Hanover Insurance (NYSE: THG) EVP uses shares to cover vesting taxes

Rhea-AI Filing Summary

Hanover Insurance Group Executive Vice President Dennis Francis Kerrigan reported a tax-related share disposition connected to vesting equity awards. On the vesting of previously granted restricted stock units, 1,751 shares of common stock were forfeited at $180.63 per share to cover withholding taxes, a non‑market transaction. After this withholding, Kerrigan directly holds about 11,968.723 Hanover common shares.

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^*

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)
02/27/2026

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	02/27/2026		F(1)		1,751	D	$180.63	11,968.723	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. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer and vested on February 27, 2026. In connection with vesting, any fractional shares were rounded up to the next whole share in accordance with the terms of the award agreement.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did THG executive Dennis Kerrigan report?

Dennis Kerrigan reported a tax-related disposition of Hanover Insurance Group common stock. 1,751 shares were forfeited to cover withholding taxes upon vesting of restricted stock units, rather than being sold on the open market, and the awards had been previously granted.

Was the THG Form 4 transaction an open-market sale of shares?

No, the THG Form 4 transaction was not an open-market sale. Shares were forfeited to satisfy withholding taxes when restricted stock units vested, a common administrative mechanism that settles tax liabilities without the executive initiating a discretionary stock sale.

How many THG shares were used to cover taxes for Kerrigan’s vesting?

1,751 Hanover Insurance Group common shares were forfeited to cover withholding taxes. The shares came from previously granted restricted stock units that vested, with fractional shares rounded up to the next whole share according to the applicable award agreement terms.

How many THG shares does Dennis Kerrigan own after this Form 4?

After the tax-withholding disposition, Dennis Kerrigan directly holds 11,968.723 Hanover Insurance Group common shares. This figure reflects his remaining direct ownership following the forfeiture of 1,751 shares to satisfy tax obligations tied to the vesting of restricted stock units.

What does transaction code F mean on this THG Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this THG filing, it reflects shares forfeited to cover withholding taxes on vested restricted stock units, rather than a voluntary purchase or sale in the open market.