Hanover (THG) Exec Grant: 48.815 RSUs Added; Vesting Tied to Prior Awards

Rhea-AI Filing Summary

Form 4 disclosure: Executive Vice President Jeffrey M. Farber of The Hanover Insurance Group (THG) reported an acquisition on 09/26/2025 of 48.815 shares of common stock in the form of restricted stock units (RSUs) at a $0 price. After the grant, he beneficially owns 45,991.495 shares. The filing states these RSUs were issued under the company’s 2022 Long-Term Incentive Plan as dividend equivalent accruals tied to earlier RSU awards and will vest on the third anniversary of the original grants.

This is an insider compensation-related grant rather than an open-market purchase or sale; the transaction was certified on 09/30/2025.

Positive

• Grant of 48.815 RSUs increases the executive’s alignment with shareholder interests through equity-based compensation
• Clear vesting schedule tied to original RSU grants (vesting on third anniversary) provides transparency on timing of potential ownership changes

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive compensation grant; small incremental stake from dividend-equivalent RSUs, not an open-market trade.

The reported acquisition of 48.815 RSUs at $0 represents the mechanical conversion of dividend equivalents into additional restricted units tied to prior awards. This increases the reporting person’s beneficial position to 45,991.495 shares. Because vesting remains tied to the original grant schedule, the economic and governance implications are limited until vesting occurs. No cash consideration or change in control indicators are present.

Corporate Governance Expert

TL;DR: Administrative equity grant consistent with compensation plan; standard disclosure under Section 16.

The form indicates the award is made under the 2022 LTIP as dividend equivalent accruals and vests on the third anniversary of the original RSUs. This is a typical practice to preserve economic parity for holders of restricted awards. The disclosure is complete regarding transaction type, amount, and vesting linkage; no material governance concerns or deviations from standard grant practices are evident from the filing.

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).

1. Name and Address of Reporting Person^*

FARBER JEFFREY M

(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)		48.815	A	$0	45,991.495	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.
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 did THG insider Jeffrey M. Farber report on Form 4?

He reported the acquisition of 48.815 restricted stock units on 09/26/2025, increasing his beneficial ownership to 45,991.495 shares.

Were the reported RSUs purchased or granted for cash?

The RSUs were granted as dividend equivalent accruals under the 2022 Long-Term Incentive Plan and were reported at a $0 price.

When do these RSUs vest?

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

Does the Form 4 indicate any sale or open-market transaction?

No. The transaction code is an acquisition via grant (code A(1)) and not an open-market purchase or sale.

Under what plan were the RSUs issued?

They were issued under The Hanover Insurance Group’s 2022 Long-Term Incentive Plan (2022 LTIP).