Form 4: Erie Indemnity Director Updates Beneficial Ownership

Erie Indemnity Company Director Jonathan Hirt Hagen reported updated beneficial ownership, including deferred compensation share credits and significant indirect holdings of convertible Class B stock.

Summary

• Director Jonathan Hirt Hagen reported direct beneficial ownership of 223,130 shares of Class A Common Stock.
• Indirect beneficial ownership includes 200 shares of Class A Common Stock held by a daughter and 200 shares by a son, though the reporting person disclaims beneficial ownership of these securities.
• Acquired 87.826 Directors' Deferred Compensation Share Credits through dividend reinvestment on January 21, 2026.
• These Share Credits represent the right to receive an equivalent number of Erie Indemnity Company Class A Common Stock shares when the reporting individual's service as a Director ends.
• The value attributed to each Directors' Deferred Compensation Share Credit is $279.9.
• Total direct beneficial ownership of Directors' Deferred Compensation Share Credits is 16,817.524.
• Holds 1 share of Class B Common Stock directly, which is convertible into 2,400 shares of Class A Common Stock.
• Indirectly holds 585 shares of Class B Common Stock as a Contingent Beneficiary & Co-Trustee of a Trust, convertible into 1,404,000 shares of Class A Common Stock.
• Indirectly holds another 585 shares of Class B Common Stock as a Contingent Beneficiary & Co-Trustee of a Trust, convertible into 1,404,000 shares of Class A Common Stock.
• Indirectly holds 1,170 shares of Class B Common Stock as a Primary Beneficiary & Co-Trustee of a Trust, convertible into 2,808,000 shares of Class A Common Stock.
• 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.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of insider holdings and an acquisition of deferred compensation credits, which is generally neutral to slightly positive, indicating continued insider alignment.

Positives

• Director acquired additional deferred compensation share credits through dividend reinvestment, indicating continued participation in the company's long-term incentive plans.
• Significant indirect holdings of Class B Common Stock, convertible into a large number of Class A shares, demonstrate substantial long-term alignment with shareholder interests.

Risks

• The reporting person disclaims beneficial ownership of Class A Common Stock held by family members, which could be a point of clarification for investors regarding the full scope of indirect influence.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• "The Reporting Person disclaims beneficial ownership of these reported securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose." (Regarding Class A Common Stock held by family members).

Industry Context

This filing is a routine disclosure of insider beneficial ownership and does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• Indirect holdings of Class A Common Stock by the reporting person's daughter and son are disclosed, with the reporting person disclaiming beneficial ownership.
• Indirect holdings of Class B Common Stock through trusts where the reporting person serves as a Contingent Beneficiary & Co-Trustee or Primary Beneficiary & Co-Trustee are disclosed.

Stakeholder Impact

• Shareholders: Provides transparency into a director's holdings and long-term incentives, which can influence investor confidence.
• Management: Reflects a director's participation in the company's deferred compensation plan, aligning interests with long-term performance.

Key Dates

Keywords

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