Hanover (THG) Officer Reports 17.513 RSUs Granted Under 2022 LTIP

Rhea-AI Filing Summary

Hanover Insurance Group (THG) officer Dennis Francis Kerrigan reported a non‑derivative acquisition on 09/26/2025 of 17.513 shares in the form of restricted stock units (RSUs) granted under the company's 2022 Long‑Term Incentive Plan at a $0 price. The filing shows Mr. Kerrigan is an Executive Vice President and the transaction increases his total beneficial ownership to 10,065.273 shares, which includes 33.525 shares acquired the same day under a dividend reinvestment plan exempt from Rule 16a‑11.

The RSUs relate to dividend equivalent rights tied to RSUs previously granted and will vest on the third anniversary of the original grant date. The form was submitted via a confirming statement filed 09/30/2025.

Positive

• Equity alignment: RSUs reinforce management ownership and align interests with shareholders
• No cash outlay: Grant recorded at $0 indicates an equity award rather than a purchase, preserving executive liquidity

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine equity compensation grant to an executive; minimal immediate cash impact and modest change in ownership.

The Form 4 documents a standard RSU grant and the vesting of dividend equivalents rather than a market purchase. The grant price of $0 and the small share increment (17.513 shares) indicate an award tied to prior compensation arrangements rather than a new cash investment. The total reported beneficial ownership of 10,065.273 shares shows continued equity alignment between the officer and shareholders, but the transaction size appears immaterial to company capitalization.

Corporate Governance Expert

TL;DR: Disclosure reflects routine executive compensation mechanics and compliance with Section 16 reporting requirements.

The filing clearly identifies the reporting person, relationship to the issuer, and the nature of the award: RSUs issued under the 2022 LTIP as accruals of dividend equivalents with a three‑year vesting schedule. Inclusion of dividend reinvestment plan shares and the confirming statement signature meet disclosure norms. No departures, options exercises, or unusual transfers are disclosed.

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^*

Kerrigan Dennis Francis

(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)		17.513	A	$0	10,065.273(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. Includes 33.525 shares acquired on September 26, 2025 under a dividend reinvestment plan that is exempt from Rule 16a-11.

	/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 transaction did THG Executive Vice President Dennis Kerrigan report on Form 4?

He reported acquisition of 17.513 RSU shares granted under the 2022 Long‑Term Incentive Plan on 09/26/2025 at a price of $0.

How many shares does Dennis Kerrigan beneficially own after the reported transaction?

The filing shows 10,065.273 shares beneficially owned following the reported transaction, which includes 33.525 shares from a dividend reinvestment plan.

When do the newly reported RSUs vest?

The RSUs vest on the third anniversary of the original underlying RSU grant date, per the explanation in the filing.

Was this Form 4 filed jointly or by one reporting person?

The form was filed by one reporting person, indicated on the form.

Does the filing indicate any cash purchase or exercise related to the transaction?

No; the transaction price is listed as $0, indicating an awarded grant rather than a cash purchase or option exercise.