SEC Form 4 · accession 0001628280-26-049167

ERIE INDEMNITY CO · ERIE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas B Hagen

Director

Period of report

Jul 21, 2026

Accepted (ET)

Jul 22, 2026 · 3:30 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000922621

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	holding	—	—	—	5,100	D
Class A Common Stock^F1	holding	—	—	—	6,658,800	I	Susan H. Hagen Non-Exempt Marital Irrev Trust
Class A Common Stock^F2	holding	—	—	—	10,086,059	I	Family L.P.
Class A Common Stock^F1	holding	—	—	—	12,230	I	Estate of Susan H. Hagen

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Directors' Deferred Compensation Share Credits^F3,F5	$0.00	Jul 21, 2026	J	100	A	—	—	Class A Common Stock	100	14,561	D
Class B Common Stock^F1,F6	$0.00	holding	—	—	—	—	—	Class A Common Stock	28,800	12	I
Class B Common Stock^F6	$0.00	holding	—	—	—	—	—	Class A Common Stock	9,600	4	D
Class B Common Stock^F2,F6	$0.00	holding	—	—	—	—	—	Class A Common Stock	415,200	173	I

Explanation of responses

F1These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers. 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.
F2These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. 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.
F3Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
F4Acquired under dividend reinvestment for Directors' Deferred Compensation Plan.
F5The shares subject to this reporting are Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors' Stock Plan. These 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. There are no exercisable or expiration dates for these securities.
F6Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.