Erie Indemnity Insider Update: Routine Share-Credit Grant to Director Connell

Rhea-AI Filing Summary

Form 4 filing for Erie Indemnity Co. (ERIE) – Director Eugene C. Connell

• Transaction date: 07/31/2025
• Transaction code: J – share credits acquired under the Outside Directors’ Deferred Compensation Plan (routine, non-open-market).
• Derivative acquisition: 39.474 Directors’ Deferred Compensation Share Credits at an accounting price of $356.24 each. Post-transaction derivative holdings rise to 3,195.602 share credits.
• Non-derivative holdings: 17,433.246 Class A common shares held directly and 2,462.602 shares held indirectly through children. No open-market buy/sell of common stock disclosed.
• The share credits convert 1-for-1 into Class A common stock when board service ends and have no expiration.

The filing reflects routine director compensation and modest incremental ownership (≈0.03% of ERIE’s Class A float). No material impact on capital structure or insider sentiment indicators.

Insights

Financial Analyst

TL;DR: Routine director share-credit grant; negligible size; neutral for investors.

Code J signals a board-compensation accrual, not a discretionary purchase. The 39.474 credits add roughly $14k in notional value—immaterial against ERIE’s ~$17 bn market cap. Connell’s direct stake of 17.4k shares remains unchanged, so no fresh buy/sell signal. The filing marginally increases alignment but offers no insight into fundamentals, liquidity, or earnings. I classify the disclosure as not impactful for valuation or sentiment.

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^*

CONNELL EUGENE C

(Last) (First) (Middle)

785 HUNTINGTON DRIVE

(Street)

ERIE PA 16505

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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								2,462.602	I	By Children(1)
Class A Common Stock								17,433.246	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
Directors' Deferred Compensation Share Credits	$0(2)	07/31/2025		J(3)		39.474		(4)	(4)	Class A Common Stock	39.474	$356.24	3,195.602	D

Explanation of Responses:

1. Shares held by Reporting Person's children living in his household. The Reporting Person disclaims beneficial ownership of these reported securities, therefore this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

2. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.

3. Acquired under Directors' Deferred Compensation Plan.

4. 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.

Remarks:

	Rebecca A. Buona, Power of Attorney	08/01/2025
	** 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 did Director Eugene C. Connell acquire in the 07/31/2025 Form 4 for ERIE?

He received 39.474 Deferred Compensation Share Credits under ERIE’s Outside Directors’ Plan.

Is the ERIE Form 4 a purchase or sale of common stock?

No open-market purchase or sale was reported; only a compensation-related share-credit accrual was disclosed.

How many ERIE Class A shares does Connell now own directly?

After the filing, he continues to hold 17,433.246 shares directly.

What does transaction code "J" mean on an SEC Form 4?

Code J denotes an acquisition or disposition not linked to the open market, typically under a compensation arrangement.

Do the share credits have an expiration date?

No. The credits convert 1-for-1 into Class A shares when the director’s service ends; they have no expiration.