[Form 4] The Hanover Insurance Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA Corporation (NVDA) director A. Brooke Seawell filed a Form 4 covering activity on 26 June 2025. The filing shows the automatic, cost-free award (Transaction Code “A”) of 1,799 restricted stock units (RSUs) granted as part of the company’s annual board compensation program. These RSUs carry a two-step vesting schedule:

• 50 % on 19 Nov 2025
• 50 % on 20 May 2026

If Seawell’s board service ends due to death, the award vests immediately.

Following the grant, the director’s direct holdings stand at 10,387 common shares. Substantial additional ownership is reported indirectly through three family trusts: 1,000,000 shares (Revocable Trust), 1,679,361 shares (Administrative Trust) and 2,000,000 shares (Survivor Trust). No shares were sold or otherwise disposed of in the reported period.

The filing reflects routine board equity compensation and signals continued insider alignment, but it does not involve open-market purchasing or selling that might indicate a directional view on NVIDIA’s valuation.

Insights

Financial Analyst

TL;DR – Routine RSU grant; no buying or selling pressure signalled.

The transaction is a standard annual equity award for board service, priced at $0, with no cash outlay and no disposals. While the incremental 1,799 RSUs are immaterial versus NVIDIA’s float, Seawell’s aggregate beneficial stake—over 4.6 million shares via trusts—remains significant, aligning the director’s interests with shareholders. Because the grant is pre-scheduled and non-market, it offers limited insight into management’s valuation outlook and should not materially affect the share price.

Corporate Governance Specialist

TL;DR – Filing confirms ongoing equity-based board compensation; governance practices intact.

The staggered vesting structure conforms to typical director pay plans, promoting medium-term board engagement. Immediate vesting upon death is a common protective clause, not a red flag. Absence of sales suggests no liquidity-driven behaviour. The sizable trust allocations underline robust insider ownership but are unchanged, indicating stability in the governance framework. Overall impact on governance risk profile is neutral.

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).

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)
06/27/2025

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	06/27/2025		A(1)		18.647	A	$0	10,014.235	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	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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