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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | October 28, 2025 |
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| ERIE INDEMNITY COMPANY | |
| (Exact name of registrant as specified in its charter) | |
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| Pennsylvania | | 0-24000 | | 25-0466020 | |
| (State or other jurisdiction | | (Commission | | (IRS Employer | |
| of incorporation) | | File Number) | | Identification No.) | |
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| 100 Erie Insurance Place, | Erie, | Pennsylvania | | 16530 | |
| (Address of principal executive offices) | | (Zip Code) | |
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| Registrant’s telephone number, including area code: | 814 | 870-2000 | |
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| Not applicable | |
| Former name or former address, if changed since last report | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Class A common stock, | stated value $0.0292 per share | | ERIE | | NASDAQ Stock Market, LLC |
| (Title of each class) | | (Trading Symbol) | | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2025, Erie Indemnity Company (the “Company”) issued a press release announcing financial results for the quarter and nine months ended September 30, 2025. Copies of the press release and financial information are attached hereto and are incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.
On October 31, 2025 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complementary to the press release announcing financial results for the quarter and nine months ended September 30, 2025.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On October 28, 2025, the Board of Directors approved a revised Code of Conduct applicable to all directors, officers and employees of the Company. The revisions update the Company’s existing Code of Conduct that was effective January 2025 and include non-substantive stylistic changes, address the use of AI, and strengthen the role of leaders to protect employees from retaliation. The revised Code of Conduct is effective November 2025.
On October 28, 2025, the Board of Directors approved a revised Code of Ethics for CEO and Senior Financial Officers which contains additional obligations for the Company’s President and Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions. The revisions amend and restate the Company’s existing Code of Ethics for Senior Financial Officers that was effective June 1, 2016 to, among other things, address Insider Trading and Fair Dealing, and update the Waivers and Amendments section. The revised Code of Ethics for CEO and Senior Financial Officers is effective November 2025.
Copies of the revised Code of Conduct and revised Code of Ethics for CEO and Senior Financial Officers are attached as Exhibits 14.1 and 14.2 respectively and may be viewed on the Company’s website at: http://www.erieinsurance.com. The description of the Codes in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Codes.
Item 9.01 Financial Statements and Exhibits.
Exhibit 14.1 Revised Code of Conduct
Exhibit 14.2 Revised Code of Ethics for CEO and Senior Financial Officers
Exhibit 99.1 Press Release
Exhibit 99.2 Financial Information
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit Index
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| Exhibit No. | | Description |
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| 14.1 | | Revised Code of Conduct |
| 14.2 | | Revised Code of Ethics for CEO and Senior Financial Officers |
| 99.1 | | Press Release |
| 99.2 | | Financial Information |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Erie Indemnity Company |
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| October 30, 2025 | | By: | | /s/ Julie M. Pelkowski |
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| | | | | Name: Julie M. Pelkowski |
| | | | | Title: Executive Vice President & CFO |
