Erie Indemnity (ERIE) director updates deferred and indirect holdings

Rhea-AI Filing Summary

Erie Indemnity Company director Thomas B. Hagen reported a routine update to his equity-based compensation and related holdings. On January 31, 2026, his account received 39.474 Directors' Deferred Compensation Share Credits at $283.01 per share credit, increasing his total to 14,338.781 derivative share credits. These credits represent the right to receive an equivalent number of Erie Indemnity Class A common shares when his board service ends and have no set exercise or expiration dates.

The filing also lists substantial indirect holdings of Erie Indemnity Class A and Class B common stock through the Susan H. Hagen Non-Exempt Marital Irrevocable Trust, the Estate of Susan H. Hagen, and the Hagen Family L.P. Footnotes state that these shares are held by those entities and that Hagen disclaims beneficial ownership beyond his pecuniary interest.

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).

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)
01/31/2026

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)	01/31/2026		J(4)		39.474		(5)	(5)	Class A Common Stock	39.474	$283.01	14,338.781	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	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Thomas B. Hagen report at Erie Indemnity (ERIE)?

Thomas B. Hagen reported receiving 39.474 Directors' Deferred Compensation Share Credits at $283.01 each. These are derivative share credits that will convert into an equal number of Erie Indemnity Class A common shares when his board service ends, with no expiration date.

How many deferred share credits does Thomas B. Hagen now hold at Erie Indemnity?

After the January 31, 2026 credit, Thomas B. Hagen holds 14,338.781 Directors' Deferred Compensation Share Credits. Each credit represents a right to receive one share of Erie Indemnity Class A common stock when his service as a director concludes, under the outside directors’ stock plan.

What types of Erie Indemnity shares are covered in this Form 4 filing?

The filing covers Erie Indemnity Class A common stock, Class B common stock, and Directors' Deferred Compensation Share Credits. Class B voting shares are convertible into Class A non-voting shares at a rate of 2,400 Class A shares for each Class B share, with no set expiration date.

How are Thomas B. Hagen’s indirect Erie Indemnity holdings structured?

Indirect Erie Indemnity holdings are reported through the Susan H. Hagen Non-Exempt Marital Irrevocable Trust, the Estate of Susan H. Hagen, and the Hagen Family L.P. The filing notes Hagen’s roles in these entities and states he disclaims beneficial ownership beyond his pecuniary interest in their securities.

Does this Erie Indemnity Form 4 indicate any stock sales by Thomas B. Hagen?

The Form 4 does not report stock sales by Thomas B. Hagen. It shows a credit of 39.474 deferred share credits under the directors’ compensation plan and lists existing direct and indirect holdings in Erie Indemnity Class A and Class B shares, with explanatory ownership footnotes.

What is the significance of the Class B to Class A conversion feature at Erie Indemnity?

Erie Indemnity Class B voting shares are convertible into Class A non-voting shares at 2,400 Class A shares for each Class B share. The filing states there is no exercise price or expiration date for this conversion, providing structural flexibility for holders of Class B stock.