Hanover (THG) Form 4 Reports RSU Dividend-Equivalent Grant to Executive

Rhea-AI Filing Summary

The filing shows that Willard T. Lee, Executive Vice President of Hanover Insurance Group (THG), was granted restricted stock units (RSUs) on 09/26/2025 under the company’s 2022 Long-Term Incentive Plan. The grant is described as dividend-equivalent RSUs tied to previously awarded RSUs; these new RSUs vest on the third anniversary of the original RSU grant date. The reported transaction lists 11.859 shares acquired at a price of $0, and the filing reports 5,479.704 shares beneficially owned following the transaction.

Positive

• Grant documented under the company’s 2022 Long-Term Incentive Plan, showing formal alignment with existing compensation framework
• Vesting tied to original grant dates, which maintains typical long-term retention incentives

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine executive equity grant via RSUs under the existing long-term incentive plan; timing and vesting are standard.

The Form 4 documents a non-cash grant of restricted stock units to an executive, recorded as dividend-equivalent RSUs that vest on the third anniversary of the original awards. This is a common way to preserve compensation alignment without immediate dilution or cash outlay. The transaction date is clearly stated as 09/26/2025 and the report was signed on 09/30/2025.

Securities Analyst

TL;DR: Transaction is informational and appears immaterial to the company’s capital structure.

The entry shows acquisition of 11.859 RSUs at $0 and an aggregate beneficial ownership figure of 5,479.704 shares after the grant. The explanation clarifies these RSUs represent accrued dividend equivalents on previously granted RSUs and will vest on the third anniversary of the underlying awards, indicating no immediate change to outstanding 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).

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)
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)		11.859	A	$0	5,479.704	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 Willard T. Lee report on Form 4 for THG?

The Form 4 reports a grant of restricted stock units (RSUs) to Willard T. Lee dated 09/26/2025 under the 2022 LTIP.

How many RSUs were acquired and at what price?

The filing shows acquisition of 11.859 RSUs at a price of $0.

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

The Form 4 reports 5,479.704 shares beneficially owned following the reported transaction.

When do the newly granted RSUs vest?

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

Under which plan were these RSUs granted?

They were granted under the issuer’s 2022 Long-Term Incentive Plan (2022 LTIP) as dividend-equivalent RSUs.