Erie Indemnity (ERIE) director adds 39 deferred compensation share credits

Rhea-AI Filing Summary

Erie Indemnity director Eugene C. Connell reported routine updates to his holdings. He acquired 39.474 Directors' Deferred Compensation Share Credits at $283.01 each on January 31, 2026, bringing his total deferred share credits to 3,305.82.

These share credits give him the right to receive an equivalent number of Erie Indemnity Class A common shares when his board service ends and have no exercise or expiration dates. He also reported 17,433.246 Class A shares held directly, plus 2,462.602 Class A shares held by his children, for which he disclaims beneficial ownership.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CONNELL EUGENE C

(Last) (First) (Middle)

785 HUNTINGTON DRIVE

(Street)

ERIE PA 16505

(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								2,462.602	I	By Children(1)
Class A Common Stock								17,433.246	D

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(2)	01/31/2026		J(3)		39.474		(4)	(4)	Class A Common Stock	39.474	$283.01	3,305.82	D

Explanation of Responses:

1. Shares held by Reporting Person's children living in his household. The Reporting Person disclaims beneficial ownership of these reported securities, therefore this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

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

3. Acquired under Directors' Deferred Compensation Plan.

4. 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Erie Indemnity (ERIE) director Eugene C. Connell report?

Eugene C. Connell reported receiving 39.474 Directors' Deferred Compensation Share Credits at $283.01 on January 31, 2026. These credits are part of an Outside Directors' plan and increase his total deferred share credits to 3,305.82, representing future rights to Class A common stock.

How many Erie Indemnity deferred share credits does Eugene C. Connell now hold?

After the reported transaction, Eugene C. Connell beneficially holds 3,305.82 Directors' Deferred Compensation Share Credits. Each credit represents the right to receive one Erie Indemnity Class A common share when his service as a director ends, with no stated exercise or expiration dates.

Were any Erie Indemnity Class A shares bought or sold in this Form 4 filing?

No Class A common stock purchases or sales were reported. The filing updates Connell's holdings, showing 17,433.246 Class A shares held directly and 2,462.602 Class A shares held by his children, while he disclaims beneficial ownership of the children’s shares.

What is the nature of the Directors' Deferred Compensation Share Credits at Erie Indemnity?

The Directors' Deferred Compensation Share Credits are granted under Erie Indemnity’s Outside Directors' plans. They periodically credit directors’ accounts and represent the right to receive an equivalent number of Class A common shares when board service ends, without traditional option-style exercise or expiration dates.

How does Eugene C. Connell report Erie Indemnity shares held by his children?

The filing shows 2,462.602 Erie Indemnity Class A shares held indirectly by Connell’s children living in his household. He expressly disclaims beneficial ownership of these securities, meaning the report should not be taken as an admission that he is their beneficial owner.

What transaction code was used for Erie Indemnity’s deferred share credits in this Form 4?

The transaction in Directors' Deferred Compensation Share Credits is coded "J" on the Form 4. The footnotes explain these credits were acquired under Erie Indemnity’s Directors' Deferred Compensation Plan, which periodically credits share equivalents to eligible outside directors’ accounts.