
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Based on the closing sales price of June 28, 2024, the aggregate market value of the voting and non-voting common stock held by non-affiliates ofthe registrant was $4,472,656,527. The number of shares outstanding of the registrant’s common stock, $0.01 par value, was35,926,567shares as of February 20, 2025. DOCUMENTS INCORPORATED BY REFERENCEPortions of The Hanover Insurance Group, Inc.’s Proxy Statement to be filed pursuant to Regulation 14A relating to the 2025 Annual Meeting of Shareholders to be held May 13, 2025 are incorporated by reference in Part III. Part I1Business31ARisk Factors181BUnresolved Staff Comments331CCybersecurity332Properties343Legal Proceedings344Mine Safety Disclosures34Part II5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities356Reserved357Management's Discussion and Analysis of Financial Condition and Results of Operations367AQuantitative and Qualitative Disclosures About Market Risk658Financial Statements and Supplementary Data669Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1169AControls and Procedures1169BOther Information1179CDisclosures Regarding Foreign Jurisdictions That Prevent Inspections117Part III10Directors, Executive Officers and Corporate Governance11711Executive Compensation11912Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters12013Certain Relationships and Related Transactions, and Director Independence12014Principal Accounting Fees and Services120Part IV15Exhibits, Financial Statement Schedules121Exhibits Index12216Form 10-K Summary125Signatures126 PARTIITEM 1 — BUSINESSORGANIZATION The Hanover Insurance Group, Inc. (“THG” or the “Company”) is a holding company organized as a Delaware corporation in1995. We trace our roots to as early as 1852, when The Hanover Fire Insurance Company was founded. Our primary businessoperations are property and casualty insurance products and services. We market our products and services through independentagents and brokers in the United States (“U.S.”). Our consolidated financial statements include the accounts of THG; The HanoverInsurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), which are our principalproperty and casualty subsidiaries; and other insurance and non-insurance subsidiaries. INFORMATION ABOUT SEGMENTS GENERAL We conduct our business operations through four reporting segments: Core Commercial, Specialty, Personal Lines and Other.Inter