Hanover (THG) Insider Filing: 30.586 RSUs Granted to Executive VP

Rhea-AI Filing Summary

Richard W. Lavey, Executive Vice President and director of Hanover Insurance Group (THG), reported a non-derivative acquisition on 09/26/2025. The Form 4 shows 30.586 shares acquired at a price of $0 and reports 39,142.294 shares beneficially owned following the transaction. The filing explains these shares are restricted stock units (RSUs) issued under the company's 2022 Long-Term Incentive Plan as dividend equivalent rights tied to previously granted RSUs; these RSUs vest on the third anniversary of the original RSU grant date. The filing is signed via confirming statement by Lindsay L. Katz on 09/30/2025.

Positive

• Grant disclosed under 2022 LTIP with clear vesting terms (third anniversary) indicating structured long‑term alignment
• Zero purchase price indicates these are dividend equivalent RSUs, a standard and predictable compensation mechanism
• Complete reporting details including post‑transaction beneficial ownership (39,142.294 shares) and signatory confirming statement

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, zero-cost RSU grant recorded as dividend equivalents; shows ongoing executive equity compensation but not a material ownership change.

The Form 4 documents a grant of 30.586 non‑derivative shares (reported as RSUs) at $0 and total beneficial ownership of 39,142.294 shares after the grant. The filing explicitly states these RSUs arise from dividend equivalent accruals under the 2022 LTIP and will vest on the third anniversary of the underlying awards. This is a routine executive equity compensation disclosure rather than a purchase or sale, and it reflects standard long‑term incentive mechanics rather than a market transaction.

Corporate Governance Expert

TL;DR: Transaction is a compensatory grant of dividend-equivalent RSUs; governance disclosure requirements appear satisfied.

The report identifies the reporting person as an officer and director and discloses the nature of the grant as dividend equivalent RSUs under the 2022 Long‑Term Incentive Plan. It specifies the vesting condition (third anniversary of the original grant) and provides post‑transaction beneficial ownership. The form is signed via a confirming statement, meeting procedural signature disclosure. No additional governance events or deviations are stated in the filing.

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAVEY RICHARD W

(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)
09/26/2025

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	09/26/2025		A(1)		30.586	A	$0	39,142.294	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	09/30/2025
	** 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.

FAQ

What transaction did Richard W. Lavey report on the Form 4 for THG?

The Form 4 reports an acquisition of 30.586 non‑derivative shares (RSUs) on 09/26/2025 at a reported price of $0.

Why were the 30.586 shares granted to the reporting person?

The filing states the shares are restricted stock units issued as dividend equivalent rights under the Issuer's 2022 Long‑Term Incentive Plan.

When do the RSUs reported in this Form 4 vest?

The RSUs vest on the third anniversary of the date of grant of the original underlying RSUs, per the filing.

How many shares does the reporting person beneficially own after the reported transaction?

The filing reports 39,142.294 shares beneficially owned following the reported transaction.

Who signed the Form 4 disclosure and when?

The Form 4 was signed via confirming statement by Lindsay L. Katz on 09/30/2025.