Hanover Insurance Group (THG) CEO reports tax withholding of RSU shares on Form 4

Rhea-AI Filing Summary

Hanover Insurance Group, Inc. President and CEO, who is also a director, reported an automatic share withholding related to equity compensation. On 12/01/2025, 382 shares of common stock were withheld at a price of $185.91 per share to cover FICA and related income tax obligations tied to restricted stock unit awards for an executive eligible for retirement vesting.

Following this tax withholding, the reporting person directly beneficially owns 123,714.639 shares of Hanover common stock. This figure does not include an additional 14,454 shares held by the reporting person’s spouse.

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^*

Roche John C

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F(1)		382	D	$185.91	123,714.639(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. Reflects shares withheld from restricted stock unit awards to cover FICA and related income tax obligations for executives eligible for retirement vesting under the terms of such awards.

2. Does not include 14,454 shares held by the Reporting Person's spouse.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	12/03/2025
	** 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.
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.

FAQ

What insider transaction did THG report in this Form 4?

The President and CEO of Hanover Insurance Group, Inc. (THG) reported that 382 shares of common stock were withheld on 12/01/2025 to cover tax obligations related to restricted stock unit awards.

What was the price of the THG shares withheld for taxes?

The 382 Hanover common shares were withheld at a price of $185.91 per share to satisfy FICA and related income tax obligations.

How many THG shares does the reporting person own after this transaction?

After the reported withholding, the reporting person directly beneficially owns 123,714.639 shares of Hanover Insurance Group common stock.

Are any THG shares held by the reporting person’s spouse disclosed?

Yes. The filing notes that the reported ownership does not include 14,454 additional Hanover shares held by the reporting person’s spouse.

What is the nature of the THG transaction code F on this Form 4?

Transaction code F indicates shares were withheld by the issuer to cover tax obligations associated with an equity award, in this case restricted stock units for an executive eligible for retirement vesting.

What positions does the reporting person hold at Hanover Insurance Group (THG)?

The reporting person is both a Director and an Officer, serving as President and CEO of Hanover Insurance Group, Inc.