Erie Indemnity (ERIE) director granted new deferred stock credits

Rhea-AI Filing Summary

Erie Indemnity director Thomas W. Palmer reported a deferred stock compensation grant. On January 31, 2026, he acquired 39.474 Directors' Deferred Compensation Share Credits under the company’s Outside Directors' Deferred Compensation/Stock Plan at a reference price of $283.01 per share credit.

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 expiration date. After this transaction, Palmer holds 15,587.581 share credits directly and 770 Class A common shares indirectly through the Thomas W. Palmer Revocable Trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Palmer Thomas W

Role Director

Type	Security	Shares	Price	Value
Other	Directors' Deferred Compensation Share Credits	39.474	$283.01	$11K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Directors' Deferred Compensation Share Credits — 15,587.581 shares (Direct); Class A Common Stock — 770 shares (Indirect, By Thomas W. Palmer Revocable Trust)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Palmer Thomas W

(Last) (First) (Middle)

MARSHALL & MELHORN

FOUR SEAGATE, 8TH FLOOR

(Street)

TOLEDO OH 43604

(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								770	I	By Thomas W. Palmer Revocable Trust

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	15,587.581	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).
** 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 transaction did ERIE director Thomas W. Palmer report?

Thomas W. Palmer reported receiving 39.474 Directors' Deferred Compensation Share Credits. These credits were granted under Erie Indemnity’s Outside Directors' Deferred Compensation/Stock Plan and reference a price of $283.01 per share, increasing his total deferred share credits position.

How many Erie Indemnity deferred share credits does Thomas W. Palmer now hold?

Following the January 31, 2026 transaction, Thomas W. Palmer beneficially owns 15,587.581 Directors' Deferred Compensation Share Credits. Each share credit represents the right to receive one Erie Indemnity Class A common share when his service as a director ends.

What is the structure of the ERIE Outside Directors' Deferred Compensation Share Credits?

The share credits are periodically credited to directors’ accounts under Erie Indemnity’s Outside Directors' Stock Plan. Each credit represents a right to receive one Class A common share when board service ends, and the credits have no exercisable or expiration dates attached.

Did Thomas W. Palmer directly buy Erie Indemnity stock in this Form 4?

No direct open-market stock purchase was reported. Instead, Palmer received 39.474 deferred compensation share credits valued at $283.01 each under a board compensation plan, which will convert into Class A common shares when his director service concludes.

How many Erie Indemnity Class A shares does Thomas W. Palmer hold indirectly?

The filing shows indirect ownership of 770 Erie Indemnity Class A common shares. These shares are held through the Thomas W. Palmer Revocable Trust, reflecting his indirect beneficial ownership position separate from his deferred share credits.

What does transaction code J mean in Thomas W. Palmer’s ERIE Form 4?

Transaction code J in this context reflects an acquisition classified as “other,” tied to compensation. Footnotes explain the 39.474 derivative share credits were acquired under Erie Indemnity’s Directors' Deferred Compensation Plan rather than through a conventional market purchase or option exercise.