Hanover Insurance director receives small RSU grant

LANE KATHY S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

LANE KATHY S reported acquisition or exercise transactions in this Form 4 filing.

Hanover Insurance Group director Kathy S. Lane reported a small equity award. She received 3.767 shares of common stock in the form of restricted stock units under the company’s 2022 Long-Term Incentive Plan, tied to dividend equivalent rights on previously granted RSUs.

After this grant, Lane holds 2,772.767 shares of common stock directly. Footnotes state the award will vest on the earlier of one year from the original RSU grant date or the next annual meeting, and that she has elected to defer the grant upon vesting under a deferral agreement. The disclosure also notes an additional 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Insider Trade Summary

Grant/Award: 3.767 shares

Grant/Award 1 txn

Insider LANE KATHY S

Role Director

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

Holdings After Transaction: Common Stock — 2,772.767 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. The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement.
2. F2. Does not include 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Key Figures

RSU grant size: 3.767 shares Direct holdings after transaction: 2,772.767 shares Rabbi Trust indirect holdings: 4,829 shares +1 more

4 metrics

RSU grant size 3.767 shares Restricted stock units from dividend equivalent rights on prior RSUs

Direct holdings after transaction 2,772.767 shares Common stock held directly by Kathy S. Lane after grant

Rabbi Trust indirect holdings 4,829 shares Common stock held indirectly in a Rabbi Trust under deferral agreements

Transaction price per share $0.0000 per share Compensation-related RSU acquisition, not an open-market purchase

Key Terms

restricted stock units ("RSUs"), dividend equivalent rights, 2022 Long-Term Incentive Plan, Rabbi Trust, +1 more

5 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 4,829 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.

deferral agreement financial

"The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement."

FAQ

What insider transaction did Hanover Insurance Group (THG) report for Kathy S. Lane?

Hanover Insurance Group reported that director Kathy S. Lane received 3.767 restricted stock units. These units relate to dividend equivalent rights on earlier RSU grants under the 2022 Long-Term Incentive Plan and increase her directly held common stock position to 2,772.767 shares.

How many Hanover Insurance Group (THG) shares does Kathy S. Lane hold after this Form 4?

Following the reported grant, Kathy S. Lane directly holds 2,772.767 shares of Hanover Insurance Group common stock. A footnote also discloses an additional 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements, which are separate from her direct holdings.

What is the nature of the 3.767-share RSU grant reported by Hanover Insurance Group (THG)?

The 3.767-share grant is a restricted stock unit award created from dividend equivalent rights on previously granted RSUs. It was issued under Hanover Insurance Group’s 2022 Long-Term Incentive Plan, with no cash price per share reported for this compensation-related acquisition.

When do the new RSUs for Hanover Insurance Group (THG) director Kathy S. Lane vest?

The RSUs vest on the earlier of the one-year anniversary of the original underlying RSU grant date or the date of Hanover Insurance Group’s next annual meeting. This schedule is specified in the footnote describing the dividend-equivalent-related restricted stock unit grant terms.

What does the deferral agreement mean in the Hanover Insurance Group (THG) Form 4?

The Form 4 notes that Kathy S. Lane elected to defer the grant upon vesting under a deferral agreement. This means that once the RSUs vest, receipt of the underlying shares or value is postponed according to her prearranged deferral election terms.

How are Rabbi Trust shares for Hanover Insurance Group (THG) disclosed in this Form 4?

A footnote clarifies that the reported direct holdings do not include 4,829 shares held indirectly in a Rabbi Trust. These shares are held pursuant to deferral agreements, indicating additional economic exposure beyond the 2,772.767 directly owned common shares.

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Accepted by SEC EDGAR 06/30/2026 - 04:16 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
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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^*

LANE KATHY S

(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	2,772.767(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. The Reporting Person has elected to defer such grant upon vesting pursuant to a deferral agreement.

2. Does not include 4,829 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

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