8-K

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): February 25, 2025

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) As previously reported in the Registrant’s Current Report on Form 8-K as filed with the Commission on December 7, 2023, Warren E. Barnes, the Registrant’s Senior Vice President, Corporate Controller and Principal Accounting Officer (“PAO”) is retiring effective as of April 1, 2025. In connection with his impending retirement, on February 25, 2025, Mr. Barnes resigned as Senior Vice President, Corporate Controller and PAO, and the Board of Directors of the Registrant appointed Jeffrey M. Farber, 60, the Registrant’s Executive Vice President and Chief Financial Officer, to assume the role of PAO.

Mr. Farber has served as Executive Vice President and Chief Financial Officer since joining the Registrant in 2016. Prior to joining the Registrant, Mr. Farber served as Senior Vice President and Deputy Chief Financial Officer and then was appointed Chief Risk Officer, Commercial and Consumer Business at American International Group (“AIG”). Prior to AIG, Mr. Farber served as Chief Financial Officer of GAMCO Investors, Inc., a publicly traded asset manager, and previously held senior accounting and finance roles at The Bear Stearns Companies, Inc. He began his career at Deloitte & Touche LLP, rising to partner in the firm.

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.