THG director granted additional RSUs via dividends

HANOVER INSURANCE GROUP, INC. director Jane D. Carlin reported an acquisition of common stock tied to her equity compensation.

Rhea-AI Filing Summary

HANOVER INSURANCE GROUP, INC. director Jane D. Carlin reported an acquisition of common stock tied to her equity compensation. She received 3.767 restricted stock units (RSUs) on June 26, 2026 at a stated price of $0.00 per share, increasing her directly held common stock to 3,269.767 shares.

The RSUs were granted under the company’s 2022 Long-Term Incentive Plan as dividend equivalent rights on previously granted RSUs. These units vest on the earlier of the one-year anniversary of the original RSU grant date or the next annual meeting. Footnotes also note 2,306 additional shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Insider Trade Summary

Grant/Award: 3.767 shares

Grant/Award 1 txn

Insider Carlin Jane D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3.767	$0.00	$0.00

Holdings After Transaction: Common Stock — 3,269.767 shares (Direct)

Footnotes (2)

1. F1. 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 units vest on the earlier of the one-year anniversary of the date of grant of the original underlying RSUs or the date of the next annual meeting.
2. F2. Does not include 2,306 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Key Figures

RSUs granted: 3.767 units Grant price: $0.00 per share Direct holdings after grant: 3,269.767 shares +1 more

4 metrics

RSUs granted 3.767 units Dividend equivalent RSUs granted on June 26, 2026

Grant price $0.00 per share Stated price for RSU grant

Direct holdings after grant 3,269.767 shares Common stock directly held following transaction

Indirect Rabbi Trust shares 2,306 shares Held indirectly under deferral agreements

Key Terms

restricted stock units ("RSUs"), 2022 Long-Term Incentive Plan, dividend equivalent rights, Rabbi Trust, +1 more

5 terms

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2022 Long-Term Incentive Plan financial

"under the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP")"

dividend equivalent rights financial

"in connection with the accrual of dividend equivalent rights associated with RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Rabbi Trust financial

"Does not include 2,306 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 agreements financial

"held indirectly in a Rabbi Trust pursuant to deferral agreements."

FAQ

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

What insider transaction did THG director Jane D. Carlin report on this Form 4?

Director Jane D. Carlin reported acquiring 3.767 restricted stock units of Hanover Insurance Group common stock. The grant reflects dividend equivalent rights on previously awarded RSUs, issued at a stated price of $0.00 per share under the company’s 2022 Long-Term Incentive Plan.

How many Hanover Insurance Group (THG) shares does Jane D. Carlin hold after this transaction?

After this transaction, Jane D. Carlin directly holds 3,269.767 shares of Hanover Insurance Group common stock. Footnotes also disclose 2,306 shares held indirectly in a Rabbi Trust pursuant to deferral agreements, which are separate from the directly reported holdings.

What is the nature of the equity granted to Jane D. Carlin in this THG Form 4?

The equity consists of 3.767 restricted stock units granted as dividend equivalent rights on earlier RSU awards. These RSUs were issued under Hanover Insurance Group’s 2022 Long-Term Incentive Plan and are recorded at a stated per-share price of $0.00 in the filing.

When do the new RSUs reported by THG director Jane D. Carlin vest?

The newly granted RSUs vest on the earlier of two events: the one-year anniversary of the original underlying RSU grant date or the date of Hanover Insurance Group’s next annual meeting. This schedule ties vesting to both time-based and corporate event milestones.

What is the role of dividend equivalent rights in Jane D. Carlin’s THG RSU grant?

The 3.767 RSUs reflect dividend equivalent rights accrued on previously granted RSUs. Instead of receiving cash dividends, Carlin accrues additional RSU units under Hanover Insurance Group’s 2022 Long-Term Incentive Plan, effectively reinvesting dividends in stock-based awards.

How are some of Jane D. Carlin’s THG shares held indirectly?

Footnotes state that 2,306 Hanover Insurance Group shares are held indirectly in a Rabbi Trust. These holdings arise from deferral agreements, meaning a portion of her compensation has been deferred and placed into the trust rather than received as current cash.

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

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Accepted by SEC EDGAR 06/30/2026 - 04:15 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
Estimated average burden
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^*

Carlin Jane D

(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)
06/26/2026

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	06/26/2026		A(1)		3.767	A	$0	3,269.767(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 units vest on the earlier of the one-year anniversary of the date of grant of the original underlying RSUs or the date of the next annual meeting.

2. Does not include 2,306 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	06/30/2026
	** 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)