Hanover Insurance Group (THG) director receives 843-share restricted stock award

Rhea-AI Filing Summary

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

Hanover Insurance Group director William E. Donnell received an equity award of 843 shares of common stock. The shares were granted at no cash cost as restricted stock units under the company’s 2022 Long-Term Incentive Plan and will vest on the earlier of one year from the grant date or the next annual shareholder meeting. After this award, Donnell holds 843 shares directly, and a footnote notes an additional 977 shares held indirectly in a Rabbi Trust under deferral agreements.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Donnell William E.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	843	$0.00	--

Holdings After Transaction: Common Stock — 843 shares (Direct, null)

Footnotes (1)

1. Grant of restricted stock units under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting. Does not include 977 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.

Key Figures

Equity award shares: 843 shares Grant price: $0.00 per share Direct holdings after grant: 843 shares +1 more

4 metrics

Equity award shares 843 shares Restricted stock unit grant to director William E. Donnell

Grant price $0.00 per share Price for the 843 restricted stock unit shares

Direct holdings after grant 843 shares Common stock directly held following the award

Indirect holdings in Rabbi Trust 977 shares Shares held indirectly pursuant to deferral agreements

Key Terms

restricted stock units, 2022 Long-Term Incentive Plan, Rabbi Trust, deferral agreements

4 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2022 Long-Term Incentive Plan financial

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

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.

deferral agreements financial

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

Form 4 Insider Transactions: What Each Field Means →

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)
05/12/2026

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	05/12/2026		A(1)		843	A	$0	843(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 under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the earlier of the one-year anniversary of the date of grant 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	05/13/2026
	** 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)

FAQ

What did Hanover Insurance Group (THG) director William E. Donnell report on this Form 4?

William E. Donnell reported receiving 843 shares of Hanover Insurance Group common stock as an equity award. These were granted as restricted stock units and represent compensation, not an open-market purchase or sale, increasing his directly held share count to 843.

How many Hanover Insurance Group (THG) shares did the director acquire in this transaction?

The director acquired 843 shares of Hanover Insurance Group common stock. The shares were granted at a price of $0.00 per share as restricted stock units, reflecting a compensation grant rather than a cash investment in the open market.

What are the vesting terms of the restricted stock units granted to the THG director?

The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the date of the next annual meeting. This means the director’s 843-share award becomes fully owned after that vesting trigger is met, subject to plan terms.

Does the THG director hold any additional shares indirectly after this Form 4?

Yes. A footnote states that the reported holdings do not include 977 shares held indirectly in a Rabbi Trust. Those shares are held pursuant to deferral agreements, separate from the 843 directly held shares reported after the restricted stock unit grant.

Was cash paid for the Hanover Insurance Group (THG) shares in this Form 4 transaction?

No cash was paid for the shares in this transaction. The 843 shares were granted at $0.00 per share as a restricted stock unit award under the 2022 Long-Term Incentive Plan, reflecting stock-based compensation to the director.

Is this THG Form 4 transaction an open-market buy or sell by the director?

This transaction is not an open-market buy or sell. It is coded as an “A” transaction, described as a grant, award, or other acquisition, representing restricted stock units awarded under the company’s long-term incentive plan as part of director compensation.