THG CEO granted 152 RSUs as dividend equivalents

Roche John C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Roche John C reported acquisition or exercise transactions in this Form 4 filing.

Hanover Insurance Group President and CEO John C. Roche received 152.574 shares of common stock through restricted stock units granted under the company’s 2022 Long-Term Incentive Plan. These RSUs were issued as dividend equivalent rights tied to previously granted RSUs and will vest on the third anniversary of the original RSU grant date.

After this award, Roche directly holds 141,010.748 shares of Hanover common stock, and the filing notes an additional 14,454 shares held by his spouse. This transaction reflects routine equity-based compensation rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 152.574 shares

Grant/Award 1 txn

Insider Roche John C

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	152.574	$0.00	$0.00

Holdings After Transaction: Common Stock — 141,010.748 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 RSUs vest on the third anniversary of the date of grant of the original underlying RSUs.
2. F2. Does not include 14,454 shares held by the Reporting Person's spouse.

Key Figures

RSUs granted: 152.574 shares Direct holdings after grant: 141,010.748 shares Spouse holdings: 14,454 shares

3 metrics

RSUs granted 152.574 shares Restricted stock units from dividend equivalent rights

Direct holdings after grant 141,010.748 shares Common stock held by John C. Roche after transaction

Spouse holdings 14,454 shares Additional shares held by Roche’s spouse, excluded from direct total

Key Terms

restricted stock units ("RSUs"), dividend equivalent rights, 2022 Long-Term Incentive Plan ("2022 LTIP"), vest

4 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.

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.

2022 Long-Term Incentive Plan ("2022 LTIP") financial

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

vest financial

"Such RSUs vest on the third anniversary of the date of grant"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What insider transaction did THG’s CEO John C. Roche report?

John C. Roche reported receiving 152.574 Hanover common shares through restricted stock units. The award came from dividend equivalent rights on earlier RSU grants, functioning as additional stock-based compensation rather than an open-market trade.

What are the terms of the new RSUs granted to THG’s CEO?

The RSUs granted to THG’s CEO were issued under the 2022 Long-Term Incentive Plan. They arise from dividend equivalent rights and will vest on the third anniversary of the original underlying RSU grant date, aligning with long-term incentive timing.

How many Hanover (THG) shares does John C. Roche hold after this Form 4?

After the reported RSU award, John C. Roche directly holds 141,010.748 shares of Hanover common stock. The filing also notes 14,454 additional shares held by his spouse, which are not included in the reported direct ownership figure.

Was the THG CEO’s transaction an open-market stock purchase or sale?

The transaction was not an open-market purchase or sale. It reflects a grant of restricted stock units awarded as dividend equivalent rights under the 2022 Long-Term Incentive Plan, categorized as a grant or other acquisition of shares.

How were dividend equivalent rights used in this THG Form 4 filing?

Dividend equivalent rights associated with previously granted RSUs were converted into 152.574 new RSUs. These additional RSUs mirror the original grant’s vesting schedule, vesting on the third anniversary of the original RSU grant date under the 2022 LTIP.

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

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Accepted by SEC EDGAR 03/31/2026 - 04:08 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^*

Roche John C

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

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	03/27/2026		A(1)		152.574	A	$0	141,010.748(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	03/31/2026
	** 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)