Erie Indemnity insider filing: 3.433-share purchase and 1,264.359 deferred credits

Rhea-AI Filing Summary

Erie Indemnity Company Form 4 summary: Executive Vice President Cody Cook reported two items on 08/31/2025. A participant-directed 401(k) transaction recorded a purchase of 3.433 shares of Class A common stock at $354.38 per share. After that transaction he beneficially owned 1,092.262 shares directly. Separately, Mr. Cook has 1,264.359 share credits under the company’s Incentive Compensation Deferral Plan, which represent the right to receive equivalent Class A shares upon separation from service and have no exercise or expiration dates.

Positive

• Insider increased ownership via a purchase (3.433 shares at $354.38), indicating personal investment in company stock
• Significant deferred equity holdings (1,264.359 Share Credits) align management incentives with long-term company performance

Negative

• Purchased amount is immaterial relative to total outstanding shares and unlikely to change investor perceptions materially
• Share Credits are not exercisable and convert only upon separation, so they provide no immediate liquidity or voting influence

Insights

Corporate Governance Expert

TL;DR: Routine insider purchase and deferred-comp holdings; limited immediate governance impact.

The Form 4 documents a small, participant-directed purchase within a 401(k) plan and outstanding deferred-share credits. The 3.433-share purchase at $354.38 is immaterial to share count and voting control but signals continued share accumulation by management. The 1,264.359 share credits under the Incentive Compensation Deferral Plan are compensation-related and not currently exercisable, so they do not immediately affect voting or liquidity. This is a routine disclosure consistent with executive compensation and retirement deferral practices.

Compensation & Benefits Analyst

TL;DR: Deferred share credits reflect long-term incentive alignment; credits convert to shares upon separation.

The report clarifies that certain compensation is delivered as Share Credits that convert to Class A shares only when the participant retires or separates. These credits (1,264.359) indicate material deferred equity exposure for the reporting individual but are non‑exercisable and have no expiration. From a pay‑design perspective, this aligns executive reward with long-term retention but does not provide immediate share dilution or tradable equity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cook Cody

(Last) (First) (Middle)

100 ERIE INSURANCE PLACE

(Street)

ERIE PA 16530

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ ERIE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/31/2025		J(1)		3.433	A	$354.38	1,092.262	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Compensation Deferral Plan Share Credits	(2)							(3)	(3)	Class A Common Stock	1,264.359		1,264.359	D

Explanation of Responses:

1. Participant directed transaction under 401(k) Plan.

2. Conversion price is not applicable to shares granted under the Erie Indemnity Company Incentive Compensation Deferral Plan.

3. The shares subject to this reporting are Share Credits which are periodically credited to the accounts of a select group of management and highly compensated employees of Erie Indemnity Company pursuant to its Incentive Compensation Deferral Plan. These Share Credits represent the right to receive an equivalent number of shares of Erie Indemnity Company Class A common stock when the reporting individual retires or otherwise separates from service with the Company. There are no exercisable or expiration dates for these securities.

Remarks:

	Rebecca A. Buona, Power of Attorney	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Cody Cook report on Form 4 for ERIE?

He reported a participant-directed 401(k) purchase of 3.433 Class A shares at $354.38 on 08/31/2025.

How many shares does Cody Cook beneficially own after the reported transaction?

He beneficially owned 1,092.262 Class A shares directly following the transaction.

What are the Incentive Compensation Deferral Plan Share Credits reported?

He has 1,264.359 Share Credits that represent rights to receive an equivalent number of Class A shares upon retirement or separation; they have no exercise or expiration dates.

Did the Form 4 indicate any exercised or expiring derivative securities?

No. The Share Credits have no exercise or expiration dates and the report lists no exercised options or expiring derivatives.

When were the reported transactions dated?

The transactions are dated 08/31/2025, and the Form 4 was signed via power of attorney on 09/02/2025.