WARREN E. BARNES - 24 Feb 2025 Form 4 Insider Report for HANOVER INSURANCE GROUP, INC. (THG)

Role: SVP & Princpl. Accntg. Officer
Signature: /s/ Lindsay L. Katz pursuant to Confirming Statement
Issuer symbol: THG
Transactions as of: 24 Feb 2025
Transactions value $: $0
Form type: 4
Filing time: 26 Feb 2025, 16:22:41 UTC
Previous filing: 30 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THG	Common Stock	Award	$0	+212	+7.03%	$0.00	3.23K	24 Feb 2025	Direct	F1
transaction	THG	Common Stock	Award	$0	+39	+1.21%	$0.00	3.26K	24 Feb 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

WARREN E. BARNES is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 28, 2022, the Reporting Person was granted performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. 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, 2025, the performance condition for this award was certified at 125% 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 28, 2025.
F2	On February 28, 2022, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2014 Long-Term Incentive Plan. 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, 2025, the performance condition for this award was certified at 25% 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 28, 2025.

Content

On February 28, 2022, the Reporting Person was granted performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. 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, 2025, the performance condition for this award was certified at 125% 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 28, 2025.

On February 28, 2022, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2014 Long-Term Incentive Plan. 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, 2025, the performance condition for this award was certified at 25% 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 28, 2025.