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Erie Indemnity (NASDAQ: ERIE) director granted 65 deferred share credits

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hagen Thomas B reported acquisition or exercise transactions in this Form 4 filing.

Erie Indemnity Company director Thomas B. Hagen received 65 Directors' Deferred Compensation Share Credits on July 31, 2026 under the company's Outside Directors' Stock Plan, increasing his deferred share credit balance to 14,625.851. Each Share Credit represents the right to receive one share of Class A common stock when his board service ends.

The report also lists direct and indirect Class A and Class B holdings through family trusts, a family limited partnership, and the estate of Susan H. Hagen, with varying voting and investment powers, and Hagen disclaims beneficial ownership beyond his pecuniary interest.

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Insider Hagen Thomas B
Role Director
Type Security Shares Price Value
Other Directors' Deferred Compensation Share Credits F3, F4, F5 65 $242.04 $16K
holding Class B Common Stock F6, F1 -- -- --
holding Class B Common Stock F6 -- -- --
holding Class B Common Stock F6, F2 -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock F1 -- -- --
holding Class A Common Stock F2 -- -- --
holding Class A Common Stock F1 -- -- --
Holdings After Transaction: Directors' Deferred Compensation Share Credits — 14,625.851 shares (Direct); Class B Common Stock — 28,800 shares (Indirect, Susan Hagen Non-Exempt Marital Irrev); Class B Common Stock — 9,600 shares (Direct); Class B Common Stock — 415,200 shares (Indirect, Family L.P.); Class A Common Stock — 5,100 shares (Direct); Class A Common Stock — 6,658,800 shares (Indirect, Susan H. Hagen Non-Exempt Marital Irrev Trust); Class A Common Stock — 10,086,059 shares (Indirect, Family L.P.); Class A Common Stock — 12,230 shares (Indirect, Estate of Susan H. Hagen)
Footnotes (6)
  1. F1. These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
  2. F2. These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
  3. F3. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
  4. F4. Acquired under Directors' Deferred Compensation Plan.
  5. F5. The shares subject to this reporting are Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors' Stock 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's service as a Director of the Company ends. There are no exercisable or expiration dates for these securities.
  6. F6. Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.
Deferred share credits acquired 65.0000 share credits Directors' Deferred Compensation Share Credits acquired on 2026-07-31
Deferred share credits after transaction 14625.8510 share credits Total Directors' Deferred Compensation Share Credits following July 31, 2026 credit
Direct Class A holdings 5100.0000 shares Direct Erie Indemnity Class A Common Stock held by Thomas B. Hagen
Indirect Class A via Susan H. Hagen trust 6658800.0000 shares Class A shares in Susan H. Hagen Non-Exempt Marital Irrevocable Trust; Hagen is co-trustee and disclaims full beneficial ownership
Indirect Class A via Estate of Susan H. Hagen 12230.0000 shares Class A shares in Estate of Susan H. Hagen; Hagen is co-executor and disclaims full beneficial ownership
Indirect Class A via Hagen FLP 10086059.0000 shares Class A shares held by Hagen family limited partnership; Hagen has sole voting and investment power but disclaims full beneficial ownership
Underlying Class A from indirect Class B 28800.0000 underlying shares Underlying Class A shares linked to indirectly held Class B common stock convertible at 2,400:1
Directors' Deferred Compensation Share Credits financial
"security title "Directors' Deferred Compensation Share Credits" for derivative holdings"
Outside Directors' Stock Plan financial
"credited to the accounts of certain Directors pursuant to its Outside Directors' Stock Plan"
Family L.P. financial
"These shares are held by the Hagen FLP of which the reporting person is a Limited Partner"
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
beneficial ownership financial
"the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
irrevocable trust financial
"passed to an irrevocable trust of which this reporting person became co-trustee"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

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FAQ

What insider transaction did Erie Indemnity (ERIE) director Thomas B. Hagen report?

Thomas B. Hagen reported receiving 65 Directors' Deferred Compensation Share Credits on July 31, 2026. These Share Credits are awarded under Erie Indemnity’s Outside Directors' Stock Plan and each represents a right to receive one share of Class A common stock when his board service ends.

How many deferred share credits does Thomas B. Hagen hold in ERIE after this transaction?

After the July 31, 2026 credit, Hagen holds 14,625.851 Directors' Deferred Compensation Share Credits. These Share Credits track the value of Erie Indemnity Class A common stock and are settled in an equivalent number of shares when his service as a director concludes.

What Erie Indemnity (ERIE) Class A shares are tied to the estate and trusts of Susan H. Hagen?

Holdings include 6,658,800 Class A shares in the Susan H. Hagen Non-Exempt Marital Irrevocable Trust and 12,230 Class A shares in the Estate of Susan H. Hagen. Hagen is co-trustee and co-executor and disclaims beneficial ownership beyond his pecuniary interest.

How many Erie Indemnity (ERIE) Class A shares are held through the Hagen family limited partnership?

A family limited partnership (Hagen FLP) holds 10,086,059 Class A shares. Hagen is a limited partner and the general partner with sole investment and voting power but disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

What is the conversion feature between Erie Indemnity (ERIE) Class B and Class A common stock?

Class B common stock is convertible into Class A common stock at a rate of 2,400 Class A shares for each Class B share. This conversion can occur at any time and has no exercise price or expiration date under the company’s Articles of Incorporation.

What are Thomas B. Hagen’s direct Erie Indemnity (ERIE) Class A share holdings?

In addition to deferred share credits, Hagen directly holds 5,100 Class A common shares of Erie Indemnity. Further Class A and Class B interests are reported as indirect holdings through trusts, the estate of Susan H. Hagen, and a family limited partnership.
SEC Form 4
FORM 4UNITED 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*
Hagen Thomas B

(Last)(First)(Middle)
230 WEST 6TH STREET

(Street)
ERIE PENNSYLVANIA 16507-1319

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ ERIE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock5,100D
Class A Common Stock6,658,800ISusan H. Hagen Non-Exempt Marital Irrev Trust(1)
Class A Common Stock10,086,059IFamily L.P.(2)
Class A Common Stock12,230IEstate of Susan H. Hagen(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Directors' Deferred Compensation Share Credits$0(3)07/31/2026J(4)65 (5) (5)Class A Common Stock65$242.0414,625.851D
Class B Common Stock$0(6) (6) (6)Class A Common Stock28,80012ISusan Hagen Non-Exempt Marital Irrev(1)
Class B Common Stock$0(6) (6) (6)Class A Common Stock9,6004D
Class B Common Stock$0(6) (6) (6)Class A Common Stock415,200173IFamily L.P.(2)
Explanation of Responses:
1. These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
2. These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
3. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
4. Acquired under Directors' Deferred Compensation Plan.
5. The shares subject to this reporting are Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors' Stock 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's service as a Director of the Company ends. There are no exercisable or expiration dates for these securities.
6. Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.
Remarks:
Rebecca A. Buona, Power of Attorney08/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)