Erie Indemnity (ERIE) director adds deferred share credits, reports 10,000 trust shares

Rhea-AI Filing Summary

Erie Indemnity Company director J. Ralph Borneman Jr. reported routine compensation-related activity and holdings. On January 31, 2026, he acquired 39.474 Directors' Deferred Compensation Share Credits at $283.01 each under the Directors' Deferred Compensation Plan, bringing his deferred share credits to 20,263.725 held directly.

These share credits represent the right to receive an equivalent number of Erie Indemnity Class A common shares when his board service ends and have no set exercise or expiration dates. Separately, 10,000 Class A common shares are reported as held indirectly through the J. Ralph Borneman, Jr. Revocable Trust DTD 02/16/2015, where he is trustee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BORNEMAN J RALPH JR

(Last) (First) (Middle)

17 E. PHILADELPHIA AVENUE

PO BOX 584

(Street)

BOYERTOWN PA 19512

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ERIE INDEMNITY CO [ ERIE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								10,000	I	J. Ralph Borneman, Jr. TTEE J. Ralph Borneman, Jr. Revocable Trust DTD 02/16/2015

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Directors' Deferred Compensation Share Credits	$0(1)	01/31/2026		J(2)		39.474		(3)	(3)	Class A Common Stock	39.474	$283.01	20,263.725	D

Explanation of Responses:

1. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.

2. Acquired under Directors' Deferred Compensation Plan.

3. 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.

Remarks:

	Rebecca A. Buona, Power of Attorney	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did ERIE director J. Ralph Borneman Jr. report?

He reported receiving 39.474 Directors' Deferred Compensation Share Credits valued at $283.01 each. These credits were granted under Erie Indemnity’s Directors' Deferred Compensation Plan and increase his deferred balance to 20,263.725 share credits, payable in Class A common stock when his board service ends.

How many Erie Indemnity deferred share credits does the director hold after this Form 4?

After the reported transaction, he holds 20,263.725 Directors' Deferred Compensation Share Credits. Each credit represents a right to receive one Erie Indemnity Class A common share when his service as a director ends, with no specified exercise or expiration dates attached to these credits.

At what price were the ERIE deferred compensation share credits recorded?

The 39.474 Directors' Deferred Compensation Share Credits were recorded at $283.01 per credit. This reflects the value used under the Directors' Deferred Compensation Plan for that grant date, rather than a traditional option exercise price, since these are share credits, not options or warrants.

How many Erie Indemnity Class A shares are held indirectly through the Borneman trust?

The filing reports 10,000 Erie Indemnity Class A common shares held indirectly through the “J. Ralph Borneman, Jr. Revocable Trust DTD 02/16/2015.” He is listed as trustee for this trust, and the shares are categorized as indirect beneficial ownership on the Form 4.

When can the ERIE deferred compensation share credits be settled into stock?

According to the disclosure, the share credits are payable when the reporting individual’s service as a director ends. At that time, he has the right to receive an equivalent number of Erie Indemnity Class A common shares. No separate exercise or expiration dates apply to these securities.

What is the transaction code used for the ERIE deferred share credit grant?

The transaction uses code “J”, which in this context is described as acquired under the Directors' Deferred Compensation Plan. This indicates the entry relates to a plan-based allocation of share credits, rather than an open-market purchase or sale of Erie Indemnity stock.