ERIE Insider Filing: Cody Cook Buys Shares and Receives Deferred Share Credits

Rhea-AI Filing Summary

Erie Indemnity Co. (ERIE) Form 4: Executive Vice President Cody Cook reported an individual insider purchase and additional deferred share credits. On 09/30/2025 he acquired 4.815 Class A shares at $318.16 through a participant-directed 401(k) transaction, leaving him with 1,097.077 Class A shares beneficially owned. Separately, 1,264.359 share credits under the companys Incentive Compensation Deferral Plan were reported; these represent rights to receive an equal number of Class A shares upon separation or retirement and have no exercise or expiration dates.

Positive

• Officer acquired Class A shares (4.815 shares at $318.16), indicating continued personal investment in the company
• 1,264.359 share credits under the Incentive Compensation Deferral Plan align management interests with long-term shareholder value
• Transactions were reported promptly on a single Form 4 with a Power of Attorney signature, showing regulatory compliance

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider buy via 401(k) and material deferred share credits increase executive alignment without immediate dilution.

The reported purchase of 4.815 Class A shares at $318.16 is a routine, participant-directed 401(k) transaction and is immaterial by itself relative to typical market volumes. More meaningful are the 1,264.359 share credits under the Incentive Compensation Deferral Plan, which increase the executives future entitlement to equity. These credits do not convert to shares until separation, carry no exercise price, and therefore represent deferred compensation rather than outstanding dilution.

Corporate Governance Specialist

TL;DR: Share credits signal retention-focused compensation; governance impact is routine and disclosed appropriately.

The filing shows standard, disclosed use of an incentive deferral plan for management-level retention. The lack of exercise or expiration dates for share credits is consistent with long-term retention mechanisms. The transactions were reported on a single Form 4 and executed by one reporting person, with a power of attorney signature present, indicating compliance with Section 16 reporting requirements.

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).

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)
09/30/2025

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	09/30/2025		J(1)		4.815	A	$318.16	1,097.077	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	10/01/2025
	** 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 insider activity did ERIE (ERIE) report on this Form 4?

Executive Vice President Cody Cook reported acquiring 4.815 Class A shares at $318.16 on 09/30/2025 and holding 1,097.077 Class A shares after the transaction, plus 1,264.359 share credits under the Incentive Compensation Deferral Plan.

What are the share credits reported on the Form 4?

The share credits are rights under the Incentive Compensation Deferral Plan to receive an equivalent number of Class A common shares upon retirement or separation; they have no exercise or expiration dates.

Was the Class A share purchase a market trade or plan-directed?

The 4.815 share acquisition was a participant-directed 401(k) Plan transaction, not an open-market discretionary purchase.

Does the filing show any immediate dilution from the deferred credits?

No immediate dilution is shown; the share credits convert only upon separation or retirement, so they are not currently outstanding shares.

Who signed the Form 4 filing for Cody Cook?

The filing bears the signature of Rebecca A. Buona, Power of Attorney dated 10/01/2025, indicating POA execution of the submission.