Erie Indemnity EVP Sean Dugan Increases Equity Stake via Deferred Compensation Plan on July 21, 2026

Details of Sean Dugan’s Share Credit Acquisition

Sean Dugan, serving as Executive Vice President at Erie Indemnity Company, acquired 8.794 share credits on July 21, 2026, through the company’s Incentive Compensation Deferral Plan. The transaction occurred via dividend reinvestment, crediting Dugan’s account with share credits that represent deferred compensation rights to receive Class A common stock upon retirement or separation.

At the time of crediting, each share credit was valued at $215.82. Following this transaction, Dugan’s total beneficial ownership in share credits under the deferral plan increased to 1,306.527 credits. These credits are held directly by Dugan, granting him direct beneficial ownership rather than through any intermediary.

Overview of the Incentive Compensation Deferral Plan

The Incentive Compensation Deferral Plan at Erie Indemnity Company serves as a compensation vehicle for select management and highly compensated employees. Under this plan, participants receive share credits periodically, which correspond to contractual rights to obtain an equivalent number of Class A common shares at a future date. Unlike immediate equity awards, these share credits create deferred compensation obligations that vest upon retirement or separation.

Share credits under the plan do not have exercisable or expiration dates, remaining available for conversion to actual shares when the participant retires or leaves the company. Dividend reinvestment, as demonstrated in Dugan’s case, allows share credits to accumulate additional credits when dividends are paid on the underlying Class A common stock.

Valuation and Direct Ownership Details

The filing notes that the share credits acquired on July 21, 2026, were valued at $215.82 per share equivalent. This valuation aligns the deferred compensation value with Erie Indemnity’s Class A common stock price, ensuring equity value consistency.

Dugan’s share credits are classified as direct beneficial ownership, indicating he holds these credits outright without intermediaries. This classification implies that Dugan assumes the economic risks and rewards of the underlying stock’s value fluctuations from crediting until conversion upon separation or retirement.

Executive Compensation Strategy via Equity Deferral

This acquisition highlights Erie Indemnity’s strategy of using deferred equity compensation to incentivize executives. By deferring equity awards, the company aligns executives’ financial interests with long-term company performance, extending incentives through employment and into retirement. Dividend reinvestment amplifies share credit accumulation over time, compounding executive equity stakes.

Such deferred compensation arrangements support executive retention, align management and shareholder interests, and may offer tax efficiencies. Since actual shares are issued only upon separation, immediate dilution is avoided. For investors, monitoring these deferred equity accumulations provides insight into senior management’s commitment to shareholder value.

Sean Dugan’s Total Deferred Equity Position

Post-transaction, Sean Dugan holds 1,306.527 share credits under the Incentive Compensation Deferral Plan, representing substantial deferred compensation value convertible into Class A common stock upon his retirement or separation. This cumulative position reflects ongoing participation and dividend reinvestment within the plan.

The filing does not report any directly held Class A common stock by Dugan outside these deferred credits. Investors tracking Erie Indemnity’s executive ownership should consider both direct holdings and deferred share credits to gauge management’s equity alignment. Dugan’s sizable share credit balance indicates a strong long-term financial stake in the company.

Transaction Classification and Filing Process

The acquisition is reported under transaction code "J," denoting securities obtained via dividend or interest reinvestment plans, consistent with the nature of Dugan’s share credit purchase. The July 21, 2026 date marks when the share credits were credited to his deferral plan account.

The Form 4 filing was submitted on July 23, 2026, two business days after the transaction, adhering to SEC requirements for timely disclosure of officer ownership changes. Rebecca A. Buona signed the filing as power of attorney for Dugan, a common practice enabling authorized representatives to file on executives’ behalf. This timely disclosure reflects Erie Indemnity’s compliance with insider trading and reporting regulations.

Importance for Investors and Corporate Governance

Form 4 disclosures of executive equity changes are vital for investors assessing insider confidence and management alignment. Executives accumulating equity through deferred plans and dividend reinvestment often signal positive outlooks on company value. Conversely, lack of such activity or sales might indicate differing perspectives.

For Erie Indemnity shareholders, monitoring cumulative executive equity—including deferred share credits like Dugan’s—provides transparency on management’s financial incentives. The significant deferred equity stake suggests Dugan’s interests are closely tied to shareholder value creation, reinforcing governance and incentive alignment.

Regulatory Compliance and Insider Trading Considerations

Sean Dugan’s reporting obligations stem from his role as Erie Indemnity Executive Vice President, subject to Section 16 of the Securities Exchange Act of 1934. The comprehensive Form 4 filing details the transaction, resulting ownership, and direct ownership status within the required two-day window.

The filing specifies no involvement of Rule 10b5-1 trading plans, confirming the transaction resulted solely from the company’s Incentive Compensation Deferral Plan operations rather than pre-arranged insider trading arrangements. This distinction underscores the ordinary nature of the deferred compensation crediting event within regulatory frameworks.