THG (THG) CEO John C. Roche has 14,220 shares withheld for taxes

Rhea-AI Filing Summary

Hanover Insurance Group President and CEO John C. Roche reported a tax-related share disposition connected to equity compensation. On February 27, 2026, 14,220 shares of common stock were forfeited to cover withholding taxes upon the vesting of previously granted restricted stock units at an indicated price of $180.63 per share. After this tax-withholding disposition, he directly held 140,858.174 common shares, while an additional 14,454 shares are held by his spouse and are not included in his reported direct holdings.

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^*

Roche John C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F(1)		14,220	D	$180.63	140,858.174(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. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer and vested on February 27, 2026. In connection with vesting, any fractional shares were rounded up to the next whole share in accordance with the terms of the award agreement.

2. Does not include 14,454 shares held by the Reporting Person's spouse.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	03/02/2026
	** 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 transaction did THG President and CEO John C. Roche report?

John C. Roche reported a tax-withholding disposition of 14,220 THG common shares. The shares were forfeited to pay withholding taxes triggered by the vesting of previously granted restricted stock units on February 27, 2026, rather than through an open-market sale.

At what price were the THG shares valued for John C. Roche’s tax-withholding disposition?

The 14,220 THG common shares used for tax withholding were valued at $180.63 per share. This value reflects the price applied to satisfy the withholding taxes when restricted stock units vested on February 27, 2026, under the terms of the award agreement.

How many THG shares does John C. Roche hold after the reported transaction?

Following the tax-withholding disposition, John C. Roche directly holds 140,858.174 THG common shares. This figure reflects his direct ownership after shares were forfeited to cover taxes upon the vesting of restricted stock units on February 27, 2026.

Does John C. Roche’s Form 4 include THG shares held by his spouse?

The reported direct holdings do not include 14,454 THG shares held by John C. Roche’s spouse. A footnote clarifies that these spouse-held shares are excluded from his reported direct ownership balance, which totals 140,858.174 common shares after the transaction.

Was John C. Roche’s THG transaction an open-market sale of shares?

The transaction was not an open-market sale. It was a tax-withholding disposition, where 14,220 THG shares were forfeited back to cover withholding taxes generated by the vesting of restricted stock units granted by the company.