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Erie Indemnity director acquires 88.135 share credits

The credits are rights to receive an equivalent number of Class A shares when Hagen's service as a director ends.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Erie Indemnity Company director Thomas B. Hagen reported acquiring 88.135 Directors' Deferred Compensation Share Credits on October 20, 2026, through dividend reinvestment. His reported direct balance following the transaction was 14,713.986 share credits.

Insider Hagen Thomas B
Role Director
Type Security Shares Price Value
Other Directors' Deferred Compensation Share Credits F3, F4, F5 88.135 $245.935 $22K
holding Class B Common Stock F6, F1 -- -- --
holding Class B Common Stock F6 -- -- --
holding Class B Common Stock F6, F2 -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock F1 -- -- --
holding Class A Common Stock F2 -- -- --
holding Class A Common Stock F1 -- -- --
Holdings After Transaction: Directors' Deferred Compensation Share Credits — 14,713.986 contracts (Direct); Class B Common Stock — 12 contracts for 28,800 underlying shares (Indirect, Susan Hagen Non-Exempt Marital Irrev); Class B Common Stock — 4 contracts for 9,600 underlying shares (Direct); Class B Common Stock — 173 contracts for 415,200 underlying shares (Indirect, Family L.P.); Class A Common Stock — 5,100 shares (Direct); Class A Common Stock — 6,658,800 shares (Indirect, Susan H. Hagen Non-Exempt Marital Irrev Trust); Class A Common Stock — 10,086,059 shares (Indirect, Family L.P.); Class A Common Stock — 12,230 shares (Indirect, Estate of Susan H. Hagen)
Footnotes (6)
  1. F1. 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. F2. 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. F3. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
  4. F4. Acquired under dividend reinvestment for Directors' Deferred Compensation Plan.
  5. F5. 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. F6. 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.
Share credits acquired 88.135 share credits Directors' Deferred Compensation Share Credits acquired October 20, 2026
Direct share-credit balance 14,713.986 share credits Reported following the October 20, 2026 transaction
Direct Class A shares 5,100 shares Reported holdings as of October 20, 2026
Class A shares held in trust 6,658,800 shares Reported indirect holding as of October 20, 2026; the reporting person was a co-trustee sharing voting and investment powers and disclaimed beneficial ownership except to the extent of his pecuniary interest
Class A shares held by Hagen FLP 10,086,059 shares Reported indirect holding as of October 20, 2026; the reporting person disclaimed beneficial ownership except to the extent of his pecuniary interest
Class A shares held by Susan H. Hagen's estate 12,230 shares Reported indirect holding as of October 20, 2026; the reporting person was a co-executor sharing voting and investment powers and disclaimed beneficial ownership except to the extent of his pecuniary interest
Class B-to-Class A conversion rate 2,400 Class A shares per Class B share Conversion feature in Erie Indemnity Company's articles of incorporation
Directors' Deferred Compensation Share Credits financial
"These shares subject to this reporting are Share Credits"
dividend reinvestment financial
"Acquired under dividend reinvestment"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Outside Directors' Stock Plan financial
"pursuant to its Outside Directors' Stock Plan"
conversion rate financial
"at a conversion rate of 2,400 shares of Class A Stock"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
beneficial ownership regulatory
"disclaims beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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What did ERIE director Thomas B. Hagen report acquiring?

Thomas B. Hagen reported acquiring 88.135 Directors' Deferred Compensation Share Credits on October 20, 2026, through dividend reinvestment. His reported direct balance following the transaction was 14,713.986 share credits.

How are ERIE Class B shares convertible to Class A?

Erie Indemnity Company's articles provide that voting Class B Common Stock is convertible at any time into non-voting Class A Common Stock at a rate of 2,400 Class A shares for each Class B share. The conversion feature has no specific exercise price or exercise or expiration dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 PENNSYLVANIA 16507-1319

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ ERIE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock5,100D
Class A Common Stock6,658,800ISusan H. Hagen Non-Exempt Marital Irrev Trust(1)
Class A Common Stock10,086,059IFamily L.P.(2)
Class A Common Stock12,230IEstate 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Directors' Deferred Compensation Share Credits$0(3)10/20/2026J(4)88.135 (5) (5)Class A Common Stock88.135$245.93514,713.986D
Class B Common Stock$0(6) (6) (6)Class A Common Stock28,80012ISusan Hagen Non-Exempt Marital Irrev(1)
Class B Common Stock$0(6) (6) (6)Class A Common Stock9,6004D
Class B Common Stock$0(6) (6) (6)Class A Common Stock415,200173IFamily 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 Attorney10/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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