Form 4: Director Hagen Updates Erie Indemnity Beneficial Ownership

Erie Indemnity Co. Director Thomas B. Hagen reports updated beneficial ownership, including significant indirect holdings and deferred compensation share credits.

Summary

• Thomas B. Hagen, a Director of Erie Indemnity Co. (ERIE), filed a Statement of Changes in Beneficial Ownership (Form 4).
• The filing details beneficial ownership of Class A Common Stock and Class B Common Stock, as well as Directors' Deferred Compensation Share Credits.
• Direct ownership of Class A Common Stock is 5,100 shares.
• Indirect ownership of Class A Common Stock includes 6,658,800 shares via the Susan H. Hagen Non-Exempt Marital Irrev Trust, 10,086,059 shares via Family L.P., and 12,230 shares via the Estate of Susan H. Hagen.
• Direct ownership of Class B Common Stock is 4 shares.
• Indirect ownership of Class B Common Stock includes 12 shares via the Susan Hagen Non-Exempt Marital Irrev and 173 shares via Family L.P.
• The reporting person holds 14,299.307 Directors' Deferred Compensation Share Credits, which represent the right to receive an equivalent number of Class A Common Stock shares upon termination of service as a Director.
• Class B Common Stock is convertible to Class A Common Stock at a rate of 2,400 Class A shares for each Class B share, with no specific exercise price or expiration date for this conversion feature.
• The earliest transaction date listed is January 21, 2026, related to the acquisition of share credits under dividend reinvestment for the Directors' Deferred Compensation Plan.

Sentiment

Score: 7

Explanation: The filing indicates a director's continued significant beneficial ownership and accumulation of share credits through a deferred compensation plan, suggesting ongoing alignment with company performance, though it does not report new open-market purchases or sales.

Positives

• The Director maintains significant beneficial ownership, including substantial indirect holdings, which aligns management interests with shareholders.
• Accumulation of 74.737 Directors' Deferred Compensation Share Credits through dividend reinvestment indicates continued participation in the company's long-term incentive plans.

Negatives

• The filing does not report any direct open-market purchases of company stock by the Director.

Risks

• The reporting person disclaims beneficial ownership of certain indirect holdings (shares held by trusts and Family L.P.) except to the extent of his pecuniary interest, which is a standard disclaimer but highlights the complex nature of beneficial ownership for Section 16 purposes.

Future Outlook

The filing does not provide forward-looking statements regarding the company's financial performance or strategic direction. The future date of 01/21/2026 relates to the acquisition of share credits under a deferred compensation plan.

Management Comments

• "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." (This statement is made regarding indirect holdings through trusts and the Family L.P.)

Industry Context

This Form 4 filing is specific to an individual director's beneficial ownership and does not provide broader industry context or trends. It reflects an insider's holdings within the insurance industry.

Related Party Transactions

• Indirect beneficial ownership through the Susan H. Hagen Non-Exempt Marital Irrev Trust and the Estate of Susan H. Hagen (related to the deceased spouse of the reporting person).
• Indirect beneficial ownership through the Hagen FLP (Family L.P.) where the reporting person is a Limited Partner and the General Partner with sole investment and voting powers.

Stakeholder Impact

• Shareholders: The continued significant beneficial ownership by a director, including through deferred compensation, generally signals strong alignment of management interests with shareholder value.

Next Steps

• The Directors' Deferred Compensation Share Credits will be converted into an equivalent number of Class A Common Stock shares when the reporting individual's service as a Director of the Company ends.

Key Dates

Recommendation

The filing primarily updates a director's beneficial ownership, including significant indirect holdings and routine accumulation of share credits through a deferred compensation plan. It does not indicate any new open-market purchases or sales that would significantly alter the investment thesis, thus a 'hold' recommendation is appropriate, reflecting continued insider alignment without new catalysts.

Keywords

Erie Indemnity Co, ERIE, Form 4, beneficial ownership, director holdings, insider ownership, deferred compensation, Class A Common Stock, Class B Common Stock