THG CEO granted additional RSUs as dividend equivalents

Roche John C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Roche John C reported acquisition or exercise transactions in this Form 4 filing.

Hanover Insurance Group, Inc. reported that President and CEO John C. Roche received a grant of restricted stock units as part of his existing equity compensation. He was awarded 122.234 shares of common stock-equivalent RSUs under the company’s 2022 Long-Term Incentive Plan in connection with dividend equivalent rights on previously granted RSUs.

Following this award, Roche directly holds 141,132.982 shares of common stock. The filing notes that this figure does not include 14,454 additional shares held by his spouse. The newly granted RSUs will vest on the third anniversary of the original underlying RSU grant date.

Insider Trade Summary

Grant/Award: 122.234 shares

Grant/Award 1 txn

Insider Roche John C

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	122.234	$0.00	$0.00

Holdings After Transaction: Common Stock — 141,132.982 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Does not include 14,454 shares held by the Reporting Person's spouse.

Key Figures

RSUs granted: 122.234 shares Direct holdings after grant: 141,132.982 shares Spouse-held shares: 14,454 shares

3 metrics

RSUs granted 122.234 shares Dividend equivalent rights on prior RSUs under 2022 LTIP

Direct holdings after grant 141,132.982 shares Common stock held directly by John C. Roche after transaction

Spouse-held shares 14,454 shares Common stock held by reporting person’s spouse, not in direct total

Key Terms

restricted stock units, dividend equivalent rights, 2022 Long-Term Incentive Plan

3 terms

restricted stock units financial

"Grant of restricted stock units ("RSUs") 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.

dividend equivalent rights financial

"in connection with the accrual of dividend equivalent rights associated with RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

2022 Long-Term Incentive Plan financial

"under the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did THG CEO John C. Roche report?

John C. Roche reported receiving a grant of 122.234 restricted stock units in Hanover Insurance Group common stock. The award stems from dividend equivalent rights tied to earlier RSU grants under the 2022 Long-Term Incentive Plan and is a compensation-related, non-market transaction.

How many THG shares does John C. Roche hold after this Form 4?

After this transaction, John C. Roche directly holds 141,132.982 shares of Hanover Insurance Group common stock. The filing also notes that this total does not include 14,454 shares held by his spouse, which are referenced separately from his direct ownership.

What is the nature of the RSU grant reported by THG’s CEO?

The grant consists of restricted stock units issued in connection with accrued dividend equivalent rights on RSUs previously granted under Hanover’s 2022 Long-Term Incentive Plan. These units represent additional share-based compensation rather than an open-market stock purchase or sale transaction.

When will the newly granted THG RSUs to John C. Roche vest?

The newly granted restricted stock units will vest on the third anniversary of the grant date of the original underlying RSUs. This means vesting is tied to the schedule of the earlier RSU award, aligning the new dividend-equivalent RSUs with existing long-term incentive timelines.

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

The filing explicitly states that the reported holding amount does not include 14,454 shares held by John C. Roche’s spouse. Those spouse-held shares are identified separately, while the 141,132.982-share figure reflects only his direct ownership position in the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 04:10 PM Learn about SEC filing dates

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^*

Roche John C

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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	06/26/2026		A(1)		122.234	A	$0	141,132.982(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 ("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.

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

	/s/ Lindsay L. Katz pursuant to Confirming Statement	06/30/2026
	** 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)