Hanover Insurance (NYSE: THG) director gains RSUs via dividend equivalent rights

Rhea-AI Filing Summary

HANOVER INSURANCE GROUP, INC. director Joseph R. Ramrath received a small equity-based compensation award. He acquired 3.767 shares of Common Stock in the form of restricted stock units granted at no cash cost, tied to dividend equivalent rights on previously granted RSUs under the 2022 Long-Term Incentive Plan.

These additional units vest on the earlier of the one-year anniversary of the original RSU grant date or the next annual meeting. After this award, Ramrath directly holds a total of 33,833.767 shares of Common Stock. The transaction reflects routine compensation rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RAMRATH JOSEPH R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3.767	$0.00	--

Holdings After Transaction: Common Stock — 33,833.767 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 3.767 shares Grant price: $0.00 per share Total holdings after transaction: 33,833.767 shares

3 metrics

RSUs granted 3.767 shares Restricted stock units as dividend equivalent rights on prior RSUs

Grant price $0.00 per share Stated price for RSU grant

Total holdings after transaction 33,833.767 shares Common Stock directly owned after RSU grant

Key Terms

restricted stock units ("RSUs"), dividend equivalent rights, 2022 Long-Term Incentive Plan ("2022 LTIP"), annual meeting

4 terms

restricted stock units ("RSUs") financial

"Grant of restricted stock units ("RSUs") under the Issuer's 2022 Long-Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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 ("2022 LTIP") financial

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

annual meeting financial

"Such units vest on the earlier of the one-year anniversary ... or the date of the next annual meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 04:13 PM Accepted by SEC EDGAR 06/30/2026 - 04:12 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^*

RAMRATH JOSEPH R

(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
	Officer (give title below)		Other (specify below)

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)		3.767	A	$0	33,833.767	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 units vest on the earlier of the one-year anniversary of the date of grant of the original underlying RSUs or the date of the next annual meeting.

	/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)

FAQ

What did THG director Joseph R. Ramrath report in this Form 4 filing?

He reported receiving 3.767 shares of THG Common Stock through a grant of restricted stock units. The award reflects dividend equivalent rights on earlier RSU grants and is part of routine director compensation, not an open-market stock purchase or sale.

How many THG shares does Joseph R. Ramrath hold after this RSU grant?

After the reported transaction, Ramrath directly holds 33,833.767 shares of THG Common Stock. This total includes the new 3.767 restricted stock units granted as dividend equivalents on previously awarded RSUs under the 2022 Long-Term Incentive Plan.

What is the nature of the 3.767 THG shares acquired in this Form 4?

The 3.767 shares are restricted stock units granted at a price of $0.00 per share. They were issued as dividend equivalent rights on prior RSU awards, meaning they mirror dividends on the original RSUs rather than arising from a market transaction.

When do the new THG restricted stock units reported by Ramrath vest?

The additional restricted stock units vest on the earlier of two dates. They vest either on the one-year anniversary of the grant date of the original underlying RSUs or on the date of the next annual meeting of shareholders, whichever occurs first.

Is the THG Form 4 transaction a market buy or sell of shares?

No, this Form 4 does not show a market buy or sell. It reports a grant of 3.767 restricted stock units as compensation, tied to dividend equivalent rights on earlier RSU grants, with a stated price of $0.00 per share rather than a market transaction value.