05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:33
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Option (right to buy) | $85.87 | 05/15/2026 | M | 18,194 | (6) | 02/24/2027 | Common Stock | 18,194 | $ 0 | 9,098 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Roche John C C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER, MA 01653 |
X | President and CEO | ||
| /s/ Lindsay L. Katz pursuant to Confirming Statement | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to a pre-established Rule 10b5-1 Trading Plan, adopted on November 19, 2025, the Reporting Person's options were "net exercised". Accordingly, a total of 12,943 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercise, resulting in a net issuance of 5,251 shares, which were subsequently sold in accordance with the terms of the Rule 10b5-1 Trading Plan. |
| (2) | Does not include 14,454 shares held by the Reporting Person's spouse. |
| (3) | The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $196.07 to $197.04. The Reporting Person undertakes to provide The Hanover Insurance Group, Inc. ("THG"), any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| (4) | The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $197.07 to $198.06. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| (5) | The price reported in Column 4 is a weighted average price. The shares were sold at multiple prices ranging from $198.19 to $199.11. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| (6) | The option, representing the right to purchase a total of 27,292 shares, vested 1/3 on each of 2/24/18, 2/24/19 and 2/24/20. |