Hanover Insurance (NYSE: THG) CEO exercises options and sells 8,358 shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Hanover Insurance Group President and CEO John C. Roche exercised stock options and then sold a portion of the resulting shares under a pre-established Rule 10b5-1 Trading Plan. On May 19, 2026, he exercised options for 33,124 shares of common stock at strike prices of $104.11 and $85.87 per share. The company withheld 24,766 shares to cover the exercise price and related taxes, resulting in a net issuance of 8,358 shares. On May 20, 2026, those 8,358 shares were sold in open-market transactions at weighted average prices around $193–$195 per share pursuant to the Rule 10b5-1 plan. After these transactions, Roche directly owns 141,010.748 shares of Hanover Insurance Group common stock, and this figure does not include 14,454 shares held by his spouse.

Insider Trade Summary 10b5-1

Net Seller: 8,358 shares ($1,619,266)

Net Sell 8 txns

Insider Roche John C

Role President and CEO

Sold 8,358 shs ($1.62M)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,152	$193.21	$609K
Sale	Common Stock	5,145	$194.05	$998K
Sale	Common Stock	61	$194.77	$12K
Exercise	Common Stock Option (right to buy)	9,098	$0.00	--
Exercise	Common Stock Option (right to buy)	24,026	$0.00	--
Exercise	Common Stock	9,098	$85.87	$781K
Exercise	Common Stock	24,026	$104.11	$2.50M
Tax Withholding	Common Stock	24,766	$193.79	$4.80M

Holdings After Transaction: Common Stock — 146,216.748 shares (Direct, null); Common Stock Option (right to buy) — 0 shares (Direct, null)

Footnotes (1)

Pursuant to a pre-established Rule 10b5-1 Trading Plan, adopted on November 19, 2025, the Reporting Person's options were "net exercised". Accordingly, a total of 24,766 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 8,358 shares, which were subsequently sold in accordance with the terms of the Rule 10b5-1 Trading Plan. Does not include 14,454 shares held by the Reporting Person's spouse. The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $192.70 to $193.69. The Reporting Person undertakes to provide The Hanover Insurance Group, Inc. ("THG"), any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $193.73 to $194.72. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The option, representing the right to purchase a total of 27,292 shares, vested 1/3 on each of 2/24/18, 2/24/19 and 2/24/20. The option, representing the right to purchase a total of 72,078 shares, vested 1/3 on each of 2/27/19, 2/27/20 and 2/27/21.

Key Figures

Shares sold: 8,358 shares Options exercised: 33,124 shares Shares withheld: 24,766 shares +5 more

8 metrics

Shares sold 8,358 shares Net shares sold on May 20, 2026 under Rule 10b5-1 plan

Options exercised 33,124 shares Common stock acquired via option exercises on May 19, 2026

Shares withheld 24,766 shares Withheld to cover exercise price and taxes on May 19, 2026

Sale price 1 $193.21 per share One of the reported weighted average sale prices on May 20, 2026

Sale price 2 $194.05 per share Weighted average price for a 5,145-share sale on May 20, 2026

Sale price 3 $194.77 per share Weighted average price for a 61-share sale on May 20, 2026

Post-transaction direct holdings 141,010.748 shares Direct common stock owned by Roche after all reported transactions

Spouse-held shares 14,454 shares Additional shares held by Roche’s spouse, not included in his direct holdings

Key Terms

Rule 10b5-1 Trading Plan, net exercised, tax-withholding disposition, weighted average price, +2 more

6 terms

Rule 10b5-1 Trading Plan financial

"Pursuant to a pre-established Rule 10b5-1 Trading Plan, adopted on November 19, 2025, the Reporting Person's options were "net exercised"."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

net exercised financial

"the Reporting Person's options were "net exercised". Accordingly, a total of 24,766 shares were withheld by the Company"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

weighted average price financial

"The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Common Stock Option (right to buy) financial

""security_title": "Common Stock Option (right to buy)", "transaction_code": "M""

derivative exercise/conversion financial

""transaction_action": "derivative exercise/conversion", "transaction_code_description": "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:26 PM

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^*

Roche John C

(Last)

(First)

(Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER

MASSACHUSETTS

01653

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		M⁽¹⁾		9,098	A	$85.87	150,108.748⁽²⁾	D
Common Stock	05/19/2026		M⁽¹⁾		24,026	A	$104.11	174,134.748⁽²⁾	D
Common Stock	05/19/2026		F⁽¹⁾		24,766	D	$193.79	149,368.748⁽²⁾	D
Common Stock	05/20/2026		S⁽¹⁾		3,152	D	$193.21⁽³⁾	146,216.748⁽²⁾	D
Common Stock	05/20/2026		S⁽¹⁾		5,145	D	$194.05⁽⁴⁾	141,071.748⁽²⁾	D
Common Stock	05/20/2026		S⁽¹⁾		61	D	$194.77	141,010.748⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (right to buy)	$85.87	05/19/2026		M			9,098	⁽⁵⁾	02/24/2027	Common Stock	9,098	$0	0	D
Common Stock Option (right to buy)	$104.11	05/19/2026		M			24,026	⁽⁶⁾	02/27/2028	Common Stock	24,026	$0	48,052	D

Explanation of Responses:

1. Pursuant to a pre-established Rule 10b5-1 Trading Plan, adopted on November 19, 2025, the Reporting Person's options were "net exercised". Accordingly, a total of 24,766 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 8,358 shares, which were subsequently sold in accordance with the terms of the Rule 10b5-1 Trading Plan.

2. Does not include 14,454 shares held by the Reporting Person's spouse.

3. The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $192.70 to $193.69. The Reporting Person undertakes to provide The Hanover Insurance Group, Inc. ("THG"), any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $193.73 to $194.72. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The option, representing the right to purchase a total of 27,292 shares, vested 1/3 on each of 2/24/18, 2/24/19 and 2/24/20.

6. The option, representing the right to purchase a total of 72,078 shares, vested 1/3 on each of 2/27/19, 2/27/20 and 2/27/21.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Hanover Insurance (THG) CEO John C. Roche do in this Form 4 filing?

John C. Roche exercised stock options and then sold some resulting shares. He exercised options for 33,124 common shares, had 24,766 shares withheld for taxes and exercise costs, and sold 8,358 shares under a pre-established Rule 10b5-1 Trading Plan.

How many Hanover Insurance (THG) shares did the CEO sell and at what prices?

Roche sold 8,358 Hanover Insurance common shares in open-market trades. The filing reports weighted average sale prices around $193–$195 per share, with detailed price ranges between $192.70 and $194.72 available from the company or the reporting person upon request.

What stock options did the Hanover Insurance (THG) CEO exercise in this transaction?

Roche exercised options covering 33,124 Hanover Insurance common shares. These came from options with strike prices of $104.11 and $85.87 per share, originally granted over 27,292 and 72,078 shares that vested in annual thirds between February 2018 and February 2021.

How many Hanover Insurance (THG) shares does the CEO hold after these transactions?

After the reported option exercises, tax withholding, and share sales, Roche directly owns 141,010.748 Hanover Insurance common shares. The filing notes this total does not include an additional 14,454 shares held separately by his spouse, which are disclosed but excluded from his direct holdings.

What is the role of the Rule 10b5-1 Trading Plan in the THG CEO’s transactions?

The option exercises and subsequent sale of 8,358 shares occurred under a pre-established Rule 10b5-1 Trading Plan adopted on November 19, 2025. Such plans pre-arrange trades, making the timing more routine and reducing the significance of short-term market conditions for these transactions.

Why were 24,766 Hanover Insurance (THG) shares withheld in the CEO’s Form 4?

The company withheld 24,766 shares when Roche exercised his options to cover the option exercise price and related tax obligations. This tax-withholding disposition means those shares were not sold into the market but used to satisfy costs tied to the exercise of his derivative awards.