Form 4: ERIE Director Boosts Holdings via Deferred Comp Plan

Erie Indemnity Co. Director Jonathan Hirt Hagen reported an acquisition of deferred compensation share credits and existing beneficial ownership of Class A and Class B common stock.

Summary

• Director Jonathan Hirt Hagen reported changes in beneficial ownership of Erie Indemnity Co. securities.
• On October 31, 2025, Hagen acquired 39.474 Directors' Deferred Compensation Share Credits, a transaction made pursuant to a Rule 10b5-1(c) plan.
• These Share Credits represent the right to receive an equivalent number of Class A Common Stock shares when Hagen's service as a Director ends, with no exercisable or expiration dates.
• The value associated with these acquired share credits was $292.64 per credit.
• Following this transaction, Hagen directly beneficially owns 16,729.698 Directors' Deferred Compensation Share Credits.
• Hagen directly beneficially owns 223,130 shares of Class A Common Stock.
• Indirect beneficial ownership includes 200 Class A Common Stock shares held by a daughter and 200 Class A Common Stock shares held by a son, for which Hagen disclaims beneficial ownership.
• Hagen also reported existing beneficial ownership of Class B Common Stock, which is convertible into Class A Common Stock at a rate of 2,400 Class A shares for each Class B share.
• Indirect Class B holdings through various trusts amount to 2,340 shares, convertible to 5,616,000 Class A shares.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event for the director's compensation and alignment with the company, but it's not a major market-moving event. It reflects stability and standard corporate governance practices.

Positives

• Director Jonathan Hirt Hagen increased his beneficial ownership in the company through the acquisition of 39.474 Directors' Deferred Compensation Share Credits.
• The acquisition is part of a pre-planned arrangement under Rule 10b5-1(c), indicating structured and expected compensation.
• The deferred compensation plan aligns the director's long-term interests with the company's performance, as share credits convert to Class A common stock upon service termination.

Future Outlook

The acquisition of share credits under the Directors' Deferred Compensation Plan indicates a continued alignment of the director's long-term interests with the company's performance, as these credits convert to Class A common stock upon the director's service termination.

Management Comments

• The reporting person disclaims beneficial ownership of reported securities held by family members, stating that the report should not be deemed an admission of beneficial ownership for Section 16 or for any other purpose.
• 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.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across publicly traded companies. It reflects a director's participation in a standard deferred compensation plan, aligning executive incentives with long-term shareholder value, a common practice in the insurance industry.

Comparison to Industry Standards

• Deferred compensation plans for directors, where compensation is paid in company stock or stock equivalents, are a standard practice in the U.S. corporate landscape, particularly within the financial and insurance sectors.
• This aligns with best practices for corporate governance by linking director incentives to long-term company performance, similar to plans seen at peers like Progressive (PGR) or Allstate (ALL), though specific plan details and conversion rates vary by company.

Stakeholder Impact

• Shareholders: The acquisition of share credits by a director aligns management's interests with long-term shareholder value, potentially fostering confidence.
• Employees: No direct impact on employees is mentioned in this filing.

Next Steps

• The acquired Directors' Deferred Compensation Share Credits will convert into Class A Common Stock upon the termination of the director's service.

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of deferred compensation share credits by a director, which is a standard part of executive compensation and aligns the director's interests with the company's long-term performance. It does not present new information that would fundamentally alter the investment thesis for Erie Indemnity Co., thus a 'hold' recommendation is appropriate as it confirms ongoing corporate governance practices without indicating significant new catalysts or risks.

Keywords

ERIE Indemnity, Jonathan Hirt Hagen, Form 4, Insider Transaction, Director Compensation, Share Credits, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Deferred Compensation, Rule 10b5-1