Hanover Insurance (THG) EVP receives option and stock awards in Form 4

Rhea-AI Filing Summary

HANOVER INSURANCE GROUP, INC. Executive Vice President David John Lovely reported equity awards rather than open‑market trades. On February 24, 2026, he acquired a stock option for 3,781 shares at a grant price of $0.00 per share and several stock grants also at no cost.

The filing shows three separate common stock awards of 1,082, 698, and 793 shares, all recorded as grants or awards. Footnotes explain these awards relate to performance‑based and time‑based restricted stock units under the company’s 2022 Long‑Term Incentive Plan, with vesting tied to February 27, 2026 or later anniversaries.

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).

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^*

LOVELY DAVID JOHN

(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)
02/24/2026

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	02/24/2026		A(1)		1,082	A	$0	3,371.372	D
Common Stock	02/24/2026		A(2)		698	A	$0	4,069.372	D
Common Stock	02/24/2026		A(3)		793	A	$0	4,862.372	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
Common Stock Option (right to buy)	$173.56	02/24/2026		A		3,781		(4)	02/24/2036	Common Stock	3,781	$0	3,781	D

Explanation of Responses:

1. On February 27, 2023, the Reporting Person was granted performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP"). These PBRSUs were subject to a performance-based vesting condition related to three-year average adjusted return on equity and a time-based vesting condition, and also provided for the accumulation of dividend equivalent rights. On February 24, 2026, the performance condition for this award was certified at 150% of the target award (as adjusted for accumulated dividend equivalent rights). This award remains subject to the time-based vesting condition and will vest on February 27, 2026.

2. On February 27, 2023, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2022 LTIP. These PBRSUs were subject to a performance-based vesting condition related to three-year relative total shareholder return and a time-based vesting condition, and also provided for the accumulation of dividend equivalent rights. On February 24, 2026, the performance condition for this award was certified at 100% of the target award (as adjusted for accumulated dividend equivalent rights). This award remains subject to the time-based vesting condition and will vest on February 27, 2026.

3. Grant of restricted stock units under the Issuer's 2022 LTIP. Such units vest on the third anniversary of the date of grant.

4. Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did THG report for David John Lovely on this Form 4?

The Form 4 reports that Executive Vice President David John Lovely received several equity awards. He was granted a stock option for 3,781 shares and three separate common stock awards of 1,082, 698, and 793 shares, all at a grant price of $0.00 per share.

Were the THG insider transactions open-market buys or equity grants?

The transactions were equity grants and awards, not open-market purchases. All entries use code “A” for grant, award or other acquisition, with a reported price of $0.00 per share, indicating compensation-related awards under Hanover Insurance Group’s long-term incentive arrangements.

What performance conditions affect David John Lovely’s THG PBRSU awards?

The PBRSUs are tied to three-year average adjusted return on equity and three-year relative total shareholder return. On February 24, 2026, those awards were certified at 150% and 100% of target, respectively, after including dividend equivalents, and still must satisfy remaining time-based vesting conditions.

When do the reported THG equity awards for David John Lovely vest?

The filing notes that certain performance-based restricted stock units will vest on February 27, 2026, subject to time-based conditions. Another grant of restricted stock units under the 2022 Long-Term Incentive Plan vests on the third anniversary of the grant date, creating a multi-year vesting schedule.

How do the THG stock options granted to David John Lovely vest over time?

The stock options vest in three equal annual installments. The footnotes explain they vest as to one-third of the shares on each of the first three anniversaries of the grant date, creating a staggered vesting pattern intended to support longer-term executive retention and alignment.

Does this THG Form 4 indicate any insider share sales by David John Lovely?

The Form 4 shows no insider sales for David John Lovely. All reported transactions are coded as “A” for grants or awards, with zero-dollar prices, reflecting equity compensation awards rather than dispositions of shares into the market or other selling activity.