Erie Indemnity (ERIE) Form 4 Shows Routine Deferred Share Award

Rhea-AI Filing Summary

On 31 Jul 2025, Erie Indemnity (ERIE) director Brian Arden Hudson Sr. filed Form 4 disclosing routine board compensation activity. Under the Outside Directors’ Deferred Compensation Plan he received 39.474 Class A share-credits (code J) at a reference price of $356.24. His deferred balance now totals 3,195.6 share-credits, each convertible 1-for-1 into Class A common stock when his board service ends; the instruments have no exercise or expiration dates.

The filing also lists 295 directly held Class A shares; no open-market purchases or sales were reported. Because the credits stem from a pre-arranged compensation plan and represent less than 0.1 % of Class A shares outstanding, the transaction is considered administrative and not materially market-moving.

Positive

• Director increased deferred share credits by 39.474 units, modestly aligning long-term interests with shareholders.

Negative

• Acquisition occurred via automatic compensation plan, not open-market buying, limiting its signaling value to investors.

Insights

Securities Analyst

TL;DR: Routine deferred-comp plan credit of 39.5 shares to ERIE director; negligible ownership change, neutral signal.

The transaction is coded “J,” indicating a non-discretionary award under the Outside Directors’ Deferred Compensation Plan. Hudson’s aggregate phantom share balance rises to ~3.2 k units, worth roughly $1.1 m at the reference price. Direct ownership of 295 physical shares remains unchanged. No cash outlay or open-market buying occurred, so the filing conveys no fresh view on valuation. Given ERIE’s ~52 m Class A float, dilution and control implications are immaterial. I view the disclosure as neutral.

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^*

Hudson Brian Arden Sr.

(Last) (First) (Middle)

4741 GREAT OAK LANE

(Street)

HARRISBURG PA 17110

(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								295	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(1)	07/31/2025		J(2)		39.474		(3)	(3)	Class A Common Stock	39.474	$356.24	3,195.6	D

Explanation of Responses:

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

2. Acquired under Directors' Deferred Compensation Plan.

3. 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 ERIE director Brian Hudson acquire on 31 Jul 2025?

He received 39.474 Class A share credits through the Outside Directors’ Deferred Compensation Plan.

How many ERIE share credits does the director now hold?

His deferred balance increased to 3,195.6 share credits.

Were any ERIE shares bought or sold on the open market?

No. The Form 4 shows no open-market transactions; only plan-based share credits were issued.

Does the filing affect Erie Indemnity's share count?

The credits convert later and have no immediate impact on the public float or dilution.

What is transaction code "J" on Form 4?

Code J denotes other acquisitions or dispositions, often automatic or non-market awards such as deferred comp credits.