[Form 4] Erie Indemnity Co Insider Trading Activity

Rhea-AI Filing Summary

Stryker (SYK) 2Q 2025 10-Q highlights: Net sales grew 11.1 % YoY to $6.02 bn, led by MedSurg & Neurotechnology (+17 %) while Orthopaedics inched up 2 %. Constant-currency growth was 10.3 %. Gross margin rose 80 bps to 63.8 %, but operating margin slipped 90 bps to 18.5 % as acquisition-related amortization and inventory step-ups offset scale gains. Net earnings increased 7 % to $884 m; diluted EPS reached $2.29 (+$0.15).

Six-month view: Revenue advanced 11.5 % to $11.89 bn, yet net income fell 4.6 % to $1.54 bn and EPS to $3.98, pressured by SG&A (+19 %), $99 m inventory fair-value charges and $90 m impairments. The $4.81 bn Inari acquisition (Feb-25) lifted Vascular sales 42 % YTD, but cut cash to $2.38 bn (-$1.28 bn YTD) and pushed total debt to $16.58 bn (+22 %) after $3 bn of new notes. Goodwill jumped to $19.18 bn (+$3.33 bn). Operating cash flow strengthened 63 % to $1.36 bn on working-capital gains. Effective tax rate declined to 13.0 % (vs 17.3 %) due to disposition-related benefits. Spinal Implants divestiture closed in April; related assets removed and valuation allowance recorded.

Insights

Equity Research Analyst

TL;DR – Solid top-line beat, but margins diluted by acquisitions and higher leverage.

Double-digit revenue growth underscores durable procedure volumes and rapid integration of Inari, which already adds >4 pts to group sales. Gross margin expansion is encouraging, yet the 90 bp operating margin erosion and 19 % SG&A jump highlight acquisition costs and inflationary wage pressure. EPS growth trails sales (7 % vs 11 %), and six-month EPS is down, pointing to digestion phase. Cash generation recovered, but free cash was fully redeployed, leaving net leverage near 1.9× EBITDA. Management will need to realise cost synergies and restore margin trajectory for shares to rerate further.

Credit Analyst

TL;DR – Leverage rises; credit metrics weaken despite higher cash flow.

Debt ballooned to $16.6 bn after new multi-tranche issuance, raising gross leverage by roughly 70 bps. Cash fell $1.3 bn, but liquidity remains adequate with $2.9 bn unused revolver and improved OCF. Interest cover still healthy (>10×), yet goodwill now 41 % of assets, elevating impairment risk. Outlook hinges on smooth Inari integration and sustained mid-teens MedSurg growth to delever organically.

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^*

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)
07/31/2025

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								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)	07/31/2025		J(4)		39.474		(5)	(5)	Class A Common Stock	39.474	$356.24	14,125.436	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 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	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).
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