Hanover Insurance (THG) EVP Lowsley receives option and RSU awards

Rhea-AI Filing Summary

Hanover Insurance Group Executive Vice President Denise Lowsley reported equity awards and vesting-related share grants. On February 24, 2026, she was granted a stock option for 3,094 shares of common stock, which vests in three equal annual installments from the grant date.

She also acquired 1,154 restricted stock units that vest on the third anniversary of grant. In addition, performance-based restricted stock unit awards granted in 2023 had their performance conditions certified, resulting in 744 shares tied to a 150% performance outcome and 649 shares tied to a 100% performance outcome, both still subject to time-based vesting through February 27, 2026.

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^*

Lowsley Denise

(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)
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)		1,154	A	$0	4,745.34(2)	D
Common Stock	02/24/2026		A(3)		744	A	$0	5,489.34(2)	D
Common Stock	02/24/2026		A(4)		649	A	$0	6,138.34(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		3,094		(5)	02/24/2036	Common Stock	3,094	$0	3,094	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. Includes 68 shares acquired pursuant to The Hanover Insurance Group Inc.'s 2023 Employee Stock Purchase Plan on December 31, 2025.

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.
* 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).
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FAQ

What insider transactions did THG Executive Vice President Denise Lowsley report?

Denise Lowsley reported equity awards and vesting-related share acquisitions. She received a 3,094-share stock option grant, 1,154 restricted stock units, and additional common shares from performance-based restricted stock unit awards whose performance conditions were certified on February 24, 2026, under Hanover’s 2022 Long-Term Incentive Plan.

How many stock options were granted to Denise Lowsley at Hanover Insurance Group (THG)?

She received an option to acquire 3,094 shares of Hanover common stock. The option vests in three equal installments, with one-third of the shares vesting on each of the first three anniversaries of the grant date, aligning exercise eligibility with longer-term service at the company.

What restricted stock units did Denise Lowsley receive according to the THG Form 4?

She acquired 1,154 restricted stock units under Hanover’s 2022 Long-Term Incentive Plan. These units are scheduled to vest on the third anniversary of the grant date, meaning she must remain employed through that date to receive the underlying common shares, absent other plan provisions.

How were Denise Lowsley’s performance-based RSUs at Hanover Insurance Group determined?

Performance-based RSUs granted in 2023 were tied to three-year adjusted return on equity and relative total shareholder return. On February 24, 2026, one award was certified at 150% of target and another at 100%, after including dividend equivalents, with both still subject to time-based vesting through February 27, 2026.

What do the 744 and 649 common shares in the THG Form 4 represent?

The 744 and 649 common shares reflect amounts deliverable from separate performance-based RSU awards granted in 2023. Their performance conditions, based on adjusted return on equity and relative total shareholder return, were certified at 150% and 100% of target, respectively, and remain subject to time-based vesting until February 27, 2026.

Does Denise Lowsley’s reported THG ownership include shares from the employee stock purchase plan?

Yes. A footnote states that her holdings include 68 shares acquired under The Hanover Insurance Group Inc.'s 2023 Employee Stock Purchase Plan on December 31, 2025. This clarifies that part of her reported common stock ownership arises from regular employee share purchase activity.