4//SEC Filing
Hagen Thomas B 4
Accession 0001628280-26-003048
CIK 0000922621other
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 3:12 PM ET
Size
14.7 KB
Accession
0001628280-26-003048
Research Summary
AI-generated summary of this filing
Erie Indemnity Director Thomas B. Hagen Acquires 74.737 Shares (Derivative)
What Happened
- Thomas B. Hagen, a director of Erie Indemnity Company (ERIE), reported an acquisition of 74.737 shares via a derivative transaction on 2026-01-21. The reported price was $279.90 per share for a total value of $20,919. This was recorded as an "Other acquisition or disposition" (SEC code J) and classified as a derivative (not an open-market purchase).
Key Details
- Transaction date: 2026-01-21; Filing date: 2026-01-22 (timely).
- Price: $279.90 per share; Total value: $20,919.
- Shares acquired: 74.737 (derivative).
- Shares owned after transaction: Not specified in this filing.
- Notable footnotes: filing includes multiple footnotes about trust and plan holdings (e.g., share credits under the Outside Directors' Stock Plan and various trust/estate disclaimers). The reporting person disclaims beneficial ownership of certain shares except to the extent of pecuniary interest.
- Transaction code: J = other acquisition/disposition (derivative).
Context
- A derivative acquisition means the shares were obtained through a non–open-market mechanism (for example, conversion, plan crediting, or similar), not a typical buy on the open market. The filing’s footnotes describe director share credits and trust arrangements but do not specify the exact mechanism for this particular 74.737-share credit.
- As with all insider filings, this is factual reporting of a transaction and not an explanation of the director’s motives.
Insider Transaction Report
Form 4
Hagen Thomas B
Director
Transactions
- Other
Directors' Deferred Compensation Share Credits
[F3][F4][F5]2026-01-21$279.90/sh+74.737$20,919→ 14,299.307 totalExercise: $0.00→ Class A Common Stock (74.737 underlying)
Holdings
- 5,100
Class A Common Stock
- 6,658,800(indirect: By Trust)
Class A Common Stock
[F1] - 10,086,059(indirect: Family L.P.)
Class A Common Stock
[F2] - 12,230(indirect: Estate of Susan H. Hagen)
Class A Common Stock
[F1] - 12(indirect: Susan Hagen Non-Exempt Marital Irrev)
Class B Common Stock
[F6][F1]Exercise: $0.00→ Class A Common Stock (28,800 underlying) - 4
Class B Common Stock
[F6]Exercise: $0.00→ Class A Common Stock (9,600 underlying) - 173(indirect: Family L.P.)
Class B Common Stock
[F6][F2]Exercise: $0.00→ Class A Common Stock (415,200 underlying)
Footnotes (6)
- [F1]These 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.
- [F2]These 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.
- [F3]Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.
- [F4]Acquired under dividend reinvestment for Directors' Deferred Compensation Plan.
- [F5]The 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.
- [F6]Pursuant 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.
Signature
Rebecca A. Buona, Power of Attorney|2026-01-22
Documents
Issuer
ERIE INDEMNITY CO
CIK 0000922621
Entity typeother
Related Parties
1- filerCIK 0001396809
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 3:12 PM ET
- Size
- 14.7 KB