Hagen Thomas B 4
4 · ERIE INDEMNITY CO · Filed Apr 22, 2026
Research Summary
AI-generated summary of this filing
Erie (ERIE) Director Thomas B. Hagen Acquires 82.8 Derivative Shares
What Happened
- Thomas B. Hagen, a director of Erie Indemnity Company (ERIE), reported an acquisition of 82.838 derivative share credits on 2026-04-21. The reported per-share amount is $253.85, for a total reported value of $21,028. The transaction is reported as an "Other acquisition or disposition (J)" of a derivative security (not an open-market cash purchase of common stock).
Key Details
- Transaction date: 2026-04-21; Form 4 filed: 2026-04-22 (appears timely).
- Instrument: Derivative share credits (reported as 82.838 shares) at $253.85 each; total $21,028.
- Shares owned after transaction: Not specified in this Form 4.
- Notable footnotes:
- F5: The reported units are "Share Credits" under the Outside Directors' Stock Plan — rights to receive equivalent Class A shares when the director's service ends (no exercise/expiration dates).
- F1 & F2: Various holdings are held via trusts/FLP and the reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
- Filing timeliness: No late-file flag shown; filing was the day after the reported transaction.
Context
- This was an acquisition of a derivative right (share credits) rather than an immediate purchase of Class A common stock. Share credits typically convert to actual Class A shares when a director's service ends, so this does not represent an immediate increase in tradable shares.
- Such director share-credit transactions are common as part of deferred compensation or outside director stock plans and do not by themselves indicate a change in sentiment.
Insider Transaction Report
Form 4
Hagen Thomas B
Director
Transactions
- Other
Directors' Deferred Compensation Share Credits
[F3][F4][F5]2026-04-21$253.85/sh+82.838$21,028→ 14,461.094 totalExercise: $0.00→ Class A Common Stock (82.838 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|2026-04-22