THGHANOVER INSURANCE GROUP, INC.

Fire, Marine & Casualty Insurance

Revenue: $6.6B; 5.7% YoY
Operating margin: 14.1%; 36% YoY
EBITDA: $933M; 43% YoY
Market cap: $8.3B
Employees: 4,900; $1M revenue each
Net debt / EBITDA: 0.4×; $338M net debt
AI in 10-K: 1.2; mentions per 10K words

Takeover score 1 of 13

Fixable underperformance 0 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
178% of net income
Cash flow under 80% of net income
Dilutive SBCNo
1% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
22% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
1% of assets
Over 40% of assets
Shareholder dissentNo
98% lowest support
Any vote under 80% support

Buyer economics 0 of 4

Low revenue per employeeNo
$1M · 47th pct
Bottom quartile of its SIC industry
Quiet on AINo
1.2 per 10K words · 39th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
0.4× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$8.3B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$16M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$5.2B	$5.5B	$6.0B	$6.2B	$6.6B	5.7%
Operating income	$432M	$285M	$106M	$650M	$933M	44%
Net income	$423M	$116M	$35M	$426M	$663M	56%
Operating cash flow	$824M	$722M	$362M	$806M	$1.2B	46%
Capex	$8M	$18M	$12M	$10M	$8M	25%
Stock-based comp	$23M	$29M	$31M	$31M	$36M	15%
Buybacks	$163M	$31M	$0	$27M	$129M	384%
Dividends	$102M	$109M	$117M	$124M	$131M	5.2%

Deal filings

None.

13D filers

None on file.

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $16M · 30
Net: −$16M

Pay vs performance

No pay-versus-performance disclosure yet.