Erie Indemnity Executive Vice President Sean Dugan Acquires Additional Equity Through Deferred Compensation Plan

Details of Dugan's Share Credit Acquisition

Sean Dugan, who holds the position of Executive Vice President at Erie Indemnity Company, completed an acquisition of share credits on July 21, 2026, pursuant to the company's Incentive Compensation Deferral Plan. The filing states that 8.794 share credits were acquired through a dividend reinvestment mechanism within the plan structure. These share credits represent deferred compensation obligations and are credited to accounts of select management and highly compensated employees as part of the company's compensation framework.

The share credits acquired in this transaction carried an equivalent value of $215.82 per share at the time of crediting. Following this transaction, Dugan's total beneficial ownership position in share credits under the deferral plan increased to 1,306.527 credits. This ownership is held in direct form, meaning Dugan maintains direct beneficial ownership rights rather than holding the credits through an intermediate entity or arrangement.

The Incentive Compensation Deferral Plan Structure

Erie Indemnity Company's Incentive Compensation Deferral Plan operates as a mechanism for delivering compensation to a select group of management and highly compensated employees. Under this plan structure, share credits are periodically credited to participant accounts, with these credits representing contractual rights to receive an equivalent number of shares of Class A common stock at a future date. The plan differs from standard equity awards in that it creates a deferred compensation obligation that vests upon retirement or separation from service with the company.

The filing indicates that share credits under this plan have no exercisable or expiration dates, meaning they remain available to participants for conversion to actual shares whenever the triggering event of retirement or separation occurs. The conversion is automatic upon the occurrence of these life events, providing participants with certainty regarding the ultimate realization of their deferred equity value. Dividend reinvestment, as occurred in Dugan's case, allows share credits to accumulate additional credits when dividends are paid on the underlying or equivalent Class A common stock.

Valuation and Direct Ownership Classification

The filing records that the share credits were valued at $215.82 per share equivalent at the time of the July 21, 2026 transaction. This valuation represents the price per credit applied to the 8.794 credits acquired through dividend reinvestment. The pricing mechanism for share credits under the deferral plan reflects the underlying value of Class A common stock, ensuring that participants' deferred compensation maintains alignment with the company's equity value.

Dugan's ownership of these share credits is classified in the filing as direct beneficial ownership, meaning he holds the credits outright without any intermediate holding structure. This classification is standard for compensation deferral arrangements where the executive or employee maintains direct contractual rights to the future equity. The direct ownership designation also indicates that Dugan bears the economic risk and reward of any changes in the underlying stock value between the crediting date and the eventual conversion to actual shares upon separation or retirement.

Executive Compensation Through Equity Accumulation

The share credit acquisition reflects Erie Indemnity's use of deferred equity compensation as part of its executive compensation strategy. By utilizing deferred compensation arrangements rather than immediate equity awards, the company provides executives with long-term incentives that tie their financial interests to the company's sustained performance through the period of their employment and into retirement. The periodic crediting of share credits through dividend reinvestment creates a compounding effect that increases executive ownership accumulation over time.

This compensation structure may serve multiple purposes for the company, including retention of executive talent, alignment of executive and shareholder interests, and tax efficiency considerations for both the company and participating executives. The deferral mechanism allows executives to accumulate significant equity positions without immediate dilution concerns, as the actual share issuance occurs only upon separation. For investors, tracking these deferred equity accumulations provides insight into the long-term incentive alignment of senior management with company performance and shareholder value creation.

Dugan's Cumulative Ownership Position

Following completion of the July 2026 transaction, Sean Dugan's total beneficial ownership of share credits under the Incentive Compensation Deferral Plan stands at 1,306.527 credits. This substantial position represents significant deferred compensation value that will ultimately convert to Class A common stock upon Dugan's retirement or separation from service with Erie Indemnity. The cumulative nature of his share credit holdings reflects ongoing participation in the deferral plan through multiple periods of credited compensation and dividend reinvestment.

The filing does not disclose Dugan's beneficial ownership of any directly held Class A common stock separate from the deferred compensation share credits. Investors monitoring executive ownership positions at Erie Indemnity may track both the direct equity holdings and these deferred compensation credits to form a complete picture of management's equity stake and alignment with shareholder interests. The substantial share credit position indicates that Dugan's long-term financial interests are significantly tied to the company's equity performance through the deferred compensation mechanism.

Transaction Code and Filing Mechanics

The filing categorizes the share credit acquisition under transaction code "J," which according to SEC instructions indicates securities acquired pursuant to a dividend or interest reinvestment plan. This classification accurately reflects the nature of Dugan's transaction, whereby existing share credits generated dividend equivalents that were automatically reinvested to purchase additional share credits rather than being distributed in cash. The July 21, 2026 transaction date marks when these share credits were formally credited to Dugan's deferral plan account.

The Form 4 filing was executed on July 23, 2026, two business days after the underlying transaction date, complying with SEC reporting requirements for officers and executives to disclose changes in beneficial ownership. Rebecca A. Buona signed the document as power of attorney on behalf of Dugan, a standard practice that allows designated representatives to execute ownership change disclosures on behalf of executives. The timely filing demonstrates Erie Indemnity's adherence to insider trading disclosure requirements and provides market participants with current information regarding executive ownership changes.

Significance for Investor Monitoring and Governance

Form 4 filings disclosing changes in executive and officer beneficial ownership serve as important tools for investors monitoring insider activity and executive confidence in company prospects. When executives and officers accumulate equity through deferred compensation plans, dividend reinvestment, or direct purchases, such activity may signal management's belief in the company's value and growth potential. Conversely, the absence of such acquisitions or the occurrence of sales might indicate different management perspectives regarding the company's near-term outlook.

For Erie Indemnity shareholders, tracking the cumulative equity accumulation of executives like Dugan provides transparency into the depth of management's financial alignment with shareholder interests. The substantial share credit holdings indicate that upon Dugan's eventual separation or retirement, he will receive Class A common stock representing significant economic value, creating powerful incentives for him to prioritize shareholder value creation during his tenure. Investors analyzing corporate governance and executive compensation structures at Erie Indemnity can utilize these Form 4 disclosures to assess the strength of equity-based incentive alignment among senior leadership.

Regulatory Disclosure Requirements and Insider Trading Compliance

Sean Dugan's filing obligations arise from his status as an officer of Erie Indemnity Company, specifically as Executive Vice President. Officers of public companies are subject to Section 16 of the Securities Exchange Act of 1934, which requires disclosure of changes in beneficial ownership within specified timeframes. The comprehensive Form 4 filing demonstrates compliance with these requirements by disclosing the complete transaction details, resulting ownership position, and ownership form within two days of the transaction execution.

The filing explicitly notes that no contract, instruction, or written plan pursuant to Rule 10b5-1 was involved in this transaction, indicating that the acquisition occurred through the normal operation of the company's Incentive Compensation Deferral Plan rather than through a pre-arranged trading plan designed to satisfy Rule 10b5-1 affirmative defense conditions. This distinction ensures that the transaction represents ordinary deferred compensation crediting rather than a separate insider trading program subject to different regulatory frameworks and restrictions.