Hanover (THG) Executive Receives RSUs Under 2022 LTIP; Vesting in 3 Years

Rhea-AI Filing Summary

Salvatore Bryan J, Executive Vice President and officer of Hanover Insurance Group, Inc. (THG), reported a transaction dated 09/26/2025 on SEC Form 4. The filing shows a grant of restricted stock units (RSUs) under the company’s 2022 Long-Term Incentive Plan in connection with accrued dividend equivalent rights tied to previously awarded RSUs. The new RSUs vest on the third anniversary of the original award date. The reported grant lists an acquisition entry and a zero cash price. The form was signed via confirming statement by Lindsay L. Katz on 09/30/2025.

Positive

• Grant of RSUs under the 2022 Long-Term Incentive Plan disclosed
• Vesting schedule specified: RSUs vest on the third anniversary of the original grants
• Disclosure completed with confirming signature dated 09/30/2025

Negative

• No material negative events or dispositions disclosed in this filing
• Cash consideration listed as $0, indicating equity-based compensation rather than cash payment

Insights

Financial Analyst

TL;DR Routine RSU grant for an executive tied to dividend equivalents; compensation-related, not a trading sale.

The filing documents a compensation-related grant of restricted stock units under the issuer's 2022 LTIP dated 09/26/2025 that arise from accrued dividend equivalents on previously granted RSUs. Such awards generally align executive interests with shareholders and vest on the third anniversary of the original grants, indicating retention incentives rather than cash payouts. The entry shows a zero cash price, consistent with equity compensation practices. This disclosure is procedural and not a material corporate event.

Corporate Governance Expert

TL;DR Compensation disclosure consistent with governance best practices; standard disclosure of equity-based accruals and vesting schedule.

The Form 4 reports an award of RSUs tied to dividend equivalent accruals under the 2022 LTIP, with a clear vesting timeline of three years from the original grant. The filing names the reporting person and relationship to the issuer and includes a confirming signature, meeting disclosure formalities. There is no indication of opportunistic trading or extraordinary related-party transactions in the text provided. The item appears to be standard executive compensation reporting.

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).

1. Name and Address of Reporting Person^*

Salvatore Bryan J

(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)		27.293	A	$0	25,919.942	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 THG insider Salvatore Bryan J report on Form 4?

The Form 4 reports a grant of restricted stock units (RSUs) under the 2022 LTIP dated 09/26/2025 related to accrued dividend equivalent rights.

When do the RSUs reported for THG vest?

The filing states these RSUs vest on the third anniversary of the date of grant of the original underlying RSUs.

Was any cash paid for the securities in this Form 4 for THG?

The transaction entry shows a price of $0, consistent with equity compensation awards.

Who signed the Form 4 confirming this filing for THG?

The confirming statement was signed by Lindsay L. Katz on 09/30/2025.

What is the relationship of the reporting person to THG?

The reporting person, Salvatore Bryan J, is listed as an Executive Vice President and officer of Hanover Insurance Group, Inc.