THG director granted 843 restricted stock units

LANE KATHY S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

LANE KATHY S reported acquisition or exercise transactions in this Form 4 filing.

HANOVER INSURANCE GROUP, INC. director Kathy S. Lane received an equity grant tied to company performance and retention. She was awarded 843 restricted stock units of common stock under the company’s 2022 Long-Term Incentive Plan at no cash cost. These units vest on the earlier of one year from the grant date or the next annual meeting, and she has elected to defer the shares upon vesting under a deferral agreement. After this award, she directly holds 2,769 common shares, and a footnote states that this does not include 4,829 additional shares held indirectly in a Rabbi Trust under separate deferral arrangements.

Insider Trade Summary

Grant/Award: 843 shares

Grant/Award 1 txn

Insider LANE KATHY S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	843	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,769 shares (Direct)

Footnotes (2)

1. F1. Grant of restricted stock units under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting. The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement.
2. F2. Does not include 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Key Figures

RSUs granted: 843 units Grant price: $0.0000 per unit Direct holdings after grant: 2,769 shares +3 more

6 metrics

RSUs granted 843 units Restricted stock units of common stock granted to director

Grant price $0.0000 per unit Compensation grant, no cash purchase price

Direct holdings after grant 2,769 shares Common stock directly held following the award

Indirect Rabbi Trust shares 4,829 shares Indirect holdings in Rabbi Trust under deferral agreements

Transaction code A Grant, award, or other acquisition of non-derivative securities

Transaction direction acquire Equity compensation award, not an open-market purchase

Key Terms

restricted stock units, 2022 Long-Term Incentive Plan, Rabbi Trust, deferral agreement

4 terms

restricted stock units financial

"Grant of restricted stock units 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.

2022 Long-Term Incentive Plan financial

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

Rabbi Trust financial

"Does not include 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements."

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

deferral agreement financial

"The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement."

FAQ

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

What did THG director Kathy S. Lane report in this Form 4 filing?

Kathy S. Lane reported receiving 843 restricted stock units of HANOVER INSURANCE GROUP common stock as a compensation grant. The award was made under the 2022 Long-Term Incentive Plan and carries no cash purchase price, reflecting equity-based director compensation.

How many THG shares does Kathy S. Lane hold after this reported grant?

After the reported grant, Kathy S. Lane directly holds 2,769 shares of HANOVER INSURANCE GROUP common stock. A footnote explains this figure excludes 4,829 additional shares held indirectly in a Rabbi Trust pursuant to separate deferral agreements, which are not counted in the direct holding total.

What are the vesting terms of the restricted stock units granted to THG director Lane?

The 843 restricted stock units vest on the earlier of the one-year anniversary of the grant date or the date of the next annual shareholder meeting. This structure ties Lane’s equity compensation to a relatively short service period aligned with the company’s annual governance cycle.

Did Kathy S. Lane pay cash for the THG restricted stock units reported?

No cash was paid for the reported restricted stock units. The Form 4 lists the transaction price per share as 0.0000, indicating the 843 units represent a compensation-related equity award under HANOVER INSURANCE GROUP’s 2022 Long-Term Incentive Plan rather than an open-market stock purchase.

How has Kathy S. Lane elected to handle the THG grant once it vests?

Kathy S. Lane has elected to defer the grant upon vesting under a deferral agreement. This means that when the 843 restricted stock units vest, receipt of the underlying shares will occur on a deferred basis instead of immediately, consistent with the company’s deferral program.

What additional indirect THG holdings are noted for director Lane?

A footnote states that Lane has 4,829 HANOVER INSURANCE GROUP shares held indirectly in a Rabbi Trust under deferral agreements. These indirect holdings are separate from, and not included in, the 2,769 directly held shares reported after the current restricted stock unit grant.

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

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Accepted by SEC EDGAR 05/13/2026 - 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
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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^*

LANE KATHY S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		A(1)		843	A	$0	2,769(2)	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 under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting. The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement.

2. Does not include 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	05/13/2026
	** 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)