Hanover (THG) CEO Receives 132.183 RSUs as Dividend Equivalents

Rhea-AI Filing Summary

John C. Roche, President and CEO and Director of The Hanover Insurance Group, Inc. (THG), reported a grant of 132.183 restricted stock units (RSUs) on 09/26/2025 under the company's 2022 Long-Term Incentive Plan. The filing shows the RSUs were issued at $0 in connection with accrued dividend equivalent rights tied to previously granted RSUs, and those units vest on the third anniversary of the original grant date. After this transaction the reporting person beneficially owns 124,686.639 shares. The report notes 14,454 shares held by the reporting person’s spouse are not included in that total.

Positive

• Grant of 132.183 RSUs under the 2022 LTIP, indicating continued executive alignment with shareholder equity compensation
• Vesting tied to original RSU grant dates (third anniversary), supporting retention incentives
• Transparent disclosure of beneficial ownership totaling 124,686.639 shares after the transaction

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: A routine equity compensation accrual: 132.183 RSUs granted as dividend equivalents, vesting tied to original awards; no cash price was paid.

The grant reflects the company's practice of crediting dividend equivalents as additional RSUs under the 2022 LTIP. Such accruals are common for executive compensation and serve to maintain the economic equivalence of equity awards over dividend periods. The award vests on the third anniversary of the original underlying RSUs, aligning with multi-year retention incentives. The Form 4 lists 124,686.639 shares beneficially owned after the grant and explicitly excludes 14,454 spouse-held shares from that count. This disclosure is standard and provides transparency on executive holdings and vesting schedules.

Corporate Governance Expert

TL;DR: Disclosure documents a non-cash issuance of RSUs tied to dividend equivalents; filing is informational and not materially transformative.

The filing documents a non-derivative grant under the 2022 LTIP recorded as a zero-price transaction, consistent with dividend-equivalent crediting. Vesting remains linked to original award timelines, reinforcing retention incentives. The report specifies the reporting person’s titles as President and CEO and Director, clarifying insider status for investors and regulators. No amendment or corrective language appears necessary, and the section 16 filing was made by one reporting person with a confirming signature dated 09/30/2025.

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^*

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)
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)		132.183	A	$0	124,686.639(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. 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.

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

	/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 John C. Roche report on Form 4 (THG)?

The Form 4 reports a grant of 132.183 restricted stock units (RSUs) on 09/26/2025 under the 2022 LTIP, issued at a $0 price as dividend equivalents.

When do the RSUs granted to John C. Roche vest?

The granted RSUs vest on the third anniversary of the date of the original underlying RSUs, per the filing.

How many shares does John C. Roche beneficially own after this transaction?

The filing shows beneficial ownership of 124,686.639 shares following the reported transaction.

Does the Form 4 include spouse-held shares in the beneficial ownership total?

No. The filing states it does not include 14,454 shares held by the reporting person’s spouse.

What was the transaction price for the RSUs reported on Form 4?

The transaction is reported with a price of $0, reflecting issuance as dividend equivalent RSUs.