Hanover (THG) EVP Dennis Kerrigan reports new stock awards and options

Rhea-AI Filing Summary

Hanover Insurance Group Executive Vice President Dennis Francis Kerrigan reported equity awards under the company’s long-term incentive plans. On February 24, 2026, he acquired 5,328 stock options with an exercise price of $0.0000 per share and 1,730 shares of common stock at no cost.

He also received additional common stock awards of 1,115 shares and 1,117 shares, each reported as grants or other acquisitions, bringing his direct common stock holdings to 13,719.585 shares. Footnotes indicate that related performance-based and restricted stock unit awards vest over multi‑year periods, with some vesting on February 27, 2026, and options vesting in thirds on each of the first three anniversaries of grant.

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)
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)		1,730	A	$0	11,487.585	D
Common Stock	02/24/2026		A(2)		1,115	A	$0	12,602.585	D
Common Stock	02/24/2026		A(3)		1,117	A	$0	13,719.585	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
Common Stock Option (right to buy)	$173.56	02/24/2026		A		5,328		(4)	02/24/2036	Common Stock	5,328	$0	5,328	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. 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.

3. Grant of restricted stock units under the Issuer's 2022 LTIP. Such units vest on the third anniversary of the date of grant.

4. 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
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FAQ

What did Hanover (THG) Executive Vice President Dennis Francis Kerrigan report on this Form 4?

Dennis Francis Kerrigan reported several equity awards from Hanover Insurance Group. These included stock options and multiple common stock grants received at no cost, reflecting compensation under the company’s long-term incentive plans rather than open-market purchases or sales.

How many stock options did Dennis Francis Kerrigan receive from Hanover (THG)?

He received 5,328 stock options labeled as a grant or other acquisition. These options have an exercise price of $0.0000 per share and vest in thirds on each of the first three anniversaries of the grant date, according to the footnotes.

How many Hanover (THG) common shares did Dennis Francis Kerrigan acquire in these transactions?

He was granted three separate blocks of common stock totaling 3,962 shares: 1,730 shares, 1,115 shares, and 1,117 shares. All were reported as awards at no cost per share, increasing his direct common stock ownership position.

What is Dennis Francis Kerrigan’s Hanover (THG) share ownership after these Form 4 transactions?

Following the reported grants, his direct common stock ownership is 13,719.585 shares. This figure reflects accumulated holdings after the new awards and helps investors understand the scale of his equity stake in the company.

How do the performance-based restricted stock units for Hanover (THG) vest for Dennis Francis Kerrigan?

Footnotes explain that earlier performance-based restricted stock units had performance certified at 150% and 100% of target, as adjusted for dividend equivalents. These awards remain subject to time-based vesting and are scheduled to vest on February 27, 2026, under the 2022 long-term plan.

Are the Hanover (THG) equity awards to Dennis Francis Kerrigan open-market purchases or compensation grants?

They are compensation grants, not market purchases. Each transaction is coded as a grant or other acquisition at a price of $0.0000 per share, consistent with stock options, restricted stock units, and performance-based awards issued under Hanover’s long-term incentive plan.