Hanover (THG) insider grants 11.468 RSUs; vesting on 3rd anniversary

Rhea-AI Filing Summary

Hanover Insurance Group insider grant recorded on Form 4. The filing shows that Denise Lowsley, Executive Vice President, received a grant on 09/26/2025 under the company's 2022 Long-Term Incentive Plan. The entry reports 11.468 units granted (transaction code A) with a reported price of $0, and a post-transaction beneficial ownership figure of 5,130.496 shares. The explanatory note states these are restricted stock units issued to reflect accrued dividend equivalents on previously granted RSUs; they vest on the third anniversary of the original grant date.

Positive

• Grant of RSUs recorded under the 2022 LTIP reflecting accrued dividend equivalents
• Clear vesting schedule: RSUs vest on the third anniversary of the original underlying RSUs
• Post-transaction beneficial ownership disclosed as 5,130.496 shares

Negative

• None.

Insights

Compensation Analyst

TL;DR: A routine RSU accrual to reflect dividend equivalents; standard compensation mechanics, not an immediate cash outflow.

The reported grant (11.468 RSUs at $0) appears to be an accrual of dividend-equivalent RSUs tied to prior awards under the 2022 LTIP, with vesting aligned to the original awards' three-year schedule. This is a common practice to preserve economic parity between stockholders and RSU recipients. The filing does not indicate accelerated vesting, exercise, or sale.

Corporate Governance Expert

TL;DR: Disclosure meets Form 4 requirements and signals routine equity compensation for an officer.

The form identifies the reporting person, relationship (Executive Vice President), and reports the grant date, amount, and vesting linkage. The zero price reflects issuance of RSUs rather than a market purchase. No changes to control, executive departures, or other governance actions are disclosed. Materiality appears limited to equity dilution at grant size indicated.

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

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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^*

Lowsley Denise

(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)		11.468	A	$0	5,130.496	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 Denise Lowsley report on Form 4?

The filing reports a grant of 11.468 restricted stock units under the 2022 LTIP on 09/26/2025, issued to reflect accrued dividend equivalents.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 lists 5,130.496 shares as the amount beneficially owned following the reported transaction.

What is the price reported for the RSU grant on the Form 4?

The transaction is reported with a price of $0, indicating issuance of RSUs rather than a market purchase.

When do the newly reported RSUs vest?

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

What relationship to the issuer does the reporting person have?

Denise Lowsley is reported as an Executive Vice President of Hanover Insurance Group (THG).