Tax withholding move: THG EVP forfeits 1,215 shares (NYSE: THG)

Rhea-AI Filing Summary

Hanover Insurance Group executive vice president Lee Willard T reported a tax-related share disposition. On February 27, 2026, 1,215 shares of common stock were forfeited at $180.63 per share to cover withholding taxes upon vesting of previously granted restricted stock units. After this tax-withholding disposition, he directly owns 6,968.851 common shares.

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

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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).

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 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)
02/27/2026

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	02/27/2026		F(1)		1,215	D	$180.63	6,968.851	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. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer and vested on February 27, 2026. In connection with vesting, any fractional shares were rounded up to the next whole share in accordance with the terms of the award agreement.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did THG executive Lee Willard T report?

Executive vice president Lee Willard T reported a tax-withholding disposition of 1,215 shares of Hanover Insurance common stock. The shares were forfeited to pay withholding taxes when previously granted restricted stock units vested on February 27, 2026, as described in the Form 4 footnote.

Was the THG insider Form 4 a typical sale or a tax-withholding event?

The Form 4 reflects a tax-withholding event, not an open-market sale. Shares were forfeited to pay withholding taxes triggered by vesting of restricted stock units, coded as transaction type “F” for payment of exercise price or tax liability by delivering securities.

How many THG shares were disposed of and at what price?

A total of 1,215 shares of Hanover Insurance common stock were disposed of at a price of $180.63 per share. These shares were surrendered specifically to satisfy withholding tax obligations associated with the vesting of restricted stock units on February 27, 2026.

How many THG shares does Lee Willard T own after this transaction?

Following the tax-withholding disposition, Lee Willard T directly owns 6,968.851 shares of Hanover Insurance common stock. This figure reflects his holdings after 1,215 shares were forfeited to cover withholding taxes related to the vesting of restricted stock units on February 27, 2026.

What does transaction code F mean in the THG Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,215 shares were forfeited to cover withholding taxes upon vesting of previously granted restricted stock units, rather than being sold in an open-market transaction.

What triggered the share forfeiture reported by THG’s executive vice president?

The share forfeiture was triggered by the vesting of restricted stock units previously granted by Hanover Insurance. When those units vested on February 27, 2026, 1,215 shares of common stock were surrendered to pay required withholding taxes under the award agreement’s terms.