Roche John C 4
4 · HANOVER INSURANCE GROUP, INC. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Hanover (THG) CEO John Roche Receives Stock Awards
What Happened
John C. Roche, President, Chief Executive Officer and a director of Hanover Insurance Group, was granted a total of 76,254 restricted stock units (RSUs/PBRSUs) on Feb 24, 2026. The filing shows four awards: 13,254; 8,540; 9,435; and 45,025 shares, reported as acquisitions at $0.00 (awards, not open‑market purchases), so no cash changed hands. One of the line items (45,025) is noted as a derivative award (reflecting performance/adjustments).
Key Details
- Transaction date: February 24, 2026; Form 4 filed Feb 26, 2026 (timely filing).
- Awards: 13,254 RSUs; 8,540 RSUs; 9,435 RSUs; 45,025 RSUs (total 76,254). Reported acquisition price: $0.00 (these are grants/awards).
- Vesting/conditions: Some awards are performance-based restricted stock units (PBRSUs) and remain subject to time-based vesting; vesting events and certification details are in footnotes (see below).
- Spouse holdings: Filing notes 14,454 shares held by the reporting person’s spouse are not included in these amounts.
- Filing timeliness: Not indicated as late; filing was submitted two days after the reported transactions (within standard Form 4 timing).
Context
- Performance certification: Per footnotes, PBRSUs granted on Feb 27, 2023 had their performance certifications on Feb 24, 2026 — one award certified at 150% of target (adjusted for dividend equivalents) and another at 100% of target. Both remain subject to the time-based vesting condition and are scheduled to vest on Feb 27, 2026.
- What this means for investors: These are company awards (not purchases or sales) and typically reflect compensation/long‑term incentive program outcomes rather than immediate insider buying or selling. Vesting (and subsequent tax events) will determine when the shares become owned and potentially tradable.
Insider Transaction Report
Form 4
Roche John C
DirectorPresident and CEO
Transactions
- Award
Common Stock
[F1][F2]2026-02-24+13,254→ 137,103.174 total - Award
Common Stock
[F3][F2]2026-02-24+8,540→ 145,643.174 total - Award
Common Stock
[F4][F2]2026-02-24+9,435→ 155,078.174 total - Award
Common Stock Option (right to buy)
[F5]2026-02-24+45,025→ 45,025 totalExercise: $173.56Exp: 2036-02-24→ Common Stock (45,025 underlying)
Footnotes (5)
- [F1]On February 27, 2023, the Reporting Person was granted performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2022 Long-Term Incentive Plan ("2022 LTIP"). 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, 2026, the performance condition for this award was certified at 150% 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 27, 2026.
- [F2]Does not include 14,454 shares held by the Reporting Person's spouse.
- [F3]On February 27, 2023, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2022 LTIP. 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, 2026, the performance condition for this award was certified at 100% 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 27, 2026.
- [F4]Grant of restricted stock units under the Issuer's 2022 LTIP. Such units vest on the third anniversary of the date of grant.
- [F5]Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.
Signature
/s/ Lindsay L. Katz pursuant to Confirming Statement|2026-02-26