Hanover Insurance Group (THG) EVP granted extra RSUs from dividend equivalents

Rhea-AI Filing Summary

Hanover Insurance Group, Inc. reported that an executive vice president received a small additional equity grant through its long-term incentive program. On 12/26/2025, the officer acquired 17.312 shares of common stock at a price of $0, increasing their direct beneficial ownership to 9,757.585 shares.

The new shares were granted as restricted stock units (RSUs) under Hanover’s 2022 Long-Term Incentive Plan. They arose from dividend equivalent rights tied to RSUs previously granted under the same plan, meaning the executive receives added RSUs in lieu of cash dividends on earlier awards. These RSUs will vest on the third anniversary of the original RSU grant date, aligning the executive’s interests with longer-term company performance.

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^*

Kerrigan Dennis Francis

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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	12/26/2025		A(1)		17.312	A	$0	9,757.585	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 RSUs vest on the third anniversary of the date of grant of the original underlying RSUs.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	12/29/2025
	** 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 transaction did Hanover Insurance Group (THG) report in this Form 4?

An executive vice president of Hanover Insurance Group, Inc. reported acquiring 17.312 shares of common stock on 12/26/2025 through an equity grant, bringing total direct beneficial ownership to 9,757.585 shares.

How were the 17.312 Hanover Insurance Group (THG) shares acquired by the executive?

The 17.312 shares were received as restricted stock units (RSUs) under Hanover’s 2022 Long-Term Incentive Plan, issued in connection with the accrual of dividend equivalent rights on previously granted RSUs.

What are the vesting terms of the new RSUs reported by Hanover Insurance Group (THG)?

The newly granted RSUs will vest on the third anniversary of the date of grant of the original underlying RSUs to which the dividend equivalent rights are linked.

What position does the reporting person hold at Hanover Insurance Group (THG)?

The reporting person is an Executive Vice President of Hanover Insurance Group, Inc., as indicated in the relationship section of the filing.

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

No cash was paid; the 17.312 shares were acquired at a reported price of $0, reflecting an equity grant rather than an open-market purchase.

Is this Hanover Insurance Group (THG) Form 4 filed for one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, not a group filing.