Hanover Insurance Group (THG) CEO discloses dividend RSU grant

Rhea-AI Filing Summary

Hanover Insurance Group, Inc. reported an insider equity grant for its President and CEO, who also serves as a director. On 12/26/2025, the executive acquired 134.535 shares of common stock at a price of $0 through restricted stock units under the company’s 2022 Long-Term Incentive Plan. These units were issued as dividend equivalent rights tied to previously granted RSUs and will vest on the third anniversary of the original RSU grant date.

Following this transaction, the executive beneficially owns 123,849.174 shares directly. The filing notes that this total does not include 14,454 shares held by the executive’s spouse.

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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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	12/26/2025		A(1)		134.535	A	$0	123,849.174(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	12/29/2025
	** 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).
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FAQ

What insider transaction did Hanover Insurance Group (THG) report in this Form 4?

The report shows the President and CEO of Hanover Insurance Group, Inc. acquired 134.535 shares of common stock at $0 through restricted stock units on 12/26/2025.

How were the new RSUs for Hanover Insurance Group (THG) CEO generated?

The 134.535 RSUs were granted under the company’s 2022 Long-Term Incentive Plan as dividend equivalent rights associated with RSUs previously granted under that plan.

When do the new Hanover Insurance Group (THG) RSUs vest?

The filing states that these RSUs vest on the third anniversary of the date of grant of the original underlying RSUs to which the dividend equivalents relate.

How many Hanover Insurance Group (THG) shares does the CEO beneficially own after this transaction?

After the reported transaction, the executive beneficially owns 123,849.174 shares of Hanover Insurance Group, Inc. common stock in direct ownership.

Are the Hanover Insurance Group (THG) shares held by the CEO’s spouse included in the reported total?

No. The report notes that the 123,849.174 shares figure does not include 14,454 shares held by the reporting person’s spouse.

What roles does the reporting person hold at Hanover Insurance Group (THG)?

The reporting person is listed as both a Director and an Officer, serving as President and CEO of Hanover Insurance Group, Inc.