Erie Indemnity (ERIE) 10-K risk factor changes: FY2024 vs FY2023

The management fee rate is [removed: determined] [added: set at least annually] by our Board of Directors and may not exceed 25% of the direct and affiliated assumed premiums written by the Exchange.

If the Exchange's ability to grow or renew policies [added: or implement rate changes] were adversely impacted, the premium revenue of the Exchange could be adversely affected, which could reduce our management fee revenue.

If the Exchange's competitors offer property and casualty products with more coverage, offer lower rates, or introduce innovative services in response to evolving customer [added: preferences, and the Exchange is unable to implement product or service improvements quickly enough to keep pace, its ability to grow and renew its business may be adversely impacted.]

If an extreme catastrophic event were to occur in a heavily concentrated geographic area of [removed: subscribers/policyholders,] [added: subscribers (policyholders),] an extraordinarily high number of claims could have the potential to strain claims processing and affect the Exchange's ability to service its customers.

[added: Limited partnerships are] significantly less liquid and generally involve higher degrees of price risk than publicly traded securities.

The uncertainty of risks that emerge upon the occurrence of significant unexpected events, such as pandemics, or unexpected economic or social inflation caused by supply chain issues, [added: changes in tariffs,] societal trends, or otherwise, may cause additional challenges in the process of estimating loss and loss adjustment expense reserves or premiums to accommodate future claims and expenses.

For example, the behavior of claimants and policyholders and the timing and amounts of claims settlements may change in unexpected [removed: ways.][added: ways, including increased attorney involvement and third-party litigation financing, which could result in large jury awards.]

[removed: This] [added: These risks] may result in changes to the Exchange's estimated level of loss and loss adjustment expense reserves or impact the adequacy of premiums to accommodate future claims and expenses.

If there were legislative action in response to a pandemic or other significant unexpected event that retroactively mandated coverage irrespective of terms, exclusions or other conditions included in [removed: policies, such as business interruption,] [added: policies] that would otherwise preclude coverage, it could have a material impact on the financial condition, results of operations and cash flows of the Exchange.

The frequency and severity of these [removed: catastrophes is inherently unpredictable.]

Changing climate conditions have [removed: added to] [added: created additional uncertainty regarding] the [removed: unpredictability of] [added: future trends in] the frequency and severity of natural [removed: disasters and have created additional uncertainty as to future trends and exposures.][added: disasters.]

Our second largest expense [removed: is] [added: category includes] employee [removed: costs, including] [added: costs such as] salaries, healthcare, pension, and other benefit costs.

Regulatory developments, provider relationships, pandemics and demographic and economic factors that are beyond our control, such as inflation, are indicators that employee costs could increase, which could reduce our [removed: profitability.][added: profitability or impact our personnel strategy.]

In addition, talented employees in [removed: the] actuarial, finance, human resources, [removed: information technology,] law, [removed: and] risk management [removed: areas] [added: and information technology, including artificial intelligence and data analytics,] are also essential to support our core functions.

If we do not effectively and efficiently manage [removed: and upgrade our] [added: new] technology [added: initiatives, maintain existing] systems, or attract and retain qualified information technology employees and contract personnel to support [removed: those systems,] [added: them,] our ability to serve our customers and implement our strategic initiatives could be adversely impacted.

*If we experience difficulties with technology, data [removed: and] [added: or] network security, including those that could result from cyber attacks, third-party relationships or cloud-based relationships, our ability to conduct our business could be adversely impacted.*

[removed: Cyber threats] [added: Our systems regularly face cyber threats, which] can create significant risks such as destruction of systems or data, denial or interruption of service, disruption of transaction execution, loss or exposure of customer data, theft or exposure of our intellectual property, theft of funds or disruption of other important business functions.

Our interactions with, and reliance upon, third parties [removed: may also] expose us to increased risk related to data security, service disruptions or effectiveness of our control system, particularly as we increase our reliance on cloud-based computing and software-as-a-service from third parties to operate our business.

While we [added: also] maintain cyber liability insurance to mitigate the financial risk around cyber incidents, such insurance may not cover all costs associated with the consequences of information or systems being compromised, and such insurance may become prohibitively expensive to maintain.

While we continue to test and assess our business continuity and disaster recovery plans to validate they meet the needs of our core business operations and address multiple business interruption events, there is no assurance that core business operations [removed: could be performed upon the occurrence of such an event.]

These laws and regulations are complex and [added: evolving, and compliance with these laws requires significant resources.]

We are also subject to litigation arising out of our general business activities such as contractual and employment relationships and claims regarding the infringement of the intellectual property of [removed: others.][added: others, whether by us or our third-party service providers.]

At December 31, [removed: 2023,] [added: 2024,] our investment portfolio consisted of approximately [removed: 85%] [added: 84%] fixed maturity securities, with the remaining [removed: 15%] [added: 16%] invested in equity securities and other investments.

General economic [removed: conditions] [added: conditions, geopolitical events, fiscal] and [added: monetary policy and] other factors beyond our control can adversely affect the value of our investments and the realization of net investment income or result in realized investment losses.

The performance of the fixed [removed: income] [added: maturity] portfolio is subject to a number of risks including, but not limited to:

- Interest rate risk - the risk of adverse changes in the value of fixed [removed: income] [added: maturity] securities as a result of increases in market interest rates.

- Investment credit risk - the risk that the value of certain investments may decrease due to the deterioration in financial condition of, or the liquidity available to, one or more issuers of those securities or, in the case of structured securities, [removed: due to the deterioration of the loans or other assets that underlie the securities, which, in each case, also includes the risk of permanent loss.]

Approximately [removed: 36%] [added: 32%] of our fixed maturity portfolio is expected to mature over the next three years.

Equity markets, sectors, industries, and individual securities may also be subject to some of the same risks that affect our fixed [removed: income] [added: maturity] portfolio, as discussed above.

All of our fixed [removed: income] [added: maturity] and equity securities are subject to market volatility.

We review the fixed [removed: income] [added: maturity] portfolio on a periodic basis to evaluate positions that are in an unrealized loss position to determine whether impairments are a result of credit loss or other factors.

The direct written premium of the Exchange is impacted by the premium rates charged for policies.

The Exchange writes policies almost exclusively with annual terms, therefore, premium rate actions take 12 months to be fully recognized in written premium.

The Exchange also writes certain personal auto policies with a rate locking feature.

These product features

generally extend the amount of time it takes for premium rate actions to be recognized related to these policies, affecting the premium revenue of the Exchange, and consequently our management fee.

Additionally, as the Exchange writes policies almost exclusively with annual terms, premium rate actions take 12 months to be fully recognized in written premium and another 12 months to earn the increased or decreased premiums in full.

The Exchange also writes certain personal auto policies with a rate locking feature, which generally extends the amount of time it takes for premium rate actions to be recognized related to these policies.

catastrophes are inherently uncertain.

Increases in the insured value and geographic concentration of exposures, as well as the impact of inflation, may increase the severity of catastrophe losses.

If we experience service disruptions or need to replace essential third-party software or services, we may not be able to find a viable alternative, or alternatives may be costly and/or require significant time and resources to integrate with our systems, which could negatively impact our operations or financial results.

Rapid technological advancements can also introduce new risks related to data security and operational efficiency.

As we continue to adapt our internal processes and systems to these rapidly evolving threats, we may be required to make certain judgments about additional investments in these areas that we believe will protect us from cybersecurity risks, which may not be effective.

could be performed upon the occurrence of such an event.

due to the deterioration of the loans or other assets that underlie the securities, which, in each case, also includes the risk of permanent loss.

The Board of Directors sets the management fee rate each December for the following year.

At their discretion, the rate can be changed at any time.

preferences, and the Exchange is unable to implement product or service improvements quickly enough to keep pace, its ability to grow and renew its business may be adversely impacted.

More broadly, if independent agents face challenges sustaining their own business operations due to unfavorable economic conditions or staffing constraints, it could result in the sale or closure of their businesses, thereby reducing the agency force of the Exchange.

Limited partnerships are

The Exchange and its subsidiaries have also been named as defendants in a number of pandemic-related lawsuits and, therefore, are subject to the risks and uncertainties of such litigation.

We have on occasion experienced, and will continue to experience, cyber threats to our data and systems.

evolving, and compliance with these laws requires significant resources.

It is also possible that changes in economic conditions and steps taken by federal, state, and local governments in response to a pandemic or other significant events could cause an increase in taxes at the federal, state, and local levels, which could adversely impact our results of operations.

| [Cautionary Statement Regarding Forward-Looking [removed: Information](#i5a8d80cfb8e04bc98a6bdb71571db58d_58)] [added: Information](#i15255c3afccd4007a07617dd2552746a_61)] | | | [removed: [19](#i5a8d80cfb8e04bc98a6bdb71571db58d_58)] [added: [19](#i15255c3afccd4007a07617dd2552746a_61)] | | |

| [Recent Accounting [removed: Standards](#i5a8d80cfb8e04bc98a6bdb71571db58d_64)] [added: Standards](#i15255c3afccd4007a07617dd2552746a_67)] | | | [removed: [20](#i5a8d80cfb8e04bc98a6bdb71571db58d_64)] [added: [20](#i15255c3afccd4007a07617dd2552746a_67)] | | |

| [Operating [removed: Overview](#i5a8d80cfb8e04bc98a6bdb71571db58d_67)] [added: Overview](#i15255c3afccd4007a07617dd2552746a_70)] | | | [removed: [20](#i5a8d80cfb8e04bc98a6bdb71571db58d_67)] [added: [20](#i15255c3afccd4007a07617dd2552746a_70)] | | |

| [Critical Accounting [removed: Estimates](#i5a8d80cfb8e04bc98a6bdb71571db58d_73)] [added: Estimates](#i15255c3afccd4007a07617dd2552746a_76)] | | | [removed: [22](#i5a8d80cfb8e04bc98a6bdb71571db58d_73)] [added: [22](#i15255c3afccd4007a07617dd2552746a_76)] | | |

| [Results of [removed: Operations](#i5a8d80cfb8e04bc98a6bdb71571db58d_76)] [added: Operations](#i15255c3afccd4007a07617dd2552746a_79)] | | | [removed: [25](#i5a8d80cfb8e04bc98a6bdb71571db58d_79)] [added: [25](#i15255c3afccd4007a07617dd2552746a_82)] | | |

| [Financial [removed: Condition](#i5a8d80cfb8e04bc98a6bdb71571db58d_88)] [added: Condition](#i15255c3afccd4007a07617dd2552746a_91)] | | | [removed: [31](#i5a8d80cfb8e04bc98a6bdb71571db58d_88)] [added: [31](#i15255c3afccd4007a07617dd2552746a_91)] | | |

| [Shareholders' [removed: Equity](#i5a8d80cfb8e04bc98a6bdb71571db58d_94)] [added: Equity](#i15255c3afccd4007a07617dd2552746a_97)] | | | [removed: [32](#i5a8d80cfb8e04bc98a6bdb71571db58d_94)] [added: [32](#i15255c3afccd4007a07617dd2552746a_97)] | | |

| [Liquidity and Capital [removed: Resources](#i5a8d80cfb8e04bc98a6bdb71571db58d_100)] [added: Resources](#i15255c3afccd4007a07617dd2552746a_103)] | | | [removed: [33](#i5a8d80cfb8e04bc98a6bdb71571db58d_100)] [added: [33](#i15255c3afccd4007a07617dd2552746a_103)] | | |

| [Transactions/Agreements with Related [removed: Parties](#i5a8d80cfb8e04bc98a6bdb71571db58d_103)] [added: Parties](#i15255c3afccd4007a07617dd2552746a_106)] | | | [removed: [35](#i5a8d80cfb8e04bc98a6bdb71571db58d_103)] [added: [35](#i15255c3afccd4007a07617dd2552746a_106)] | | |

- difficulties with [removed: technology or] [added: technology,] data [added: or network] security breaches, including cyber attacks;

"Financial Statements and Supplementary Data - Note 2, Significant Accounting Policies, of Notes to [added: Consolidated] Financial Statements" contained within this report for a discussion of recently [added: adopted and] issued accounting standards and the impact on our [added: consolidated] financial statements if known.

The management fee rate was set at 25% for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Based on analysis of the foregoing factors, our Board of Directors set the [removed: 2024] [added: 2025] management fee rate again at 25%.

Agent compensation comprised approximately [removed: 67%] [added: 69%] of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

The underwriting services we provide include underwriting and policy processing and comprised approximately 9% of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

We also provide information technology services that support all the functions listed above that comprised approximately [removed: 11%] [added: 9%] of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

[removed: Life insurance management services include] costs incurred in the management and processing of life insurance business.

[added: Investment management services are related to] investment trading activity, accounting and all other functions attributable to the investment of funds.

In [removed: 2023,] [added: 2024,] approximately [removed: 71%] [added: 70%] of the administrative services expenses were entirely attributable to the respective administrative functions (claims handling, life insurance management and investment management), while the remaining [removed: 29%] [added: 30%] of these expenses were allocations of costs for departments that support these administrative functions.

The expenses we incur and related reimbursements we receive for administrative services are presented gross in our [added: Consolidated] Statements of Operations.

The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising [removed: 70%] [added: 71%] of the [removed: 2023] [added: 2024] direct and affiliated assumed written premiums and commercial lines comprising the remaining [removed: 30%.][added: 29%.]

Impairments resulting from a credit loss are recognized in earnings with a corresponding allowance on the [removed: Statement] [added: Consolidated Statements] of Financial Position.

| *(dollars in thousands, except per share data)* | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | | | | [removed: 2021] [added: 2022] | | |

| Operating income | | | | | | $ | [removed: 520,256] [added: 676,455] | | | | | [removed: 38.3] [added: 30.0] | | | % | | | | | | $ | [removed: 376,214] [added: 520,256] | | | | | [removed: 18.3] [added: 38.3] | | | % | | | | | | $ | [removed: 318,097] [added: 376,214] | |

| Total investment income | | | | | | [removed: 28,968] [added: 69,260] | | | | | | NM | | | | | | | | | [removed: 632] [added: 28,968] | | | | | | [removed: (99.1)] [added: NM] | | | | | | | | | [removed: 67,332] [added: 632] | | |

| Interest expense, net | | | | | | — | | | | | | NM | | | | | | | | | [removed: 2,009] [added: —] | | | | | | [removed: (51.4)] [added: NM] | | | | | | | | | [removed: 4,132] [added: 2,009] | | |

| Other income [removed: (expense)] | | | | | | [removed: 12,712] [added: 11,564] | | | | | | [removed: NM] [added: (9.0)] | | | | | | | | | [removed: 1,615] [added: 12,712] | | | | | | NM | | | | | | | | | [removed: (4,893)] [added: 1,615] | | |

| Income before income taxes | | | | | | [removed: 561,936] [added: 757,279] | | | | | | [removed: 49.3] [added: 34.8] | | | | | | | | | [removed: 376,452] [added: 561,936] | | | | | | [removed: 0.0] [added: 49.3] | | | | | | | | | [removed: 376,404] [added: 376,452] | | |

| Income tax expense | | | | | | [removed: 115,875] [added: 156,965] | | | | | | [removed: 48.8] [added: 35.5] | | | | | | | | | [removed: 77,883] [added: 115,875] | | | | | | [removed: (0.8)] [added: 48.8] | | | | | | | | | [removed: 78,544] [added: 77,883] | | |

| Net income | | | | | | $ | [removed: 446,061] [added: 600,314] | | | | | [removed: 49.4] [added: 34.6] | | | % | | | | | | $ | [removed: 298,569] [added: 446,061] | | | | | [removed: 0.2] [added: 49.4] | | | % | | | | | | $ | [removed: 297,860] [added: 298,569] | |

| Net income per share - diluted | | | | | | $ | [removed: 8.53] [added: 11.48] | | | | | [removed: 49.4] [added: 34.6] | | | % | | | | | | $ | [removed: 5.71] [added: 8.53] | | | | | [removed: 0.3] [added: 49.4] | | | % | | | | | | $ | [removed: 5.69] [added: 5.71] | |

Operating income increased in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] as growth in operating revenue outpaced the growth in operating expenses.

The management fee rate was 25% for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

The direct and affiliated assumed premiums written by the Exchange increased [removed: 17.0%] [added: 18.4%] to [removed: $10.1] [added: $11.9] billion in [removed: 2023] [added: 2024] and [removed: 9.2%] [added: 17.0%] to [removed: $8.6] [added: $10.1] billion in [removed: 2022.][added: 2023.]

Cost of operations for policy issuance and renewal services increased 12.0% to $2.0 billion in 2023 primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth, as well as increased employee compensation and technology [removed: costs.][added: costs, partially offset by decreased agent incentive compensation driven by higher claims severity and related loss costs experienced by the Exchange.]

Cost of operations for policy issuance and renewal services increased [removed: 7.0%] [added: 15.0%] to [removed: $1.8] [added: $2.3] billion in [removed: 2022] [added: 2024] primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth, as well as increased [removed: professional fees] [added: personnel costs] and [removed: technology costs.][added: underwriting report costs, partially offset by decreased professional fees.]

Management fee revenue for administrative services increased [removed: 9.2%] [added: 7.4%] to [removed: $63.7] [added: $68.4] million in [removed: 2023] [added: 2024] compared to an increase of [removed: 0.1%] [added: 9.2%] in [removed: 2022.][added: 2023.]

The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by [removed: $737.1] [added: $806.3] million in [removed: 2023] [added: 2024] and [removed: $668.3] [added: $737.1] million in [removed: 2022,] [added: 2023,] but had no net impact on operating income.

Total investment income increased $28.3 million in 2023 primarily due to lower [removed: net] realized and unrealized investment losses and an increase in net investment income compared to 2022.

[added: Total investment income increased $40.3 million in 2024] primarily due to [removed: a decrease] [added: an increase] in net investment income [removed: as well as] [added: and] net realized and unrealized [removed: investment losses] [added: gains] in [removed: 2022] [added: 2024] compared to net [removed: gains] [added: realized and unrealized losses] in [removed: 2021.][added: 2023.]

| [Investments](#i15255c3afccd4007a07617dd2552746a_94) | | | [31](#i15255c3afccd4007a07617dd2552746a_94) | | |

◦factors impacting the timing of premium rates charged for policies;

Life insurance management services include

Our primary pension plan is a noncontributory defined benefit pension plan covering substantially all employees.

Although we are the sponsor of this postretirement plan and record the funded status of the plan, there are reimbursements between us and the Exchange and its insurance subsidiaries for their allocated share of pension income or cost.

In 2024, we changed our target asset allocation to reduce investment risk by shifting portfolio assets from equity

securities to debt securities.

Based on the current asset allocation and a review of the key factors and expectations of future asset performance as well as the current market environment, the expected return on asset assumption will remain at 7.00% for 2025.

We expect to recognize net pension benefit expense of $7.8 million in 2025 primarily driven by anticipated plan progression as well as demographic assumption updates from a 2024 experience study, partially offset by an increase in the discount rate.

The management fee rate was set at 25% for 2024, 2023 and 2022.

Our current transaction price allocation review resulted in a minor change in the allocation between the two performance obligations in 2024 compared to prior years, which did not have a material impact on our financial statements.

| Direct and affiliated assumed premiums written by the Exchange | | | | | | $ | 11,903,759 | | | | | 18.4 | | | % | | | | | | $ | 10,056,484 | | | | | 17.0 | | | % | | | | | | $ | 8,595,960 | |

In 2022 and continuing through 2024, the Exchange implemented rate increases primarily as a result of inflation-driven severity increases.

| *(dollars in thousands)* | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | |

| Management fee revenue - policy issuance and renewal services | | | | | | $ | 2,894,074 | | | | | 18.5 | | | % | | | | | | $ | 2,442,073 | | | | | 17.0 | | | % | | | | | | $ | 2,087,846 | |

| *(dollars in thousands)* | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | |

Customer service costs increased $8.7 million primarily due to increased personnel costs and credit card processing fees.

Administrative and other costs increased

Personnel costs in 2024 were impacted by increased compensation.

| *(dollars in thousands)* | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | |

| Administrative services reimbursement revenue | | | | | | 806,336 | | | | | | 9.4 | | | | | | | | | 737,139 | | | | | | 10.3 | | | | | | | | | 668,268 | | |

| *(dollars in thousands)* | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | |

Net investment income increased $25.6 million in 2024, compared to 2023, primarily due to improved results of limited partnership investments and an increase in bond and cash and cash equivalent income as a result of higher bond yields and average holdings.

Net impairment losses of $4.1 million in 2024 primarily include current expected credit losses on held-to-maturity securities and other loans receivable.

Impairment losses of $9.8 million in 2023 primarily include current expected credit losses on other loans receivable and intent to sell impairments on available-for-sale securities.

"Financial Statements and Supplementary Data - Note 2, Significant Accounting Policies, of Notes to Consolidated Financial Statements" for additional information on other loans receivable and held-to-maturity securities.

On August 8, 2024, while our A+ "Superior" rating was reaffirmed, the financial strength rating outlook was revised from stable to negative.

The outlook was primarily driven by the Exchange’s recent profitability challenges from rising loss cost pressures and increased weather-related activity, and the related surplus impact.

The outlook acknowledged that while actions have been implemented to address the challenges, the timing lag related to the most significant action, rate increases, could result in interim challenges until such time as the rate increases are earned and the full beneficial impact is realized.

| Available-for-sale securities (1) | | | | | | $ | 1,043,615 | | | | | 83 | | % | | | | $ | 961,241 | | | | | 85 | | % |

*(1)This includes $7.3 million of securities lent under a securities lending agreement.*

Available-for-sale securities

| Basic materials | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 961 | | | | | $ | 2,156 | | | | | $ | 8,809 | | | | | $ | 11,926 | |

| Communications | | | | | | 0 | | | | | | 5,967 | | | | | | 12,615 | | | | | | 14,030 | | | | | | 11,882 | | | | | | 44,494 | | |

| Consumer | | | | | | 0 | | | | | | 1,976 | | | | | | 32,822 | | | | | | 63,195 | | | | | | 42,072 | | | | | | 140,065 | | |

| Diversified | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 679 | | | | | | 679 | | |

| Energy | | | | | | 0 | | | | | | 849 | | | | | | 5,720 | | | | | | 17,003 | | | | | | 14,326 | | | | | | 37,898 | | |

| Financial | | | | | | 0 | | | | | | 6,303 | | | | | | 103,826 | | | | | | 134,849 | | | | | | 20,307 | | | | | | 265,285 | | |

| Industrial | | | | | | 0 | | | | | | 0 | | | | | | 5,367 | | | | | | 18,315 | | | | | | 27,943 | | | | | | 51,625 | | |

| Structured securities (2) | | | | | | 163,273 | | | | | | 183,706 | | | | | | 28,095 | | | | | | 17,146 | | | | | | 844 | | | | | | 393,064 | | |

| [Investments](#i5a8d80cfb8e04bc98a6bdb71571db58d_91) | | | [31](#i5a8d80cfb8e04bc98a6bdb71571db58d_91) | | |

See Item 8.

Investment management services are related to

Increases in the cost of operations for policy issuance and renewal services in both periods were partially offset by decreased agent incentive compensation driven by higher claims severity and related loss costs experienced by the Exchange.

Total investment income decreased $66.7 million in 2022

Inflation remained elevated from historical levels during 2023.

The extent and duration of the impacts to economic conditions remain uncertain.

*Impairments*

Our fixed maturity portfolio experienced unrealized losses in 2023 and 2022 as a result of the higher interest rate environment compared to prior years.

We regularly monitor our fixed maturity and equity security portfolios for price changes and perform detailed reviews of securities in an unrealized loss position that may indicate that credit-related or other impairments exist.

As of December 31, 2023, our intent to sell and credit-related impairments were not material to our financial condition or results of operations.

Our pension plans consist of a noncontributory defined benefit pension plan covering substantially all employees and an unfunded supplemental employee retirement plan ("SERP") for certain members of executive and senior management.

If actuarial net gains or losses exceed 5% of the greater of the projected benefit obligation and the market-

We continue to project net pension benefit income in 2024 as opposed to expense.

While our discount rate assumptions decreased for 2024, the estimated increase in net pension benefit income to $4.3 million in 2024 is primarily due to an anticipated one-time SERP settlement credit of $1.0 million.

In response to reduced driving conditions in 2020 resulting from the COVID-19 pandemic, the Exchange implemented $200 million in personal and commercial auto rate reductions on policies written between July 1, 2020 and June 30, 2021, which negatively impacted Exchange's written premium in 2021 by approximately $110 million.

The Exchange began implementing rate increases in 2021 primarily due to increased claims frequency as driving activity returned to near pre-pandemic levels and continued to implement rate increases in 2022 and 2023 primarily as a result of inflation-driven severity increases.

competitors, could affect the ability of the Exchange's agents to retain and attract new business.

The increase in service agreement revenue in 2023 and 2022 is primarily due to an increase in shared office space revenue.

incentive compensation.

The profitability component of agent incentive compensation decreased due to higher claims severity and related loss costs experienced primarily in 2022.

Net investment income decreased $33.6 million in 2022, compared to 2021, primarily due to equity in (losses) earnings of limited partnerships.

Net impairment losses of $9.8 million in 2023 include $7.3 million of current expected credit losses recognized on loans receivable related to real estate development projects supporting the revitalization efforts in our community.

Impairment losses in 2023 also include $2.4 million related to available-for-sale securities, including $1.8 million of securities in an unrealized loss position where we had intent to sell prior to recovery of our amortized cost basis and $0.7 million of credit impairment losses.

Net impairment recoveries of $0.2 million in 2021 were primarily the result of a change in the current expected credit loss allowance related to our agent loans.

On August 10, 2023, the outlook for the financial strength rating was affirmed as stable.

| Fixed maturities | | | | | | $ | 961,241 | | | | | 85 | | % | | | | $ | 894,661 | | | | | 84 | | % |

Fixed maturities

| Basic materials | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 954 | | | | | $ | 4,345 | | | | | $ | 5,814 | | | | | $ | 11,113 | |

| Communications | | | | | | 0 | | | | | | 2,905 | | | | | | 13,845 | | | | | | 11,474 | | | | | | 15,466 | | | | | | 43,690 | | |

| Consumer | | | | | | 0 | | | | | | 1,989 | | | | | | 21,874 | | | | | | 66,538 | | | | | | 37,449 | | | | | | 127,850 | | |

| Diversified | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 204 | | | | | | 204 | | |

| Energy | | | | | | 0 | | | | | | 0 | | | | | | 3,860 | | | | | | 21,854 | | | | | | 9,239 | | | | | | 34,953 | | |

| Financial | | | | | | 0 | | | | | | 2,066 | | | | | | 98,091 | | | | | | 123,301 | | | | | | 13,799 | | | | | | 237,257 | | |

| Industrial | | | | | | 0 | | | | | | 0 | | | | | | 7,856 | | | | | | 19,281 | | | | | | 26,907 | | | | | | 54,044 | | |

| Structured securities (2) | | | | | | 137,058 | | | | | | 190,550 | | | | | | 27,517 | | | | | | 16,464 | | | | | | 117 | | | | | | 371,706 | | |

| Technology | | | | | | 1,909 | | | | | | 0 | | | | | | 2,971 | | | | | | 21,464 | | | | | | 13,686 | | | | | | 40,030 | | |

| Utilities | | | | | | 0 | | | | | | 0 | | | | | | 1,730 | | | | | | 33,641 | | | | | | 5,023 | | | | | | 40,394 | | |

| Total | | | | | | $ | 138,967 | | | | | $ | 197,510 | | | | | $ | 178,698 | | | | | $ | 318,362 | | | | | $ | 127,704 | | | | | $ | 961,241 | |

| Communications | | | | | | 47 | | | | | | | | | | | | 338 | | | | | | | | |

The following is a discussion of our primary risk exposures, including interest rate risk, investment credit risk, concentration risk, liquidity risk, and equity price risk, and how those exposures are currently managed as of December 31, [removed: 2023.][added: 2024.]

We invest primarily in fixed maturity investments, which comprised [removed: 85%] [added: 84%] of our invested assets at December 31, [removed: 2023.][added: 2024.]

| *(dollars in thousands)* | | | | | | [removed: At December 31,] [added: 2024] | | | | | | [added: 2023] | | |

| Fair value of fixed maturity portfolio | | | | | | $ | [removed: 961,241] [added: 1,048,549] | | | | | $ | [removed: 894,661] [added: 961,241] | |

| Fair value assuming 100-basis point rise in interest rates | | | | | | $ | [removed: 935,444] [added: 1,018,957] | | | | | $ | [removed: 868,919] [added: 935,444] | |

| Effective duration (as a percentage) | | | | | | [removed: 2.7] [added: 2.9] | | | | | | [removed: 2.9] [added: 2.7] | | |

While the fixed maturity portfolio is sensitive to interest rates, the future principal cash flows that will be received by contractual maturity date are presented below at December 31, [removed: 2023 and 2022.][added: 2024.]

| [removed: Fixed maturities:] | | | | | | [added: | | | | | | | | | | | | | | | At] December 31, 2023 | | | | | | | | | [added: | | | | | |]

We classify [removed: all] [added: the vast majority of our] fixed maturities as available-for-sale securities, allowing us to meet our liquidity needs and provide greater flexibility to appropriately respond to changes in market conditions.

The following tables show our fixed maturity investments by [removed: rating*(1)*:][added: rating (1):]

| AAA, AA, A | | | | | | [added: | | | | | | | | | | | | | | |] $ | 537,751 | | | | | $ | 515,175 | | | | | 54 | | % |

| BBB | | | | | | [added: | | | | | | | | | | | | | | |] 324,538 | | | | | | 318,362 | | | | | | 33 | | |

| Total investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 862,289 | | | | | | 833,537 | | | | | | 87 | | |

| BB | | | | | | [added: | | | | | | | | | | | | | | |] 51,564 | | | | | | 50,170 | | | | | | 5 | | |

| B | | | | | | [added: | | | | | | | | | | | | | | |] 65,453 | | | | | | 65,251 | | | | | | 7 | | |

| CCC, CC, C, and below | | | | | | [added: | | | | | | | | | | | | | | |] 13,247 | | | | | | 12,283 | | | | | | 1 | | |

| Total non-investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 130,264 | | | | | | 127,704 | | | | | | 13 | | |

| Total | | | | | | [added: | | | | | | | | | | | | | | |] $ | 992,553 | | | | | $ | 961,241 | | | | | 100 | | % |

| CCC, CC, C, and below | | | | | | [removed: | | | | | | | | | | | | | | | 11,888] [added: 17,684] | | | | | | [removed: 9,840] [added: 17,203] | | | | | | [removed: 1] [added: 2] | | |

Our portfolio of equity securities, which primarily includes nonredeemable preferred stock, is carried on the [added: Consolidated] Statements of Financial Position at estimated fair value.

| Year ending December 31, | | | | | | Future Principal Cash Flows | | | | | | | | |

| 2025 | | | | | | $ | 45,052 | | | | | | | |

| 2026 | | | | | | 75,391 | | | | | | | | |

| 2027 | | | | | | 130,135 | | | | | | | | |

| 2028 | | | | | | 131,000 | | | | | | | | |

| 2029 | | | | | | 123,003 | | | | | | | | |

| Thereafter | | | | | | 572,918 | | | | | | | | |

| Total | | | | | | $ | 1,077,499 | | | | | | | |

| Fair value | | | | | | $ | 1,048,549 | | | | | | | |

| | | | | | | At December 31, 2024 | | | | | | | | | | | | | | |

| AAA, AA, A | | | | | | $ | 584,600 | | | | | $ | 564,443 | | | | | 54 | | % |

| BBB | | | | | | 328,561 | | | | | | 326,990 | | | | | | 31 | | |

| Total investment grade | | | | | | 913,161 | | | | | | 891,433 | | | | | | 85 | | |

| BB | | | | | | 71,000 | | | | | | 70,845 | | | | | | 7 | | |

| B | | | | | | 68,944 | | | | | | 69,068 | | | | | | 6 | | |

| Total non-investment grade | | | | | | 157,628 | | | | | | 157,116 | | | | | | 15 | | |

| Total | | | | | | $ | 1,070,789 | | | | | $ | 1,048,549 | | | | | 100 | | % |

*(1)* *Ratings are supplied by S&P, Moody's, and Fitch with the exception of held-to-maturity securities, which are unrated.

Fixed maturities interest-rate sensitivity analysis

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2023 | | | | | | 2022 | | |

Contractual repayments of principal by maturity date

| *(in thousands)* | | | | | | | | | | | | | | |

| 2024 | | | | | | $ | 81,072 | | | | | | | |

| 2025 | | | | | | 96,519 | | | | | | | | |

| 2026 | | | | | | 79,385 | | | | | | | | |

| 2027 | | | | | | 116,418 | | | | | | | | |

| 2028 | | | | | | 137,065 | | | | | | | | |

| Thereafter | | | | | | 481,895 | | | | | | | | |

| Total | | | | | | $ | 992,354 | | | | | | | |

| Fair value | | | | | | $ | 961,241 | | | | | | | |

| Fixed maturities: | | | | | | December 31, 2022 | | | | | | | | |

| 2023 | | | | | | $ | 24,561 | | | | | | | |

| 2024 | | | | | | 104,164 | | | | | | | | |

| 2025 | | | | | | 125,785 | | | | | | | | |

| 2026 | | | | | | 79,745 | | | | | | | | |

| 2027 | | | | | | 116,571 | | | | | | | | |

| Thereafter | | | | | | 500,905 | | | | | | | | |

| Total | | | | | | $ | 951,731 | | | | | | | |

| Fair value | | | | | | $ | 894,661 | | | | | | | |

| | | | | | | At December 31, 2023 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | At December 31, 2022 | | | | | | | | | | | | | | |

| AAA, AA, A | | | | | | | | | | | | | | | | | | | | | $ | 518,088 | | | | | $ | 479,413 | | | | | 54 | | % |

| BBB | | | | | | | | | | | | | | | | | | | | | 318,801 | | | | | | 300,900 | | | | | | 33 | | |

| Total investment grade | | | | | | | | | | | | | | | | | | | | | 836,889 | | | | | | 780,313 | | | | | | 87 | | |

| BB | | | | | | | | | | | | | | | | | | | | | 45,784 | | | | | | 41,978 | | | | | | 5 | | |

| B | | | | | | | | | | | | | | | | | | | | | 66,574 | | | | | | 62,530 | | | | | | 7 | | |

| Total non-investment grade | | | | | | | | | | | | | | | | | | | | | 124,246 | | | | | | 114,348 | | | | | | 13 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 961,135 | | | | | $ | 894,661 | | | | | 100 | | % |

*(1)* *Ratings are supplied by S&P, Moody's, and Fitch.

The Exchange has wholly owned property and casualty [added: insurance] subsidiaries including: Erie Insurance Company, Erie Insurance Company of New York, Erie Insurance Property & Casualty Company and Flagship City Insurance Company, and a wholly owned life insurance company, Erie Family Life Insurance Company ("EFL").

Agent compensation comprised approximately [removed: 67%] [added: 69%] of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

The underwriting services we provide include underwriting and policy processing and comprised approximately 9% of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

We also provide information technology services that support all the functions listed above that comprised approximately [removed: 11%] [added: 9%] of our [removed: 2023] [added: 2024] policy issuance and renewal expenses.

The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising [removed: 70%] [added: 71%] of the [removed: 2023] [added: 2024] direct and affiliated assumed written premiums and commercial lines comprising the remaining [removed: 30%.][added: 29%.]

[added: The principal personal] lines products are private passenger automobile and homeowners.

"Financial Statements and Supplementary Data - Note [removed: 15,] [added: 16,] Concentrations of Credit Risk, of Notes to [added: Consolidated] Financial Statements" contained within this report.

[removed: This focus allows the Exchange] to accomplish its mission of providing as near perfect protection, as near perfect service as is humanly possible at the lowest possible cost.

Employees have access to an employee assistance plan, [added: mental and emotional well-being resources,] emergency child and elder care providers, adoption assistance, and infertility assistance, among others.

[removed: We] [added: Additionally, we] foster an inclusive workplace through the endorsement of nine affinity networks and five business resource groups.

Affinity networks are employee-driven groups [removed: that focus on particular dimensions of diversity and are] designed to foster greater awareness and a culture of inclusion.

[removed: Through these groups, we are taking a broader approach to problem-solving and innovation] [added: Business resource groups address business issues] by aligning cross-functional teams of employees to our business [removed: strategy.][added: strategy, providing a broader approach to problem-solving and innovation.]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Full-time (1) | | | | | | [removed: 6,481] [added: 6,715] | | | | | | [removed: 5,970] [added: 6,481] | | | | | | [removed: 5,805] [added: 5,970] | | |

| Part-time | | | | | | [removed: 24] [added: 26] | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 30] [added: 23] | | |

| Temporary (2) | | | | | | [removed: 51] [added: 60] | | | | | | [removed: 45] [added: 51] | | | | | | [removed: 41] [added: 45] | | |

| Turnover (3) | | | | | | [removed: 9.0] [added: 8.2] | | % | | | | [removed: 11.2] [added: 9.0] | | % | | | | [removed: 8.0] [added: 11.2] | | % |

| Voluntary | | | | | | 4.8 | | % | | | | [removed: 6.9] [added: 4.8] | | % | | | | [removed: 4.8] [added: 6.9] | | % |

| Retirements | | | | | | [removed: 2.8] [added: 2.3] | | % | | | | [removed: 3.6] [added: 2.8] | | % | | | | [removed: 2.2] [added: 3.6] | | % |

| Average tenure (4) | | | | | | [removed: 10.4] [added: 10.6] | | | | | | [removed: 11.7] [added: 10.4] | | | | | | [removed: 12.6] [added: 11.7] | | |

*(1) Includes [added: approximately] 50% of employees who provide claims and life insurance management services exclusively for the Exchange and its [added: insurance] subsidiaries for all periods presented.

The Exchange and its [added: insurance] subsidiaries reimburse us monthly for the cost of these services.*

Business Segments

We operate under a single reportable segment: management operations.

Financial information about this segment is set forth in and referenced to Item 8.

“Financial Statements and Supplementary Data - Note 4, Segment Information, of Notes to Consolidated Financial Statements” contained within this report.

Further discussion of financial results for our single operating segment is provided in and referenced to Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained within this report.

This focus allows the Exchange

We strive to maintain a positive employee experience through a continuous listening approach that seeks employee feedback through various mechanisms such as periodic pulse surveys and all-employee forums.

In 2024, we were recognized as a Best Employers: Excellence in Health & Well-being by the Business Group on Health for our commitment to advancing employee well-being for the 15th consecutive year.

We recognize the importance of diverse backgrounds and experiences and are committed to providing equal employment opportunity for all employees.

The principal personal

Employee Value Proposition

In 2023, we were Certified™ by Great Place To Work® for our positive employee experience.

Diversity, Equity & Inclusion

Diversity, equity, and inclusion ("DEI") is integral to our business success.

Our DEI efforts are led by a Chief Diversity Officer who reports directly to the Chief Executive Officer, affirming our commitment to DEI from executive leadership.

These efforts are further supported by a dedicated team of professionals including a Vice President of Diversity, Equity, and Inclusion.

We recognize the importance of diverse backgrounds and experiences.

In support of our recruiting strategy, members of these networks engage with various colleges and universities throughout the country, including Historically Black Colleges and Universities.

Business resource groups address business issues using a DEI lens.

Erie Indemnity Company ("Indemnity") was named as a defendant in a complaint filed on August 24, 2021, by alleged subscribers of the Erie Insurance Exchange (the "Exchange") in the Court of Common Pleas Civil Division of Allegheny County, Pennsylvania captioned TROY STEPHENSON, CHRISTINA STEPHENSON, SUSAN [removed: RUBEL,] [added: RUBEL] and STEVEN BARNETT, individually and on behalf of all others similarly situated (Plaintiffs) v.

On December 6, 2021, another Complaint was filed in the Court of Common Pleas of Allegheny County, Pennsylvania captioned ERIE INSURANCE EXCHANGE, an unincorporated association, by TROY STEPHENSON, CHRISTINA [removed: STEPHENSON,] [added: STEPHENSON] and STEVEN BARNETT, trustees ad litem, and alternatively, ERIE INSURANCE EXCHANGE, by TROY STEPHENSON, CHRISTINA [removed: STEPHENSON,] [added: STEPHENSON] and STEVEN BARNETT, (Plaintiff), v.

Indemnity intends to vigorously defend [added: the district court’s order on appeal and to otherwise defend] against all [removed: of the] allegations and requests for relief [removed: in the complaint.][added: sought by plaintiffs.]

The Petition [removed: seeks] [added: sought] a determination from the Court that the lower courts improperly denied federal jurisdiction.

"Financial Statements and Supplementary Data - Note [removed: 16,] [added: 17,] Commitment and Contingencies, of Notes to [added: Consolidated] Financial Statements".

By order dated February 26, 2024, the United States Supreme Court denied Indemnity's Petition for Writ of Certiorari.

After the denial of certiorari, the district court, by Opinion and Order dated February 28, 2024, granted Indemnity’s motion for a preliminary injunction under the All Writs Act after determining that the gravamen of the plaintiff’s state court action “is the same” as two actions previously dismissed in federal court, that Indemnity would be irreparably harmed if it is forced to relitigate those same issues in state court, plaintiffs had a full and fair opportunity to litigate the same issues in prior litigation, and that an injunction would serve the public interest.

The Court’s order preliminarily enjoined the named plaintiffs from pursuing the Erie Ins.

Exch.

v.

Erie Indem.

Co. action and enjoined the state court from conducting further proceedings in that action.

The court ordered Indemnity to file a motion to convert the preliminary injunction into a permanent injunction.

In the meantime, plaintiffs filed a Notice of Appeal with the United States Court of Appeals for the Third Circuit.

As a result of the filing of the appeal, the trial court stayed the order issuing an injunction.

The appeal has been briefed and oral argument was held on October 29, 2024, before a three-judge panel of the Third Circuit.

The parties are currently awaiting a decision.

The Petition is currently pending before the Court.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Aggregate market value of voting and non-voting common stock held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter: [removed: $5.3] [added: $9.1] billion of Class A non-voting common stock as of June 30, [removed: 2023.][added: 2024.]

46,189,068 shares of Class A common stock and 2,542 shares of Class B common stock outstanding on February [removed: 20, 2024.][added: 21, 2025.]

Portions of Part III of this Form 10-K (Items 10, 11, 12, 13, and 14) are incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

| [removed: [I](#i5a8d80cfb8e04bc98a6bdb71571db58d_10)] [added: [I](#i15255c3afccd4007a07617dd2552746a_10)] | | | [Item [removed: 1.](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] [added: 1.](#i15255c3afccd4007a07617dd2552746a_13)] | | | [removed: [Business](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] [added: [Business](#i15255c3afccd4007a07617dd2552746a_13)] | | | [removed: [3](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] [added: [3](#i15255c3afccd4007a07617dd2552746a_13)] | | |

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| | | | [Item [removed: 4.](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] [added: 4.](#i15255c3afccd4007a07617dd2552746a_34)] | | | [Mine Safety [removed: Disclosures](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] [added: Disclosures](#i15255c3afccd4007a07617dd2552746a_34)] | | | [removed: [16](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] [added: [16](#i15255c3afccd4007a07617dd2552746a_34)] | | |

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| | | | [Item [removed: 8.](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] [added: 8.](#i15255c3afccd4007a07617dd2552746a_118)] | | | [Financial Statements and Supplementary [removed: Data](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] [added: Data](#i15255c3afccd4007a07617dd2552746a_118)] | | | [removed: [39](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] [added: [39](#i15255c3afccd4007a07617dd2552746a_118)] | | |

| | | | [Item [removed: 9.](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] [added: 9.](#i15255c3afccd4007a07617dd2552746a_223)] | | | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] [added: Disclosure](#i15255c3afccd4007a07617dd2552746a_223)] | | | [removed: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] [added: [75](#i15255c3afccd4007a07617dd2552746a_223)] | | |

| | | | [Item [removed: 9A.](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] [added: 9A.](#i15255c3afccd4007a07617dd2552746a_226)] | | | [Controls and [removed: Procedures](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] [added: Procedures](#i15255c3afccd4007a07617dd2552746a_226)] | | | [removed: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] [added: [75](#i15255c3afccd4007a07617dd2552746a_226)] | | |

| | | | [Item [removed: 9B.](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] [added: 9B.](#i15255c3afccd4007a07617dd2552746a_229)] | | | [Other [removed: Information](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] [added: Information](#i15255c3afccd4007a07617dd2552746a_229)] | | | [removed: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] [added: [75](#i15255c3afccd4007a07617dd2552746a_229)] | | |

| [removed: [III](#i5a8d80cfb8e04bc98a6bdb71571db58d_232)] [added: [III](#i15255c3afccd4007a07617dd2552746a_235)] | | | [Item [removed: 10.](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] [added: 10.](#i15255c3afccd4007a07617dd2552746a_238)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] [added: Governance](#i15255c3afccd4007a07617dd2552746a_238)] | | | [removed: [75](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] [added: [77](#i15255c3afccd4007a07617dd2552746a_238)] | | |

| | | | [Item [removed: 11.](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] [added: 11.](#i15255c3afccd4007a07617dd2552746a_241)] | | | [Executive [removed: Compensation](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] [added: Compensation](#i15255c3afccd4007a07617dd2552746a_241)] | | | [removed: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] [added: [78](#i15255c3afccd4007a07617dd2552746a_241)] | | |

| | | | [Item [removed: 12.](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] [added: 12.](#i15255c3afccd4007a07617dd2552746a_244)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] [added: Matters](#i15255c3afccd4007a07617dd2552746a_244)] | | | [removed: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] [added: [78](#i15255c3afccd4007a07617dd2552746a_244)] | | |

| | | | [Item [removed: 13.](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] [added: 13.](#i15255c3afccd4007a07617dd2552746a_247)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] [added: Independence](#i15255c3afccd4007a07617dd2552746a_247)] | | | [removed: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] [added: [78](#i15255c3afccd4007a07617dd2552746a_247)] | | |

| | | | [Item [removed: 14.](#i5a8d80cfb8e04bc98a6bdb71571db58d_247)] [added: 14.](#i15255c3afccd4007a07617dd2552746a_250)] | | | [Principal Accountant Fees and [removed: Services](#i5a8d80cfb8e04bc98a6bdb71571db58d_247)] [added: Services](#i15255c3afccd4007a07617dd2552746a_250)] | | | [removed: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_247)] [added: [78](#i15255c3afccd4007a07617dd2552746a_250)] | | |

| [removed: [IV](#i5a8d80cfb8e04bc98a6bdb71571db58d_250)] [added: [IV](#i15255c3afccd4007a07617dd2552746a_253)] | | | [Item [removed: 15.](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] [added: 15.](#i15255c3afccd4007a07617dd2552746a_256)] | | | [Exhibits and Financial Statement [removed: Schedules](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] [added: Schedules](#i15255c3afccd4007a07617dd2552746a_256)] | | | [removed: [77](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] [added: [79](#i15255c3afccd4007a07617dd2552746a_256)] | | |

| | | | [Item [removed: 16.](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] [added: 16.](#i15255c3afccd4007a07617dd2552746a_259)] | | | [Form 10-K [removed: Summary](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] [added: Summary](#i15255c3afccd4007a07617dd2552746a_259)] | | | [removed: [77](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] [added: [79](#i15255c3afccd4007a07617dd2552746a_259)] | | |

| | | | [Item 1C.](#i15255c3afccd4007a07617dd2552746a_22) | | | [Cybersecurity](#i15255c3afccd4007a07617dd2552746a_22) | | | [14](#i15255c3afccd4007a07617dd2552746a_22) | | |

| | | | [Item 6.](#i15255c3afccd4007a07617dd2552746a_46) | | | [\[RESERVED\]](#i15255c3afccd4007a07617dd2552746a_46) | | | [18](#i15255c3afccd4007a07617dd2552746a_46) | | |

| | | | [I](#i15255c3afccd4007a07617dd2552746a_2554)[tem 9C.](#i15255c3afccd4007a07617dd2552746a_2554) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i15255c3afccd4007a07617dd2552746a_2554) | | | [75](#i15255c3afccd4007a07617dd2552746a_2554) | | |

| | | | | | | [Signatures](#i15255c3afccd4007a07617dd2552746a_265) | | | [83](#i15255c3afccd4007a07617dd2552746a_265) | | |

| | | | [I](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126)[tem 1C.](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | | [Cybersecurity](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | | [13](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | |

| | | | [Item 6.](#i5a8d80cfb8e04bc98a6bdb71571db58d_43) | | | [Selected Financial Data](#i5a8d80cfb8e04bc98a6bdb71571db58d_43) | | | [18](#i5a8d80cfb8e04bc98a6bdb71571db58d_43) | | |

| | | | | | | [Signatures](#i5a8d80cfb8e04bc98a6bdb71571db58d_262) | | | [81](#i5a8d80cfb8e04bc98a6bdb71571db58d_262) | | |

None

None.

This committee is sponsored by and reports directly to our Executive Council, which includes our Chief Executive Officer [removed: and] [added: ("CEO"), Chief Financial Officer,] executive vice [removed: presidents.][added: presidents and certain senior vice presidents reporting directly to the CEO as applicable.]

[removed: As part of our overall Enterprise Risk Management ("ERM") program, we employ a] [added: Our] cybersecurity program of technical, administrative, and physical controls [added: is] intended to reduce the risk of cyber threats and protect our information, as well as [removed: documented] [added: document] processes to determine and make appropriate disclosures regarding potential material threats and incidents.

Our cybersecurity philosophy and approach align to the National Institute of Standards and Technology Cybersecurity Framework and its core elements to [added: govern,] identify, protect, detect, respond, and recover from the various forms of cyber threats.

[added: Management provides reports on the emerging] cybersecurity [added: threat landscape and our cybersecurity] risk management program, including our risk evaluation, the results of independent third-party security assessments, and our efforts to manage cyber related risks.

[removed: In accordance with applicable legal and regulatory requirements, this analysis and triage step] includes an assessment of the potential for material impact to us from a cybersecurity incident or a series of individually immaterial related incidents that are material when aggregated.

We maintain a cybersecurity program in alignment with our overall Enterprise Risk Management ("ERM") program.

See Part II, Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained within this report for additional information on the ERM function.

In accordance with applicable legal and regulatory requirements, this analysis and triage step

Management provides reports on our

Indemnity and the Exchange share a corporate home office campus in Erie, Pennsylvania, which comprises approximately [removed: 996,000] [added: one million] square feet.

Additionally, we lease [removed: two] [added: an] office [removed: buildings] [added: building] and [removed: one] [added: a] warehouse facility from third parties and are charged rent for the related square footage we occupy.

Indemnity and the Exchange also own or lease [removed: 25] [added: 24] field offices in 12 states used to primarily support claims-related activities.

The Exchange owns [removed: seven] [added: five] field offices and leases another [removed: 16] [added: 17] from third parties.

Commitments for properties leased from third parties expire periodically through [removed: 2029.][added: 2030.]

As of February [removed: 20, 2024,] [added: 21, 2025,] there were approximately [removed: 504] [added: 484] shareholders of record for the Class A non-voting common stock and 8 shareholders of record for the Class B voting common stock.

The Standard & Poor's Supercomposite Insurance Industry Group Index is made up of 56 constituent members represented by property and casualty insurers, insurance brokers, and life insurers, and is a capitalization weighted [removed: index.][added: index.]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Erie Indemnity Company Class A common stock | | | | | | $ | 100 | | (1) | | | $ | [removed: 127] [added: 152] | | | | | $ | [removed: 194] [added: 122] | | | | | $ | [removed: 155] [added: 161] | | | | | $ | [removed: 205] [added: 221] | | | | | $ | [removed: 281] [added: 276] | |

| Standard & Poor's Supercomposite Insurance Industry Group Index | | | | | | 100 | | | (1) | | | [removed: 128] [added: 98] | | | | | | 127 | | | | | | [removed: 163] [added: 139] | | | | | | [removed: 178] [added: 153] | | | | | | [removed: 196] [added: 193] | | |

The following table presents the number and average price of our outstanding Class A nonvoting common stock shares purchased during the quarter ending December 31, [removed: 2023:][added: 2024:]

| October 1–31, [removed: 2023] [added: 2024] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 17,754 | |

| December 1–31, [removed: 2023] [added: 2024] | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,754 | | |

"Financial Statements and Supplementary Data - Note [removed: 10,] [added: 11,] Incentive and Deferred Compensation Plans, of Notes to [added: Consolidated] Financial Statements" contained within this report for additional information on shares purchased outside of this program.

| Standard & Poor's 500 Stock Index | | | | | | 100 | | | (1) | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 157 | | | | | | 197 | | |

| November 1–30, 2024 (1) | | | | | | 777 | | | | | | 402.38 | | | | | | — | | | | | | 17,754 | | |

| Total | | | | | | 777 | | | | | | 402.38 | | | | | | — | | | | | | | | |

| Standard & Poor's 500 Stock Index | | | | | | 100 | | | (1) | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

| November 1–30, 2023 (1) | | | | | | 1,258 | | | | | | 277.03 | | | | | | — | | | | | | 17,754 | | |

| Total | | | | | | 1,258 | | | | | | 277.03 | | | | | | — | | | | | | | | |

Not applicable.

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i5a8d80cfb8e04bc98a6bdb71571db58d_121) 42[)](#i5a8d80cfb8e04bc98a6bdb71571db58d_121)] [added: ID:](#i15255c3afccd4007a07617dd2552746a_124) 42[)](#i15255c3afccd4007a07617dd2552746a_124)] | | | [removed: [39](#i5a8d80cfb8e04bc98a6bdb71571db58d_121)] [added: [39](#i15255c3afccd4007a07617dd2552746a_124)] | | |

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| [removed: [Statements] [added: [Consolidated](#i15255c3afccd4007a07617dd2552746a_133) [](#i15255c3afccd4007a07617dd2552746a_133)[St](#i15255c3afccd4007a07617dd2552746a_133)[atements] of Financial Position - December 31, [removed: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)] [added: 202](#i15255c3afccd4007a07617dd2552746a_133)[4](#i15255c3afccd4007a07617dd2552746a_133)] [and [removed: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)] [added: 202](#i15255c3afccd4007a07617dd2552746a_133)[3](#i15255c3afccd4007a07617dd2552746a_133)] | | | [removed: [43](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)] [added: [43](#i15255c3afccd4007a07617dd2552746a_133)] | | |

| [removed: [Statements] [added: [Consolidated](#i15255c3afccd4007a07617dd2552746a_136) [St](#i15255c3afccd4007a07617dd2552746a_136)[atements] of Shareholders' Equity for the Years ended December 31, [removed: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)] [added: 202](#i15255c3afccd4007a07617dd2552746a_136)[4](#i15255c3afccd4007a07617dd2552746a_136)[, 202](#i15255c3afccd4007a07617dd2552746a_136)[3](#i15255c3afccd4007a07617dd2552746a_136)] [and [removed: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[1](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)] [added: 202](#i15255c3afccd4007a07617dd2552746a_136)[2](#i15255c3afccd4007a07617dd2552746a_136)] | | | [removed: [44](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)] [added: [44](#i15255c3afccd4007a07617dd2552746a_136)] | | |

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We have audited the accompanying [added: consolidated] statements of financial position of Erie Indemnity Company (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related [added: consolidated] statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 26, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the [added: consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| *Description of the Matter* | | | | | | For the year ended December 31, [removed: 2023,] [added: 2024,] the Company’s [added: cost of operations –] administrative services [removed: reimbursement revenue] totaled [removed: $737.1] [added: $806.3] million. [removed: The Company’s primary function,] [added: As explained in Note 2 of the consolidated financial statements, the Company serves] as [removed: attorney-in-fact, is to perform certain services] [added: the attorney-in-fact] on behalf of the subscribers at the Erie Insurance Exchange (Exchange) [removed: and] [added: with respect to] its [removed: insurance subsidiaries,] [added: administrative services as enumerated] in [removed: accordance with] the subscriber’s [removed: agreement and the service agreements with each of the] [added: agreement. The] Exchange’s insurance [removed: subsidiaries. As explained in Note 2 of] [added: subsidiaries also utilize] the [removed: financial statements,] [added: Company for these services] in accordance with the [removed: approved subscriber’s agreement and] service [removed: agreements,] [added: agreements between the subsidiaries and the Company. Certain] administrative [removed: services,] [added: services costs,] which include costs associated with claims handling services, life insurance [removed: related operating activities,] [added: management services,] investment management, and operating overhead incurred by the Company on behalf of the Exchange and its insurance subsidiaries, are reimbursed to the Company at cost and recorded as administrative services reimbursement revenue, based on the nature of the cost or relevant utilization statistic. Auditing management’s [removed: proportional] cost [removed: allocations] [added: of operations – administrative services] was complex due to the multiple costs that are [removed: allocated,] [added: allocated for reimbursement,] the extensiveness of the allocation process, and the degree of auditor judgement needed to design the nature and extent of audit procedures required to address the matter. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s [removed: proportional] cost [removed: allocations] [added: of operations – administrative services] process. This included, among others, testing [removed: management’s review] controls over the determination of the utilization statistics and ultimate allocation of costs to the Exchange and its insurance subsidiaries. To test the Company’s [removed: proportional] cost [removed: allocations,] [added: of operations – administrative services,] our procedures included, among others, evaluating that the costs included in the allocations are in accordance with the subscriber’s agreement and the service agreements with [removed: each of] the [removed: Exchange’s] [added: Exchange and its] insurance subsidiaries. We tested the completeness [removed: and accuracy] of the costs subjected to allocation [removed: through testing the reconciliation of] [added: by agreeing] the costs recorded in the [removed: source systems] [added: general ledger] to the [removed: costs that are allocated, testing a sample of] cost [removed: allocations, and testing the reconciliation of the cost] allocation [removed: output to the general ledger.] [added: calculation.] We [removed: evaluated the allocation] [added: performed a test] of [removed: costs to the Exchange and its insurance subsidiaries with the costs allocated in prior periods.] [added: details over a sample of cost allocations for accuracy.] | | |

[removed: February 26,] [added: | | | | | | |] 2024 [added: | | | | | | | | | | | | | | | | | | | | |]

[removed: STATEMENTS] [added: CONSOLIDATED STATEMENTS] OF OPERATIONS

Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Management fee revenue - policy issuance and renewal services | | | | | | $ | [removed: 2,442,073] [added: 2,894,074] | | | | | $ | [removed: 2,087,846] [added: 2,442,073] | | | | | $ | [removed: 1,913,166] [added: 2,087,846] | |

| Management fee revenue - administrative services | | | | | | [removed: 63,669] [added: 68,355] | | | | | | [removed: 58,323] [added: 63,669] | | | | | | [removed: 58,286] [added: 58,323] | | |

| Administrative services reimbursement revenue | | | | | | [removed: 737,139] [added: 806,336] | | | | | | [removed: 668,268] [added: 737,139] | | | | | | [removed: 638,483] [added: 668,268] | | |

| Service agreement revenue | | | | | | [removed: 26,059] [added: 26,350] | | | | | | [removed: 25,687] [added: 26,059] | | | | | | [removed: 24,042] [added: 25,687] | | |

| Total operating revenue | | | | | | [removed: 3,268,940] [added: 3,795,115] | | | | | | [removed: 2,840,124] [added: 3,268,940] | | | | | | [removed: 2,633,977] [added: 2,840,124] | | |

| Cost of operations - policy issuance and renewal services | | | | | | [removed: 2,011,545] [added: 2,312,324] | | | | | | [removed: 1,795,642] [added: 2,011,545] | | | | | | [removed: 1,677,397] [added: 1,795,642] | | |

| Cost of operations - administrative services | | | | | | [removed: 737,139] [added: 806,336] | | | | | | [removed: 668,268] [added: 737,139] | | | | | | [removed: 638,483] [added: 668,268] | | |

| Total operating expenses | | | | | | [removed: 2,748,684] [added: 3,118,660] | | | | | | [removed: 2,463,910] [added: 2,748,684] | | | | | | [removed: 2,315,880] [added: 2,463,910] | | |

| Operating income | | | | | | [removed: 520,256] [added: 676,455] | | | | | | [removed: 376,214] [added: 520,256] | | | | | | [removed: 318,097] [added: 376,214] | | |

| Net investment income | | | | | | [removed: 44,572] [added: 70,155] | | | | | | [removed: 28,585] [added: 44,572] | | | | | | [removed: 62,177] [added: 28,585] | | |

| Net realized and unrealized investment [removed: (losses)] gains [added: (losses)] | | | | | | [removed: (5,838)] [added: 3,229] | | | | | | [removed: (27,286)] [added: (5,838)] | | | | | | [removed: 4,946] [added: (27,286)] | | |

| Net impairment [removed: (losses) recoveries] [added: losses] recognized in earnings | | | | | | [removed: (9,766)] [added: (4,124)] | | | | | | [removed: (667)] [added: (9,766)] | | | | | | [removed: 209] [added: (667)] | | |

| Total investment income | | | | | | [removed: 28,968] [added: 69,260] | | | | | | [removed: 632] [added: 28,968] | | | | | | [removed: 67,332] [added: 632] | | |

| Interest expense, net | | | | | | — | | | | | | [removed: 2,009] [added: —] | | | | | | [removed: 4,132] [added: 2,009] | | |

| Other income [removed: (expense)] | | | | | | [removed: 12,712] [added: 11,564] | | | | | | [removed: 1,615] [added: 12,712] | | | | | | [removed: (4,893)] [added: 1,615] | | |

| Income before income taxes | | | | | | [removed: 561,936] [added: 757,279] | | | | | | [removed: 376,452] [added: 561,936] | | | | | | [removed: 376,404] [added: 376,452] | | |

| Income tax expense | | | | | | [removed: 115,875] [added: 156,965] | | | | | | [removed: 77,883] [added: 115,875] | | | | | | [removed: 78,544] [added: 77,883] | | |

| Net income | | | | | | $ | [removed: 446,061] [added: 600,314] | | | | | $ | [removed: 298,569] [added: 446,061] | | | | | $ | [removed: 297,860] [added: 298,569] | |

| Class A common stock – basic | | | | | | $ | [removed: 9.58] [added: 12.89] | | | | | $ | [removed: 6.41] [added: 9.58] | | | | | $ | [removed: 6.40] [added: 6.41] | |

| Class A common stock – diluted | | | | | | $ | [removed: 8.53] [added: 11.48] | | | | | $ | [removed: 5.71] [added: 8.53] | | | | | $ | [removed: 5.69] [added: 5.71] | |

| Class B common stock – basic [removed: and diluted] | | | | | | $ | [removed: 1,437] [added: 1,934] | | | | | $ | [removed: 962] [added: 1,437] | | | | | $ | [removed: 959] [added: 962] | |

| Class A common stock | | | | | | [removed: 46,188,981] [added: 46,189,044] | | | | | | [removed: 46,188,916] [added: 46,188,981] | | | | | | [removed: 46,188,806] [added: 46,188,916] | | |

| Class A common stock | | | | | | [removed: 52,299,411] [added: 52,306,266] | | | | | | [removed: 52,297,990] [added: 52,299,411] | | | | | | [removed: 52,307,302] [added: 52,297,990] | | |

See accompanying notes to [added: Consolidated] Financial Statements.

| [Notes to](#i15255c3afccd4007a07617dd2552746a_142) [Consolidated](#i15255c3afccd4007a07617dd2552746a_142) [F](#i15255c3afccd4007a07617dd2552746a_142)[inancial Statements - December 31, 202](#i15255c3afccd4007a07617dd2552746a_142)[4](#i15255c3afccd4007a07617dd2552746a_142) | | | [46](#i15255c3afccd4007a07617dd2552746a_142) | | |

| | | | | | | Cost of Operations - administrative services | | |

February 27, 2025

| Class B common stock – diluted | | | | | | $ | 1,933 | | | | | $ | 1,437 | | | | | $ | 962 | |

Years ended December 31, 2024, 2023 and 2022

See accompanying notes to Consolidated Financial Statements.

See Note 14, "Accumulated Other Comprehensive Income (Loss)", for amounts reclassified out of accumulated other comprehensive income (loss) into the Consolidated Statements of Operations.

| | | | | | | 2024 | | | | | | 2023 | | |

| Available-for-sale securities lent | | | | | | 7,285 | | | | | | — | | |

| Securities lending payable | | | | | | 7,513 | | | | | | — | | |

See accompanying notes to Consolidated Financial Statements.

Years ended December 31, 2024, 2023 and 2022

| Net income | | | | | | | | | | | | | | | 600,314 | | | | | | | | | 600,314 | | |

| Other comprehensive loss | | | | | | | | | | | | (34,191) | | | | | | | | | | | | (34,191) | | |

| Class A $5.19 per share | | | | | | | | | | | | | | | (239,721) | | | | | | | | | (239,721) | | |

| Balance, December 31, 2024 | | | $ | 1,992 | | $ | 178 | | $ | 16,466 | | $ | (47,591) | | $ | 3,162,303 | | $ | (1,169,074) | | $ | 22,984 | | $ | 1,987,258 | |

See accompanying notes to Consolidated Financial Statements.

Years ended December 31, 2024, 2023 and 2022

| Net changes in cash collateral for securities lent | | | | | | 7,513 | | | | | | — | | | | | | — | | |

See accompanying notes to Consolidated Financial Statements.

All intercompany accounts and transactions have been eliminated.

We adopted Accounting Standards Update ("ASU") 2023-07, *"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"*, effective with the annual reporting period ending December 31, 2024.

The additional disclosures required by this guidance have been included in Note 4, "Segment Information".

Recently issued accounting standards and disclosure rules

We plan to adopt the standard in our consolidated financial statements for the year ending December 31, 2025, and we expect the standard will impact certain of our income tax disclosures.

In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules under SEC Release No. 33-11275, *"The Enhancement and Standardization of Climate-Related Disclosures for Investors"*, requiring registrants to disclose certain climate-related information in registration statements and annual reports.

The final rules include disclosure of climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations or financial condition.

Disclosures related to significant effects of severe weather events and other natural conditions and amounts related to carbon offsets and renewable energy credits or certificates are required in the financial statements in certain circumstances.

Disclosure requirements will phase in for fiscal years beginning in 2025 and be applied prospectively upon adoption.

On April 4, 2024, the SEC determined to voluntarily stay the final rules pending ongoing litigation.

In November 2024, the FASB issued ASU 2024-03, *"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses"*, which requires entities to disclose disaggregated information about certain income statement expense line items.

The amendments can be applied on either a prospective or retrospective basis.

Cash and cash equivalents

*Securities lending* – Beginning in May 2024 we entered into securities lending transactions, managed by a third-party banking institution, whereby securities are loaned to unaffiliated financial institutions for short periods of time.

The securities lending activity is accounted for as a secured borrowing and therefore the securities loaned, primarily available-for-sale securities, are carried as invested assets on our Consolidated Statement of Financial Position, while the obligation to return the cash collateral is recorded as a current liability.

The cash collateral received at the inception of the loan is reinvested and the related income is recognized in net investment income.

Noncash collateral is not recorded in the Consolidated Statement of Financial Position, as we do not have the right to sell, repledge, or otherwise reinvest the noncash collateral.

The collateral is required to equal a minimum of 102% of the estimated fair value of the securities loaned, and maintained at a level greater than or equal to 100% for the duration of the loan.

We monitor the ratio of the collateral held to the estimated fair value of the securities loaned on a daily basis and obtain additional collateral as necessary.

A securities lending transaction may be terminated at any time by the borrower or the lender.

| [Notes to Financial Statements - December 31, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_139)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_139) | | | [46](#i5a8d80cfb8e04bc98a6bdb71571db58d_139) | | |

| | | | | | | Proportional Cost Allocation | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2020 | | | $ | 1,992 | | $ | 178 | | $ | 16,487 | | $ | (78,143) | | $ | 2,393,624 | | $ | (1,163,670) | | $ | 17,580 | | $ | 1,188,048 | |

| Net income | | | | | | | | | | | | | | | 297,860 | | | | | | | | | 297,860 | | |

| Class A $4.215 per share | | | | | | | | | | | | | | | (194,687) | | | | | | | | | (194,687) | | |

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Corporate debt securities | | | | | | $ | 553,382 | | | | | $ | 0 | | | | | $ | 549,696 | | | | | $ | 3,686 | |

| Commercial mortgage-backed securities | | | | | | 66,054 | | | | | | 0 | | | | | | 55,144 | | | | | | 10,910 | | |

| Residential mortgage-backed securities | | | | | | 150,415 | | | | | | 0 | | | | | | 146,231 | | | | | | 4,184 | | |

| Financial services sector | | | | | | 61,084 | | | | | | 0 | | | | | | 57,305 | | | | | | 3,779 | | |

| Consumer sector | | | | | | 1,854 | | | | | | 0 | | | | | | 1,854 | | | | | | 0 | | |

| Total | | | | | | $ | 967,221 | | | | | $ | 0 | | | | | $ | 944,662 | | | | | $ | 22,559 | |

| Corporate debt securities | | | | | | $ | 5,256 | | | | | $ | 2 | | | | | $ | (437) | | | | | $ | 6,290 | | | | | $ | (4,810) | | | | | $ | 9,689 | | | | | $ | (12,304) | | | | | $ | 3,686 | |

| Commercial mortgage-backed securities | | | | | | 15,728 | | | | | | (1,060) | | | | | | (1,132) | | | | | | 0 | | | | | | (3,825) | | | | | | 11,494 | | | | | | (10,295) | | | | | | 10,910 | | |

| Residential mortgage-backed securities | | | | | | 8,814 | | | | | | (693) | | | | | | (1,951) | | | | | | 4,887 | | | | | | (10,229) | | | | | | 39,452 | | | | | | (36,096) | | | | | | 4,184 | | |

| Total available-for-sale securities | | | | | | 29,798 | | | | | | (1,751) | | | | | | (3,520) | | | | | | 11,177 | | | | | | (18,864) | | | | | | 60,635 | | | | | | (58,695) | | | | | | 18,780 | | |

| Equity securities | | | | | | 2,083 | | | | | | (304) | | | | | | — | | | | | | 2,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 3,779 | | |

| Total Level 3 securities | | | | | | $ | 31,881 | | | | | $ | (2,055) | | | | | $ | (3,520) | | | | | $ | 13,177 | | | | | $ | (18,864) | | | | | $ | 60,635 | | | | | $ | (58,695) | | | | | $ | 22,559 | |

*(1) The discount rate used to calculate fair value at December 31, 2023 is reflective of a decrease in the BB+ financial yield curve from December 31, 2022.*

| Corporate debt securities | | | | | | $ | 588,536 | | | | | $ | 657 | | | | | $ | 35,811 | | | | | $ | 553,382 | |

| Collateralized debt obligations | | | | | | 107,730 | | | | | | 11 | | | | | | 5,204 | | | | | | 102,537 | | |

| Commercial mortgage-backed securities | | | | | | 73,855 | | | | | | 157 | | | | | | 7,958 | | | | | | 66,054 | | |

| Residential mortgage-backed securities | | | | | | 166,412 | | | | | | 72 | | | | | | 16,069 | | | | | | 150,415 | | |

| Other debt securities | | | | | | 24,602 | | | | | | 0 | | | | | | 2,329 | | | | | | 22,273 | | |

| Total available-for-sale securities, net | | | | | | $ | 961,135 | | | | | $ | 897 | | | | | $ | 67,371 | | | | | $ | 894,661 | |

| Due after ten years | | | | | | 309,140 | | | | | | 289,902 | | |

The below securities have been evaluated and determined to be temporary declines in fair value for which we expect to recover our entire principal plus interest.

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate debt securities | | | | | | $ | 397,511 | | | | | $ | 21,371 | | | | | $ | 121,094 | | | | | $ | 14,440 | | | | | $ | 518,605 | | | | | $ | 35,811 | | | | | 916 | | |

| Collateralized debt obligations | | | | | | 44,823 | | | | | | 2,529 | | | | | | 55,335 | | | | | | 2,675 | | | | | | 100,158 | | | | | | 5,204 | | | | | | 159 | | |

| Commercial mortgage-backed securities | | | | | | 41,139 | | | | | | 5,124 | | | | | | 15,864 | | | | | | 2,834 | | | | | | 57,003 | | | | | | 7,958 | | | | | | 131 | | |

| Residential mortgage-backed securities | | | | | | 109,499 | | | | | | 9,131 | | | | | | 31,465 | | | | | | 6,938 | | | | | | 140,964 | | | | | | 16,069 | | | | | | 161 | | |

| Other debt securities | | | | | | 15,682 | | | | | | 1,323 | | | | | | 6,591 | | | | | | 1,006 | | | | | | 22,273 | | | | | | 2,329 | | | | | | 46 | | |

| Total available-for-sale securities | | | | | | $ | 608,654 | | | | | $ | 39,478 | | | | | $ | 230,349 | | | | | $ | 27,893 | | | | | $ | 839,003 | | | | | $ | 67,371 | | | | | 1,413 | | |

| Investment grade | | | | | | $ | 525,805 | | | | | $ | 31,904 | | | | | $ | 215,742 | | | | | $ | 25,205 | | | | | $ | 741,547 | | | | | $ | 57,109 | | | | | 761 | | |

| Non-investment grade | | | | | | 82,849 | | | | | | 7,574 | | | | | | 14,607 | | | | | | 2,688 | | | | | | 97,456 | | | | | | 10,262 | | | | | | 652 | | |

| Allowance for credit losses, beginning of year | | | | | | $ | 249 | | | | | $ | 21 | |

As required by the Securities and Exchange Commission Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

Based upon our evaluation under the framework in the *Internal Control-Integrated Framework* issued in 2013, management has concluded that Erie Indemnity Company's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

| February 27, 2025 | | | | | | February 27, 2025 | | | | | | February 27, 2025 | | | | | |

| February 26, 2024 | | | | | | February 26, 2024 | | | | | | February 26, 2024 | | | | | |

There was no additional information in the fourth quarter of [removed: 2023] [added: 2024] that has not already been filed in a Form 8-K.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Erie Indemnity Company

Opinion on Internal Control Over Financial Reporting

We have audited Erie Indemnity Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Erie Indemnity Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of financial position of the Company as of December 31, 2023 and 2022, the related statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 26, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana

February 26, 2024

PART III

Not applicable.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Erie Indemnity Company

Opinion on Internal Control Over Financial Reporting

We have audited Erie Indemnity Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Erie Indemnity Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana

February 27, 2025

PART III

The information with respect to our outside directors, audit committee and audit committee financial experts, Section 16(a) beneficial ownership reporting compliance, and insider trading policy is incorporated herein by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

We have previously filed a copy of the Code of Conduct as [Exhibit [removed: 14.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)[1](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] [added: 14.1](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] to the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 26, 2023.

| Name | | | | | | Age as of [removed: 12/31/2023] [added: 12/31/2024] | | | | | | Principal Occupation and Positions for Past Five Years | | |

| Timothy G. NeCastro | | | | | | [removed: 63] [added: 64] | | | | | | President and Chief Executive Officer of the Company since August 2016; Director, Erie Family Life Insurance Company ("EFL"), Erie Insurance Company ("EIC"), Flagship City Insurance Company ("Flagship"), Erie Insurance Company of New York ("ENY") and Erie Insurance Property & Casualty Company ("EPC"). | | |

| Brian W. Bolash | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Secretary and General Counsel since January 2022; Senior Vice President, Secretary and General Counsel, October 2018 through December 2021; [removed: Senior Counsel and Corporate Secretary, January 2016 through September 2018;] Director, EFL, EIC, Flagship, ENY and EPC. | | |

| Sean D. Dugan | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Human Resources and Corporate Services since January 2023; Senior Vice President, Human Resources, March 2020 through December 2022; Corporate Human Resources Officer, October 2018 through March 2020; Director, EFL, EIC, Flagship, ENY and EPC. | | |

| [removed: Lorianne Feltz] [added: Douglas E. Smith] | | | | | | [removed: 54] [added: 50] | | | | | | Executive Vice President, [removed: Claims] [added: Sales] & [removed: Customer Service] [added: Products] since November 2016. | | |

| Julie M. Pelkowski | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Financial Officer since May 2023; Senior Vice President, Enterprise Office, March 2022 through April 2023; Senior Vice President and Controller, August 2016 through February 2022; Director, EFL, EIC, Flagship, ENY and EPC. | | |

| Parthasarathy Srinivasa | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Information Officer since joining the Company in April 2022. Prior to joining the Company: Senior Vice President and Chief Data and Insurance Information Officer Verisk Analytics, 2019 through April 2022; Chief Information and Operations Officer Safe Auto Insurance (now Allstate Corporation), 2016 through 2019. | | |

| Appointed Executive Officers: (1) | | | | | | | | | | | | | | |

| Cody W. Cook | | | | | | 43 | | | | | | Senior Vice President, Claims since October 2020; Senior Vice President, Personal Products, April 2017 through October 2020. | | |

| Sarah J. Shine | | | | | | 46 | | | | | | Senior Vice President, Experience & Customer Service since May 2024; Senior Vice President, Commercial Products, August 2017 through April 2024. | | |

*(1) As of December 31, 2024, the Company announced appointments of Mr. Cook and Ms. Shine for Executive Vice President roles, but the appointments were not yet effective.

Effective January 1, 2025, Mr. Cook became Executive Vice President, Claims and Ms. Shine became Executive Vice President, Experience & Customer Service.*

| Douglas E. Smith | | | | | | 49 | | | | | | Executive Vice President, Sales & Products since November 2016. | | |

The information required by this item with respect to executive compensation is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

The information with respect to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans, is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Information with respect to certain relationships with our outside directors is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

- [added: Consolidated] Statements of Operations for the three years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- [added: Consolidated] Statements of Comprehensive Income for the three years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- [added: Consolidated] Statements of Financial Position as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- [added: Consolidated] Statements of Shareholders' Equity for the three years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- [added: Consolidated] Statements of Cash Flows for the three years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Notes to [added: Consolidated] Financial Statements

All schedules are not required, not applicable, or the information is included in the [added: consolidated] financial statements or notes thereto.

| 3. [Exhibit Index](#i15255c3afccd4007a07617dd2552746a_262) | | | [80](#i15255c3afccd4007a07617dd2552746a_262) | | |

| 3. [Exhibit Index](#i5a8d80cfb8e04bc98a6bdb71571db58d_259) | | | [78](#i5a8d80cfb8e04bc98a6bdb71571db58d_259) | | |

| 10.5* | | | | | | [Erie Indemnity Company [removed: Long-Term] [added: Amended and Restated Long Term] Incentive [removed: Plan (Effective as of January 1, 2020).] [added: Plan, dated April 23, 2024.] Such exhibit is incorporated by reference to [added: the] Appendix [removed: A] [added: B] to the [removed: Registrant's] [added: Registrant’s] Information Statement for the [removed: 2020] [added: 2024] Annual Meeting of Shareholders filed with the Commission on March [removed: 20, 2020.](https://www.sec.gov/Archives/edgar/data/922621/000119312520080005/d529252ddef14c.htm#toc529252_62)] [added: 22, 2024.](https://www.sec.gov/Archives/edgar/data/922621/000119312524074594/d942821ddef14c.htm#toc942821_72)] | | |

| [removed: 10.7] [added: 10.8] | | | | | | [Appointment of Administrator to Deferred Compensation Plan of Erie Indemnity Company, Erie Indemnity Company Incentive Compensation Deferral Plan, and Supplemental Retirement Plan for Certain Members of the Erie Insurance Group Retirement Plan for Employees, dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit 10.224 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022412312021.htm) | | |

| [removed: 10.8*] [added: 10.9*] | | | | | | [Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated as of January 1, 2009). Such exhibit is incorporated by reference to Exhibit 10.104 to the Registrant’s Form 10-K that was filed with the Commission on February 26, 2009.](https://www.sec.gov/Archives/edgar/data/922621/000095015209001857/l35096aexv10w104.htm) | | |

| [removed: 10.9*] [added: 10.10*] | | | | | | [Appendix B to Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated Effective as of January 1, 2019). Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q that was filed with the Commission on July 25, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000023/ex-10206302019.htm) | | |

| [removed: 10.10*] [added: 10.11*] | | | | | | [Second Amendment to Appendix B to Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated Effective as of January 1, 2009), dated December 24, 2020. Such exhibit is incorporated by reference to Exhibit 10.209 to the Registrant’s Form 10-K that was filed with the Commission on February 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020912312020.htm) | | |

| [removed: 10.11*] [added: 10.12*] | | | | | | [Third Amendment to Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated as of January 1, 2009), dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit 10.223 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022312312021.htm) | | |

| [removed: 10.12*] [added: 10.13*] | | | | | | [Post-2021 Deferred Compensation Plan of the Erie Indemnity Company, effective January 1, 2022, dated December 9, 2021. Such exhibit is incorporated by reference to Exhibit 10.218 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021812312021.htm) | | |

| [removed: 10.13*] [added: 10.14*] | | | | | | [Erie Indemnity Company Incentive Compensation Deferral Plan (Effective January 1, 2017), dated December 7, 2016. Such exhibit is incorporated by reference to Exhibit 10.177 to the Registrant’s Form 10-K that was filed with the Commission on February 23, 2017.](https://www.sec.gov/Archives/edgar/data/922621/000092262117000008/ex-1017712312016.htm) | | |

| [removed: 10.14*] [added: 10.15*] | | | | | | [First Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective January 1, 2017), dated July 1, 2019. Such exhibit is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q that was filed with the Commission on July 25, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000023/ex-10106302019.htm) | | |

| [removed: 10.15*] [added: 10.16*] | | | | | | [Second Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective as of January 1, 2017), dated December 24, 2020. Such exhibit is incorporated by reference to Exhibit 10.207 to the Registrant’s Form 10-K that was filed with the Commission on February 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020712312020.htm) | | |

| [removed: 10.16*] [added: 10.17*] | | | | | | [Third Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective as of January 1, 2017), dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit 10.222 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022212312021.htm) | | |

| [removed: 10.17*] [added: 10.18*] | | | | | | [Erie Indemnity Company Deferred Stock Plan for Outside Directors (As Amended and Restated as of April 25, 2023), dated April 25, 2023. Such exhibit is incorporated by reference to the Appendix to the Registrant’s Information Statement for the 2023 Annual Meeting of Shareholders filed with the Commission on March 24, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/922621/000119312523078606/d416360ddef14c.htm#toc416360_67) | | |

| [removed: 10.18*] [added: 10.19*] | | | | | | [Erie Indemnity Company Deferred Compensation Plan for Outside Directors (As Amended and Restated as of July 29, 2015), dated October 20, 2015. Such exhibit is incorporated by reference to Exhibit 10.158 to the Registrant’s Form 10-K that was filed with the Commission on February 25, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000067/ex-1015812312015.htm) | | |

| [removed: 10.19*] [added: 10.20*] | | | | | | [First Amendment to Erie Indemnity Company Deferred Compensation Plan for Outside Directors (As of July 29, 2015), dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit 10.217 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm) | | |

| [removed: 10.20*] [added: 10.21*] | | | | | | [Erie Insurance Group Retirement Plan for Employees (As Amended and Restated Effective December 31, 2022), dated June 19, 2023. Such exhibit is incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q that was filed with the Commission on July 27, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000017/ex-10406302023.htm) | | |

| [removed: 10.21+*] [added: 10.22*] | | | | | | [First Amendment to Erie Insurance Group Retirement Plan for Employees (As Amended and Restated Effective December 31, 2022), dated December 19, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-102112312023.htm) [added: [Such exhibit is incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm) [10.21](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm) [to the Registrant's Form 10-K that was filed with the Commission on February 26, 2024.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)] | | |

| [removed: 10.22*] [added: 10.23*] | | | | | | [Supplemental Retirement Plan for Certain Members of the Erie Insurance Group Retirement Plan for Employees (Amended and Restated as of January 1, 2023), dated August 15, 2023. Such exhibit is incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q that was filed with the Commission on October 26, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000022/ex-10109302023.htm) | | |

| [removed: 10.23*] [added: 10.24*] | | | | | | [Erie Insurance Group Employee Savings Plan (As Amended and Restated Effective as of January 1, 2023), dated June 19, 2023. Such exhibit is incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q that was filed with the Commission on July 27, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000017/ex-10306302023.htm) | | |

| [removed: 10.24] [added: 10.25] | | | | | | [Credit Agreement [removed: by and] among [removed: Erie Indemnity Company and] PNC Bank, National Association, [removed: dated] as [removed: of November 7, 2016.] [added: Administrative Agent; the Lenders named therein; and Erie Indemnity Company, dated October 29, 2021.] Such exhibit is incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K that was filed with the Commission on November [removed: 14, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000117/ex-10111072016.htm)] [added: 4, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000052/ex-10110292021.htm)] | | |

| [removed: 10.25] [added: 10.26] | | | | | | [First Amendment to Credit Agreement [removed: by and between Erie Indemnity Company and] [added: among] PNC Bank, National Association, [removed: dated] as [removed: of December 13, 2016. Such] [added: Administrative Agent; the Lenders named therein; and Erie Indemnity Company, dated November 1, 2024](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm) [Such] exhibit is incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[1](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm) [to] the Registrant's Form 8-K that was filed with the Commission on [removed: January 24, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000008/ex-10101222018.htm)] [added: November](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm) [4](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[4](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)] | | |

| [removed: 10.26] [added: 10.27] | | | | | | [removed: [Second Amendment to Credit] [added: [Pledge] Agreement [added: made] by [removed: and between] Erie Indemnity Company [removed: and] [added: in favor of] PNC Bank, National Association, [removed: dated] as [removed: of January 22, 2018.] [added: administrative agent, for itself and certain other Lenders, dated October 29, 2021.] Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K that was filed with the Commission on [removed: January 24, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000008/ex-10201222018.htm)] [added: November 4, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000052/ex-10210292021.htm)] | | |

| [removed: 10.27] [added: 10.29] | | | | | | [removed: [Third Amendment] [added: [Amendment] to [removed: Credit] Agreement [removed: by and] [added: of Lease] between Erie [added: Insurance Exchange and Erie] Indemnity Company [removed: and PNC Bank, National Association, dated as] [added: for the Erie Insurance Home Office Campus, (As] of [removed: November 13, 2018.] [added: July 1, 2021), dated January 1, 2022.] Such exhibit is incorporated by reference to Exhibit [removed: 10.1] [added: 10.226] to the Registrant's Form [removed: 8-K] [added: 10-K] that was filed with the Commission on [removed: November 14, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000053/ex-10111132018.htm)] [added: February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022612312021.htm)] | | |

| 10.28 | | | | | | [removed: [Fourth Amendment to Credit Agreement by and] [added: [Agreement of Lease] between Erie [added: Insurance Exchange and Erie] Indemnity Company [removed: and PNC Bank, National Association,] [added: for the Erie Insurance Home Office Campus,] dated [removed: as of December 28,] [added: July 1,] 2021. Such exhibit is incorporated by reference to Exhibit [removed: 10.225] [added: 10.3] to the [removed: Registrant's] [added: Registrant’s] Form [removed: 10-K] [added: 10-Q] that was filed with the Commission on [removed: February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)] [added: October 28, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000048/ex-10309302021.htm)] | | |

| 10.30 | | | | | | [removed: [Credit] [added: [Second Amendment to] Agreement [removed: among PNC Bank, National Association, as Administrative Agent; the Lenders named therein;] [added: of Lease between Erie Insurance Exchange] and Erie Indemnity [removed: Company,] [added: Company for the Erie Insurance Home Office Campus, (As of July 1, 2021),] dated [removed: October 29, 2021. Such] [added: January 1, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000007/ex-106212312022.htm) [Such] exhibit is incorporated by reference to Exhibit [removed: 10.1] [added: 10.62] to the Registrant's Form [removed: 8-K] [added: 10-K] that was filed with the Commission on [removed: November 4, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000052/ex-10110292021.htm)] [added: March 1, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)] | | |

| 19.1+ | | | | | | [removed: [Policies] [added: [Polici](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[es] with [removed: Respect] [added: Resp](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[ect] to Securities Trades by Insiders, [removed: dated December 5, 2023](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-19112312023.htm).] [added: dated](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm) [October 29](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[4](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm).] | | |

| 23+ | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-2312312023.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-2312312024.htm)] | | |

| 31.1+ | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-31112312023.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-31112312024.htm)] | | |

| 31.2+ | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-31212312023.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-31212312024.htm)] | | |

| 32++ | | | | | | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-3212312023.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-3212312024.htm)] | | |

| [removed: 97.1+] [added: 97.1] | | | | | | [Policy on Recoupment of Officer Bonuses in Certain Situations (As Amended and Restated July 25, 2023)](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-97112312023.htm). [added: [Such exhibit is incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm) [97.1](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm) [to the Registrant's Form 10-K that was filed with the Commission on February 2](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)[6](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)[4](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)[.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)] | | |

| February [removed: 26, 2024] [added: 27, 2025] | | | ERIE INDEMNITY COMPANY | | | | | |

| February [removed: 26, 2024] [added: 27, 2025] | | | | | | /s/ Timothy G. NeCastro | | | | | | | | |

| /s/ J. Ralph Borneman, Jr. | | | | | | [removed: /s/ C. Scott Hartz] | | |

| 10.7* | | | | | | [First Amendment to Erie Indemnity Company Equity Compensation Plan (As Amended and Restated April 26, 2022), dated April 23, 2024. Such exhibit is incorporated by reference to the Appendix A-2 to the Registrant’s Information Statement for the 2024 Annual Meeting of Shareholders filed with the Commission on March 22, 2024.](https://www.sec.gov/Archives/edgar/data/922621/000119312524074594/d942821ddef14c.htm#toc942821_71) | | |

| | | | | | | | | |

| 10.29 | | | | | | [Pledge Agreement made by Erie Indemnity Company in favor of PNC Bank, National Association, dated as of November 7, 2016. Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K that was filed with the Commission on November 14, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000117/ex-10211072016.htm) | | |

| 10.31 | | | | | | [Pledge Agreement made by Erie Indemnity Company in favor of PNC Bank, National Association, as administrative agent, for itself and certain other Lenders, dated October 29, 2021. Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K that was filed with the Commission on November 4, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000052/ex-10210292021.htm) | | |

| 10.32 | | | | | | [Agreement of Lease between Erie Insurance Exchange and Erie Indemnity Company for the Erie Insurance Home Office Campus, dated July 1, 2021. Such exhibit is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q that was filed with the Commission on October 28, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000048/ex-10309302021.htm) | | |

| 10.33 | | | | | | [Amendment to Agreement of Lease between Erie Insurance Exchange and Erie Indemnity Company for the Erie Insurance Home Office Campus, (As of July 1, 2021), dated January 1, 2022. Such exhibit is incorporated by reference to Exhibit 10.226 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022612312021.htm) | | |

| 10.34 | | | | | | [Second Amendment to Agreement of Lease between Erie Insurance Exchange and Erie Indemnity Company for the Erie Insurance Home Office Campus, (As of July 1, 2021), dated January 1, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000007/ex-106212312022.htm) [](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[Such exhibit is incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[62](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm) [to the Registrant's Form 10-K that was filed with the Commission on](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm) [March 1](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[3](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm) | | |

| /s/ Thomas B. Hagen | | | | | | | | |