[Form 4] Erie Indemnity Co Insider Trading Activity

Rhea-AI Filing Summary

Director Thomas B. Hagen filed a Form 4 on 07/24/2025 covering activity dated 07/22/2025. The only reportable event was the automatic crediting of 53.2 share credits (code J – dividend reinvestment) under the Outside Directors’ Deferred Compensation Plan at an imputed price of $364.10 per share, lifting his deferred-comp balance to 14,085.962 share credits.

No open-market purchases or sales of ERIE stock were disclosed. After the filing, Hagen reports 5,100 Class A shares held directly and 16.76 million Class A shares held indirectly through family trusts, estate and a family limited partnership. He also lists derivative holdings in Class B stock convertible into 453,600 Class A shares. The transactions are routine, do not alter his economic exposure and carry no immediate valuation impact for outside shareholders.

Insights

Securities Analyst

TL;DR: Routine dividend-reinvestment credit; no buying or selling signal.

The filing is administrative. Code J indicates an automatic share-credit accrual under a director compensation plan rather than a discretionary transaction. Hagen’s massive indirect stake—about 16.8 million Class A shares—remains unchanged, preserving his significant influence. Absence of open-market activity suggests no directional view on ERIE’s valuation. For liquidity or control considerations, nothing in this Form 4 alters the investment thesis.

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

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

1. Name and Address of Reporting Person^*

Hagen Thomas B

(Last) (First) (Middle)

230 WEST 6TH STREET

(Street)

ERIE PA 16507-1319

(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)
07/22/2025

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								5,100	D
Class A Common Stock								6,658,800	I	Susan H. Hagen Non-Exempt Marital Irrev Trust(1)
Class A Common Stock								10,086,059	I	Family L.P.(2)
Class A Common Stock								12,230	I	Estate 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Directors' Deferred Compensation Share Credits	$0(3)	07/22/2025		J(4)		53.2		(5)	(5)	Class A Common Stock	53.2	$364.1	14,085.962	D
Class B Common Stock	$0(6)							(6)	(6)	Class A Common Stock	28,800		12	I	Susan Hagen Non-Exempt Marital Irrev(1)
Class B Common Stock	$0(6)							(6)	(6)	Class A Common Stock	9,600		4	D
Class B Common Stock	$0(6)							(6)	(6)	Class A Common Stock	415,200		173	I	Family 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 dividend reinvestment for 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 Attorney	07/24/2025
	** 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).
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FAQ

What did ERIE director Thomas B. Hagen report in the latest Form 4?

He received 53.2 share credits via dividend reinvestment under the Outside Directors’ Deferred Compensation Plan; no shares were bought or sold.

How many ERIE Class A shares does Hagen now own or control?

The filing lists 5,100 shares directly and 16.76 million shares indirectly through trusts and a family limited partnership.

Were any ERIE shares sold in this Form 4?

No. The only entry was a credit of share units; there were no dispositions of Class A or Class B shares.

Does the Form 4 indicate a change in Hagen’s voting power at ERIE?

No. Holdings and associated voting rights remain effectively the same; the filing is procedural.

What is the significance of the Class B shares mentioned?

Class B shares are convertible 1:2,400 into Class A shares. Hagen’s derivative holdings equal 453,600 potential Class A shares but were unchanged.