Hanover Insurance Group Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(c) On May 13, 2026, the Board of Directors of The Hanover Insurance Group, Inc. (the “Company”) appointed Patricia A. Norton-Gatto, Senior Vice President and Corporate Controller, to assume the role of Principal Accounting Officer effective on that date. Accordingly, Jeffrey M. Farber, 62, the Company’s Executive Vice President and Chief Financial Officer will no longer serve in the role of Principal Accounting Officer.

Ms. Norton-Gatto, 58, joined the Company in 1993 and most recently served as Senior Vice President, Corporate Controller, a role she started in February 2025. Prior to that, Ms. Norton-Gatto served as the Vice President and Assistant Controller since 2007. She held various roles at the Company after beginning her career at KPMG Peat Marwick in 1990. Ms. Norton-Gatto is a Certified Public Accountant.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 12, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of Francisco A. Aristeguieta, Kevin J. Bradicich, Theodore H. Bunting, Jr., Jane D. Carlin, William E. Donnell, Joseph R. Ramrath, John C. Roche, and Elizabeth A. Ward, each to serve as a director until the next annual meeting of shareholders and until their successors are duly elected and qualified; (ii) approved an advisory vote on executive compensation; and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2026.

The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Item 1 – Election of Directors

Item 2 – Advisory Vote on Executive Compensation

Item 3 – Ratification of Independent, Registered Public Accounting Firm

Item 8.01 Other Events.

On May 13, 2026, the Board terminated the Company’s existing share repurchase program, initially approved in December 2018, and adopted a new share repurchase program authorizing an aggregate of $700 million in share repurchases (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made at the Company’s discretion from time to time using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Share Repurchase Program has no time limit and does not obligate the Company to make any repurchases.

The Company issued a press release announcing the new Share Repurchase Program authorization on May 13, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.