[Form 4] Erie Indemnity Co Insider Trading Activity

Rhea-AI Filing Summary

Willis Lease Finance Corp. (WLFC) – Form 144 notice of proposed insider sale

A Form 144 filing reports that Austin C. Willis intends to sell 3,450 common shares through Merrill Lynch on or about 01 July 2025. At the market price used in the form, the transaction is valued at $483,034. With 6,902,975 shares outstanding, the planned sale represents roughly 0.05 % of the company’s equity.

The shares were acquired 01 Apr 2024 as compensation; full payment was made in cash. The filing also discloses a history of monthly sales by the same insider over the prior three months:

• 02 Jun 2025 – 3,450 shares for $453,036
• 01 May 2025 – 3,450 shares for $521,910
• 02 Apr 2025 – 3,450 shares for $544,271

Total shares sold in the last quarter: 10,350, generating approximately $1.52 million in proceeds. The broker for the upcoming sale is Merrill Lynch (Palm Beach Gardens, FL); the shares are listed on NASD.

The filer certifies that no undisclosed material adverse information is known, as required under Rule 144. While the dollar amounts are meaningful for the individual, the disposal is modest relative to the company’s float and does not, by itself, alter Willis Lease Finance’s fundamentals. Nevertheless, continued insider selling may be monitored by investors as a sentiment indicator.

Positive

• Minimal dilution: 3,450 shares equal roughly 0.05 % of WLFC’s outstanding shares, posing no material impact on ownership structure.
• Regulatory transparency: The filing provides timely disclosure of insider intentions, allowing investors to track insider sentiment.

Negative

• Continued insider selling: The filer has already sold 10,350 shares in the past three months and plans an additional sale, which may be viewed negatively by some investors.

Insights

Corporate Governance Expert

TL;DR: Small-scale, recurring insider sales; signal is mildly cautionary but not financially material to WLFC.

Rule 144 filings give transparency to insider dispositions. This sale equals only 0.05 % of shares outstanding, so dilution and market-impact risk are trivial. However, the pattern—three monthly sales already executed plus another proposed—shows a continuing desire by the filer to monetize compensation stock. Persistent insider selling can affect investor sentiment even when volumes are low. No negative operational information is alleged, and the form meets compliance requirements. Overall impact is neutral with a slight governance watch-flag.

Portfolio Manager

TL;DR: Transaction too small to move WLFC valuation; treat as routine liquidity event.

The upcoming $483K sale is insignificant versus WLFC’s market cap and daily trading volume. Aggregate sales of $1.52 million over three months remain immaterial. Liquidity overhang is negligible, and no pricing discount should be expected. Unless insider selling accelerates or involves larger percentages, the filing does not alter portfolio positioning. I classify the event as non-impactful.

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)
06/30/2025

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	06/30/2025		J(1)		3.74	A	$346.79	1,082.176	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	1,259.637		1,259.637	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:

	Chandra M. Burns, Power of Attorney	07/01/2025
	** 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

How many WLFC shares are being sold in the new Form 144 filing?

The filing covers 3,450 common shares proposed for sale.

What is the estimated value of the WLFC shares to be sold?

The aggregate market value listed is $483,034.

What percentage of Willis Lease Finance’s outstanding shares does the sale represent?

Approximately 0.05 % of the 6,902,975 shares outstanding.

Who is the insider selling WLFC stock and through which broker?

The seller is Austin C. Willis, using Merrill Lynch, Palm Beach Gardens, FL.

Have there been recent WLFC insider sales prior to this notice?

Yes. The same insider sold 3,450 shares each on 02 Jun 2025, 01 May 2025 and 02 Apr 2025, totaling 10,350 shares.

When were the shares being sold originally acquired?

They were acquired on 01 April 2024 as compensation.