Form 4: Erie Indemnity Director Thomas Hagen Reports Significant Indirect Holdings and Deferred Compensation Share Acquisition

Erie Indemnity Director and 10% owner Thomas B. Hagen reported substantial indirect beneficial ownership of Class A and Class B common stock through family trusts and partnerships, alongside a recent acquisition of deferred compensation share credits.

Summary

• Thomas B. Hagen, a Director and 10% owner 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.
• Indirectly owns 10,086,059 Class A shares through the Family L.P.
• Indirectly owns 12,230 Class A shares through the Estate of Susan H. Hagen.
• Acquired 53.2 Directors' Deferred Compensation Share Credits on July 22, 2025, through dividend reinvestment.
• The acquired Share Credits represent the right to receive an equivalent number of Class A Common Stock shares when the reporting individual's service as a Director ends.
• Directly owns a total of 14,085.962 Directors' Deferred Compensation Share Credits.
• Indirectly owns 12 Class B Common Stock shares through the Susan Hagen Non-Exempt Marital Irrev Trust.
• Directly owns 4 Class B Common Stock shares.
• Indirectly owns 173 Class B Common Stock 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.
• Hagen disclaims beneficial ownership of indirectly held securities except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive as it indicates a director's continued accumulation of deferred compensation shares and significant long-term indirect holdings, without any reported sales. The disclaimers of beneficial ownership for indirect holdings are standard for such disclosures.

Positives

• Director Thomas B. Hagen increased his direct beneficial ownership of Directors' Deferred Compensation Share Credits by 53.2 units through dividend reinvestment, indicating continued participation in the company's equity-based compensation plan.
• The substantial indirect holdings through family trusts and partnerships demonstrate significant long-term alignment of a key director and 10% owner with shareholder interests.

Future Outlook

The filing primarily reports current and recent beneficial ownership changes and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Thomas B. Hagen disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest therein, stating that their inclusion in this report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

Industry Context

This Form 4 filing reflects an individual director's ownership structure and a minor acquisition of deferred compensation share credits, which is a routine disclosure for publicly traded companies. It does not provide broader insights into industry trends or competitive landscape within the insurance sector.

Comparison to Industry Standards

• This filing is a standard insider ownership report and does not contain information suitable for comparison to industry-specific financial benchmarks or project results of comparable companies.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The filing provides transparency regarding the significant ownership stake of a key director and 10% owner, which can be viewed positively as it aligns management interests with shareholder interests. The acquisition of deferred compensation shares indicates continued commitment.

Next Steps

• The filing indicates that Share Credits represent the right to receive an equivalent number of Class A common shares when the reporting individual's service as a Director of the Company ends.

Key Dates

Recommendation

This Form 4 filing primarily details the beneficial ownership structure of Director Thomas B. Hagen, including substantial indirect holdings through family trusts and partnerships, and a minor acquisition of deferred compensation share credits via dividend reinvestment. There are no reported sales or significant new investments that would materially alter the investment thesis for Erie Indemnity Co. The filing reinforces the long-term alignment of a key insider with the company's performance but does not present new information warranting a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals and market conditions.

Keywords

Erie Indemnity, ERIE, Form 4, Insider Ownership, Director Holdings, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Deferred Compensation, Trust Holdings, Family Partnership, Dividend Reinvestment