Hanover (THG) CEO John Roche receives option and RSU awards

Rhea-AI Filing Summary

Roche John C reported acquisition or exercise transactions in this Form 4 filing.

HANOVER INSURANCE GROUP, INC. President and CEO John C. Roche reported equity awards tied to the company’s long-term incentive plan. He received an option to buy 45,025 shares of common stock, plus stock-based awards totaling 31,229 shares at no cash cost to him.

Footnotes explain that these grants reflect performance-based restricted stock units from a 2023 award, with performance certified at 150% and 100% of target and vesting on February 27, 2026, as well as new restricted stock units and options that generally vest over three years.

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^*

Roche John C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		13,254	A	$0	137,103.174(2)	D
Common Stock	02/24/2026		A(3)		8,540	A	$0	145,643.174(2)	D
Common Stock	02/24/2026		A(4)		9,435	A	$0	155,078.174(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)
				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		45,025		(5)	02/24/2036	Common Stock	45,025	$0	45,025	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. Does not include 14,454 shares held by the Reporting Person's spouse.

3. 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.

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

5. 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 President and CEO John C. Roche report?

John C. Roche reported equity awards, not open-market trades. He received options for 45,025 shares and stock-based grants totaling 31,229 common shares, all at a grant price of $0.00 per share, as part of Hanover’s long-term incentive compensation.

Were John C. Roche’s THG Form 4 transactions stock purchases or grants?

The transactions were grants and vesting-related awards, not stock purchases. The filing classifies each as an acquisition from company compensation programs, with a reported price per share of $0.00, reflecting equity incentives rather than open-market buying activity by the Hanover Insurance Group CEO.

What equity awards did THG CEO John C. Roche receive on February 24, 2026?

On February 24, 2026, Roche was granted an option for 45,025 shares and multiple common stock awards totaling 31,229 shares. These relate to performance-based and time-based restricted stock units under Hanover’s 2022 Long-Term Incentive Plan, with specified vesting schedules in the footnotes.

How are John C. Roche’s THG performance-based RSUs structured and vested?

Roche’s PBRSUs granted in 2023 carry performance conditions tied to adjusted return on equity and relative total shareholder return, plus time-based vesting. Performance was certified at 150% and 100% of target, with the resulting awards scheduled to vest on February 27, 2026, subject to continued service.

What does the THG Form 4 say about options granted to John C. Roche?

The Form 4 notes a grant of common stock options with rights to buy 45,025 THG shares. A footnote explains these options vest in three equal installments, with one-third of the shares vesting on each of the first three anniversaries of the grant date under the 2022 LTIP.

Does John C. Roche’s reported THG ownership include shares held by his spouse?

A footnote states that the reported ownership does not include 14,454 shares held by Roche’s spouse. This clarifies that the spouse’s separate holdings are excluded from the direct ownership totals disclosed for the Hanover Insurance Group President and CEO in this Form 4.