The Hanover Insurance Group Inc.

05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:33

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Roche John C
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
(Last) (First) (Middle)
C/O THE HANOVER INSURANCE GROUP, INC., 440 LINCOLN STREET
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
(Street)
WORCESTER, MA 01653
4. If Amendment, Date 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
(City) (State) (Zip)
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 05/15/2026 M(1) 18,194 A $85.87 159,204.748(2) D
Common Stock 05/15/2026 F(1) 12,943 D $194.64 146,261.748(2) D
Common Stock 05/18/2026 S(1) 375 D $196.55(3) 145,886.748(2) D
Common Stock 05/18/2026 S(1) 2,260 D $197.61(4) 143,626.748(2) D
Common Stock 05/18/2026 S(1) 2,516 D $198.65(5) 141,110.748(2) D
Common Stock 05/18/2026 S(1) 100 D $199.23 141,010.748(2) D
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roche John C
C/O THE HANOVER INSURANCE GROUP, INC.
440 LINCOLN STREET
WORCESTER, MA 01653
X President and CEO

Signatures

/s/ Lindsay L. Katz pursuant to Confirming Statement 05/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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