Hanover (NYSE: THG) EVP gains RSUs from dividend equivalents on prior awards

Rhea-AI Filing Summary

Hanover Insurance Group Executive Vice President Willard T. Lee reported a compensation-related equity grant rather than an open-market trade. He acquired 10.833 shares of common stock in the form of restricted stock units under the company’s 2022 Long-Term Incentive Plan.

The award arises from dividend equivalent rights tied to RSUs previously granted under the same plan, and these new RSUs will vest on the third anniversary of the original RSU grant date. Following this transaction, Lee directly holds a total of 5,993.206 common shares, indicating a routine incremental increase in his equity stake.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lee Willard T

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10.833	$0.00	--

Holdings After Transaction: Common Stock — 5,993.206 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 10.833 shares Grant price: $0.0000 per share Total holdings after: 5,993.206 shares +2 more

5 metrics

RSUs granted 10.833 shares Grant of restricted stock units via dividend equivalent rights

Grant price $0.0000 per share Reported transaction price per RSU share

Total holdings after 5,993.206 shares Direct common stock holdings following the transaction

Transaction code A Grant, award, or other acquisition of non-derivative common stock

Transaction date 2026-06-26 Date of RSU grant reported on Form 4

Key Terms

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 04:09 PM Accepted by SEC EDGAR 06/30/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What did THG executive Willard T. Lee report in this Form 4?

Executive Vice President Willard T. Lee reported receiving 10.833 shares of common stock as restricted stock units. These RSUs were granted under Hanover’s 2022 Long-Term Incentive Plan through dividend equivalent rights on previously granted RSUs, reflecting routine equity compensation.

Was the THG Form 4 transaction a stock purchase or sale?

The Form 4 does not show an open-market purchase or sale. Lee received a grant of 10.833 restricted stock units at a price of $0.0000 per share, classified as a grant or award acquisition rather than a discretionary buy or sell transaction.

How many THG shares does Willard T. Lee hold after this RSU grant?

After the reported transaction, Lee directly holds 5,993.206 shares of Hanover Insurance Group common stock. This total includes the 10.833 RSUs granted in connection with dividend equivalent rights, modestly increasing his overall equity position in the company.

What is the vesting schedule for the new THG RSUs granted to Lee?

The new restricted stock units vest on the third anniversary of the original RSU grant date. They were issued as dividend equivalent rights tied to RSUs previously granted under Hanover’s 2022 Long-Term Incentive Plan, aligning vesting with the original award’s schedule.

What plan governed the RSU grant reported in THG’s Form 4?

The RSU grant was made under Hanover’s 2022 Long-Term Incentive Plan. It reflects additional restricted stock units issued due to dividend equivalent rights on previously granted RSUs, rather than a new standalone long-term incentive award or open-market stock transaction.

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^*

Lee Willard T

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

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)		10.833	A	$0	5,993.206	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	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)