 2,277.625 shares (reported as direct ownership). The granted RSUs vest on the third anniversary of the original underlying RSU grant date.

Positive

• Acquisition of 11.375 RSUs recorded on 09/26/2025 at no cost
• Total beneficial ownership increased to 2,277.625 shares, reported as direct ownership
• RSUs vest on the third anniversary of the original underlying RSU grants, reinforcing retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: A small, customary RSU dividend-equivalent grant increased direct holdings marginally; no cash consideration was paid.

The Form 4 documents an 11.375-share grant of RSUs reflecting dividend equivalents, recorded as an acquisition at $0 on 09/26/2025. These awards are subject to time-based vesting tied to the original RSUs (vesting on the third anniversary of the underlying grants). The transaction is routine compensation-related insider activity and does not, by itself, indicate a material change in ownership or control.

Corporate Governance Expert

TL;DR: Grant aligns with standard equity compensation practices and the company's LTIP; vesting schedule preserves retention incentives.

The RSU grant arises from dividend equivalent accruals under the 2022 Long-Term Incentive Plan. Reporting of 2,277.625 shares owned after the transaction provides transparency on executive holdings. The award's zero purchase price and deferred vesting are consistent with standard governance for incentivizing long-term alignment between management and shareholders.

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

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

1. Name and Address of Reporting Person^*

LOVELY DAVID JOHN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		A(1)		11.375	A	$0	2,277.625	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	09/30/2025
	** 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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FAQ

What did David John Lovely report on Form 4 for THG?

He reported the acquisition of 11.375 RSUs on 09/26/2025 related to dividend equivalent accruals under the 2022 LTIP.

How many Hanover Insurance (THG) shares does the reporting person own after the transaction?

The Form 4 shows beneficial ownership of 2,277.625 shares following the reported transaction.

Did the reporting person pay for the RSUs?

No. The RSUs were recorded with a price of $0, reflecting issuance as compensation/dividend equivalents.

When do the granted RSUs vest?

The newly granted RSUs vest on the third anniversary of the date of grant of the original underlying RSUs.