Hanover director awarded RSU dividend equivalents

Donnell William E. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Donnell William E. reported acquisition or exercise transactions in this Form 4 filing.

Hanover Insurance Group director William E. Donnell reported a small equity award rather than an open-market trade. He received 3.767 restricted stock units as dividend-equivalent credits under the company’s 2022 Long-Term Incentive Plan, tied to RSUs previously granted. These units vest on the earlier of the one-year anniversary of the original RSU grant or the next annual meeting. Following this award, he holds 846.767 common shares directly, and a footnote states that a further 977 shares are held indirectly in a Rabbi Trust under deferral agreements.

Insider Trade Summary

Grant/Award: 3.767 shares

Grant/Award 1 txn

Insider Donnell William E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3.767	$0.00	$0.00

Holdings After Transaction: Common Stock — 846.767 shares (Direct)

Footnotes (2)

1. F1. 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 units vest on the earlier of the one-year anniversary of the date of grant of the original underlying RSUs or the date of the next annual meeting.
2. F2. Does not include 977 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Key Figures

RSU grant: 3.767 units Direct holdings after grant: 846.767 shares Indirect holdings in Rabbi Trust: 977 shares +1 more

4 metrics

RSU grant 3.767 units Dividend-equivalent RSUs granted on Common Stock

Direct holdings after grant 846.767 shares Common Stock held directly following transaction

Indirect holdings in Rabbi Trust 977 shares Held indirectly under deferral agreements

Transaction code A (grant/award acquisition) Non-derivative Common Stock transaction

Key Terms

restricted stock units ("RSUs"), dividend equivalent rights, 2022 Long-Term Incentive Plan, Rabbi Trust

4 terms

restricted stock units ("RSUs") financial

"Grant of restricted stock units ("RSUs") under the Issuer's 2022 Long-Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

dividend equivalent rights financial

"in connection with the accrual of dividend equivalent rights associated with RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

2022 Long-Term Incentive Plan financial

"under the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP")"

Rabbi Trust financial

"Does not include 977 shares held indirectly in a Rabbi Trust pursuant to deferral agreements."

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Hanover Insurance (THG) report for William E. Donnell?

Hanover Insurance reported that director William E. Donnell received 3.767 restricted stock units as a grant. The award reflects dividend-equivalent rights on previously granted RSUs under the 2022 Long-Term Incentive Plan, rather than an open-market stock purchase.

How many Hanover Insurance (THG) shares does William E. Donnell hold after this Form 4?

After the reported grant, William E. Donnell holds 846.767 Hanover common shares directly. A footnote also notes 977 additional shares held indirectly in a Rabbi Trust under deferral agreements, which are separate from the directly owned shares.

What is the nature of the equity award reported for Hanover Insurance (THG) director Donnell?

The filing shows a grant of restricted stock units created by dividend-equivalent rights on previously granted RSUs. These RSUs were issued under Hanover’s 2022 Long-Term Incentive Plan, functioning as compensation rather than a discretionary stock market transaction.

When do the new RSUs for Hanover Insurance (THG) director Donnell vest?

The newly credited restricted stock units vest on the earlier of two dates. They vest either on the one-year anniversary of the original RSU grant date or on the date of Hanover Insurance Group’s next annual shareholder meeting, whichever occurs first.

Does the Hanover Insurance (THG) Form 4 indicate a stock purchase or sale by Donnell?

No open-market purchase or sale is reported. The Form 4 shows an acquisition coded as a grant or award, representing dividend-equivalent RSUs under the 2022 Long-Term Incentive Plan, not a buy or sell transaction in the public market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 04:14 PM Learn about SEC filing dates

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^*

Donnell William E.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		A(1)		3.767	A	$0	846.767(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

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 units vest on the earlier of the one-year anniversary of the date of grant of the original underlying RSUs or the date of the next annual meeting.

2. Does not include 977 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

	Lindsay L. Katz, Attorney-in-Fact	06/30/2026
	** 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)