Form 4: Erie Indemnity Director Reports Significant Indirect Holdings

Thomas B. Hagen, a Director at Erie Indemnity Co., filed a Form 4 detailing substantial direct and indirect beneficial ownership of Class A and Class B common stock, including recent acquisition of deferred compensation share credits.

Summary

• Thomas B. Hagen, a Director of Erie Indemnity Co. (ERIE), reported his beneficial ownership of company securities.
• Directly owns 5,100 shares of Class A Common Stock.
• Indirectly owns 6,658,800 Class A shares through the Susan H. Hagen Non-Exempt Marital Irrev Trust, where he is a co-trustee.
• Indirectly owns 10,086,059 Class A shares through the Family L.P., where he is a Limited Partner and General Partner.
• Indirectly owns 12,230 Class A shares through the Estate of Susan H. Hagen, where he is a co-executor.
• Acquired 39.474 Directors' Deferred Compensation Share Credits on October 31, 2025, which represent the right to receive an equivalent number of Class A Common Stock shares upon the end of his directorship.
• Directly holds 9,600 shares of Class B Common Stock.
• Indirectly holds 28,800 Class B shares through the Susan Hagen Non-Exempt Marital Irrev Trust.
• Indirectly holds 415,200 Class B shares through the Family L.P.
• 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.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, as it primarily reports existing beneficial ownership and the acquisition of deferred compensation share credits, indicating continued alignment of a key director's interests with the company's long-term performance. No negative transactions were reported.

Positives

• Director Thomas B. Hagen maintains significant beneficial ownership, aligning his interests with shareholders.
• The acquisition of 39.474 Directors' Deferred Compensation Share Credits indicates continued participation in the company's long-term incentive plans.

Negatives

• No specific negative events or transactions were reported.

Risks

• No specific risks were detailed in this Form 4 filing, which primarily reports beneficial ownership.

Future Outlook

The filing indicates that Directors' Deferred Compensation Share Credits will convert into Class A Common Stock upon the reporting individual's cessation of service as a Director, providing a future equity payout.

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.

Industry Context

This Form 4 filing provides transparency into the beneficial ownership structure of a key director at Erie Indemnity Co., a standard practice in the insurance industry to disclose insider holdings and align management interests with shareholders.

Comparison to Industry Standards

• The reporting of beneficial ownership through trusts and limited partnerships is a common practice among long-standing executives and directors in the financial and insurance sectors, such as those seen in filings from companies like Progressive Corporation or Allstate.
• The conversion feature of Class B to Class A stock is a specific corporate governance mechanism, often used to maintain voting control within founding families or long-term stakeholders, similar to structures observed in companies like Berkshire Hathaway (Class A/B shares) or Ford Motor Company (family voting control).

Related Party Transactions

• Indirect beneficial ownership through the Susan H. Hagen Non-Exempt Marital Irrev Trust, where Thomas B. Hagen is a co-trustee.
• Indirect beneficial ownership through the Family L.P., where Thomas B. Hagen is a Limited Partner and General Partner.
• Indirect beneficial ownership through the Estate of Susan H. Hagen, where Thomas B. Hagen is a co-executor.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's significant direct and indirect holdings, which can influence investor confidence and perception of management alignment.

Next Steps

• The Directors' Deferred Compensation Share Credits will convert to Class A Common Stock upon the reporting individual's end of service as a Director.

Key Dates

Recommendation

This Form 4 filing primarily provides transparency on a director's beneficial ownership and the acquisition of deferred compensation share credits. It does not contain information that would fundamentally alter the investment thesis for Erie Indemnity Co. The significant insider holdings suggest alignment of interests, but without additional financial or operational data, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further company developments.

Keywords

Erie Indemnity Co., ERIE, Form 4, Insider Ownership, Beneficial Ownership, Director Holdings, Deferred Compensation, Class A Common Stock, Class B Common Stock, SEC Filing