Hanover Insurance (THG) EVP awarded stock options and RSUs under 2022 plan

Rhea-AI Filing Summary

Hanover Insurance Group Executive Vice President T. Willard Lee reported equity awards under the company’s 2022 Long-Term Incentive Plan. On February 24, 2026, he acquired 3,781 stock options with an exercise right described as a common stock option. These options vest in three equal annual installments on each of the first three anniversaries of the grant date.

On the same date, he also acquired a total of 2,691 shares or units of common stock at no cost in multiple grants. Footnotes explain that earlier performance-based restricted stock units granted on February 27, 2023 had performance conditions certified at 150% and 100% of target, with all such awards remaining subject to time-based vesting and scheduled to vest on February 27, 2026, while another restricted stock unit grant vests on its third anniversary.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lee Willard T

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock Option (right to buy)	3,781	$0.00	--
Grant/Award	Common Stock	1,154	$0.00	--
Grant/Award	Common Stock	744	$0.00	--
Grant/Award	Common Stock	793	$0.00	--

Holdings After Transaction: Common Stock Option (right to buy) — 3,781 shares (Direct); Common Stock — 6,645.951 shares (Direct)

Footnotes (1)

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. 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. Grant of restricted stock units under the Issuer's 2022 LTIP. Such units vest on the third anniversary of the date of grant. Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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 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)		1,154	A	$0	6,645.951	D
Common Stock	02/24/2026		A(2)		744	A	$0	7,389.951	D
Common Stock	02/24/2026		A(3)		793	A	$0	8,182.951	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did THG Executive Vice President T. Willard Lee report?

T. Willard Lee reported acquiring stock options and common stock awards on February 24, 2026. He received 3,781 stock options and 2,691 common shares or units at no cost under Hanover Insurance Group’s 2022 Long-Term Incentive Plan, all subject to stated vesting conditions.

How many stock options did the THG executive receive in this Form 4 filing?

The executive received 3,781 common stock options, described as a right to buy stock. According to the footnotes, these options vest in one-third increments on each of the first three anniversaries of the grant date, creating a three-year vesting schedule tied to continued service.

What performance-based stock units were disclosed for THG’s Executive Vice President?

Performance-based restricted stock units granted on February 27, 2023 were referenced. One award tied to three-year average adjusted return on equity was certified at 150% of target, and another tied to three-year relative total shareholder return was certified at 100%, with both still subject to time-based vesting.

When do the reported THG performance-based awards and RSUs vest?

The performance-based restricted stock units certified on February 24, 2026 are scheduled to vest on February 27, 2026, subject to time-based conditions. A separate restricted stock unit grant vests on the third anniversary of its grant date, reflecting a standard multi-year vesting structure for long-term incentives.

Did the THG insider pay for the shares and options reported in this Form 4?

The reported grants show a price per share of $0.0000, indicating no cash paid for these awards at grant. They represent equity compensation under the 2022 Long-Term Incentive Plan, with value realized depending on future share price and vesting completion.