Erie Indemnity (ERIE) CEO reports new incentive share credits

Rhea-AI Filing Summary

Erie Indemnity President & CEO Timothy G. Necastro reported additional incentive-based share credits and updated stock holdings. On January 21, 2026, he acquired 66.764 Incentive Compensation Deferral Plan Share Credits at $279.9 per share credit through dividend reinvestment under the company’s Incentive Compensation Deferral Plan, bringing his total to 12,844.338 share credits.

These share credits represent the right to receive an equivalent number of Erie Indemnity Class A common shares when he retires or otherwise leaves the company, and they have no set exercise or expiration dates. Necastro also beneficially owns 11,580 Erie Indemnity Class A common shares directly and 278 shares indirectly through a Roth IRA.

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

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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^*

NECASTRO TIMOTHY G

(Last) (First) (Middle)

100 ERIE INSURANCE PLACE

(Street)

ERIE PA 16530

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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								11,580	D
Class A Common Stock								278	I	By ROTH IRA for Self

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
Incentive Compensation Deferral Plan Share Credits	$0(1)	01/21/2026		J(2)		66.764		(3)	(3)	Class A Common Stock	66.764	$279.9	12,844.338	D

Explanation of Responses:

1. Conversion price is not applicable to shares granted under the Erie Indemnity Company Incentive Compensation Deferral Plan.

2. Acquired under dividend reinvestment for the Erie Indemnity Company Incentive Compensation Deferral Plan.

3. The shares subject to this reporting are Share Credits which are periodically credited to the accounts of a select group of management and highly compensated employees of Erie Indemnity Company pursuant to its Incentive Compensation Deferral 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 retires or otherwise separates from service with the Company. There are no exercisable or expiration dates for these securities.

Remarks:

	Rebecca A. Buona, Power of Attorney	01/23/2026
	** 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 President & CEO Timothy G. Necastro report on this Form 4?

Timothy G. Necastro reported acquiring 66.764 Incentive Compensation Deferral Plan Share Credits on January 21, 2026 under Erie Indemnity’s Incentive Compensation Deferral Plan through dividend reinvestment.

What are the Incentive Compensation Deferral Plan Share Credits reported by ERIE?

The reported Share Credits are incentives periodically credited to select management and highly compensated employees. They represent the right to receive an equivalent number of Erie Indemnity Class A common shares when the individual retires or otherwise separates from the company, and they do not have exercisable or expiration dates.

How many incentive share credits does the ERIE CEO hold after this transaction?

Following the reported transaction, Timothy G. Necastro beneficially owns 12,844.338 Incentive Compensation Deferral Plan Share Credits linked to Erie Indemnity Class A common stock.

What are Timothy G. Necastro’s direct and indirect holdings of Erie Indemnity Class A common stock?

As of the reported date, he beneficially owns 11,580 Erie Indemnity Class A common shares directly and 278 Class A common shares indirectly through a Roth IRA for himself.

At what price were the new ERIE incentive share credits recorded?

The 66.764 Incentive Compensation Deferral Plan Share Credits were recorded at a price of $279.9 per share credit.

Does the ERIE CEO’s incentive share credit position have an exercise or expiration date?

No. The footnotes state that these Share Credits have no exercisable or expiration dates and are settled in Erie Indemnity Class A common stock when the reporting individual retires or otherwise separates from service.