filings.toolsErie Indemnity (ERIE) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A28 rewritten9 added4 removed167 unchanged
All filing items747 rewritten319 added227 removed2,074 unchanged
Summary
counted, not written
- Item 1A lists 9 risk factor headings: 0 new, 1 reworded and 8 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 319 added, 227 removed, 747 rewritten and 2,074 unchanged across 20 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2024.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- If we are unable to attract, develop, [added: retain,] and
[removed: retain][added: protect] talented executives, key managers, and employees our financial condition and results of operations could be adversely affected.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
28 rewritten, 9 added, 4 removed, 167 unchanged
Accordingly, any reduction in direct and affiliated assumed premiums written by the Exchange and/or the management fee rate could [removed: have a negative effect on] [added: decrease] our revenues and net income.
Unfavorable changes in macroeconomic conditions for any reason, including declining consumer confidence, inflation, high unemployment, lower demand for certain services, reduced personal income, and recession, among others, may lead the Exchange's customers to modify coverage, not renew policies, or even cancel policies, which could adversely affect the premium revenue of the Exchange, and consequently our management [removed: fee.][added: fee revenue.]
The Exchange writes policies almost exclusively with annual terms, therefore, premium rate actions take 12 months to be fully recognized in written [removed: premium.]
[added: 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 [removed: fee.][added: fee revenue.]
Similarly, the [removed: Exchange’s] [added: Exchange's] brand could be tarnished by reactions to business practices, adverse financial developments, perceptions of our corporate governance, [added: and] how we address employee matters and concerns, [removed: environmental, social and governance (ESG) initiatives, or] the conduct of our employees, officers and [removed: directors.][added: directors, or environmental, social and governance (ESG) practices, including corporate diversity, equity and inclusion (DEI) initiatives.]
The Exchange's [removed: A.M.] [added: AM] Best rating is currently [removed: A+ ("Superior").][added: A ("Excellent").]
[removed: A.M.] [added: AM] Best periodically reviews the [removed: Exchange’s] [added: Exchange's] ratings and changes their rating criteria; therefore, the Exchange's current rating may not be maintained in the future.
[removed: A significant downgrade in the A.M. Best rating could reduce the competitive position of the Exchange, making it more difficult to] attract profitable business in the highly competitive property and casualty insurance market and potentially result in reduced sales of its products and lower premium revenue.
Plaintiffs in class action and other lawsuits against the Exchange may seek large or indeterminate amounts of damages, including punitive and treble damages, [added: the ultimate amounts of] which may remain unknown for substantial periods of time.
For example, the behavior of claimants and [removed: policyholders and the timing and amounts of claims settlements may change in unexpected ways,] [added: policyholders,] including increased attorney involvement and third-party litigation financing, [removed: which] could result in [removed: large] [added: higher] jury awards.
As insurance industry practices and legal, judicial, social and other environmental [removed: conditions] [added: factors] change, unexpected and unintended issues related to claims and coverage may emerge.
Common natural catastrophic events [added: in the Exchange's footprint] include [removed: hurricanes,] [added: tropical cyclones,] earthquakes, [removed: tornadoes, hail] [added: severe convective] storms, and severe winter weather.
The frequency and severity of these [added: catastrophes are inherently uncertain.]
Our agent incentive compensation includes a [added: property and casualty underwriting] profitability component.
[removed: If] [added: Any significant decrease in] claims frequency and loss expenses [removed: were to decrease significantly as a result of an unexpected event, such as a pandemic,] [added: could improve] the profitability [removed: component of our agent incentive compensation would improve, and our] [added: component, resulting in increased] agent compensation [removed: costs would increase.][added: costs.]
Regulatory developments, provider relationships, [removed: pandemics] and demographic and economic factors that are beyond our control, such as [removed: inflation,] [added: inflation and increased labor market competition,] are indicators that employee costs could increase, which could reduce our profitability or impact our personnel strategy.
*If we are unable to attract, develop, [added: retain,] and [removed: retain] [added: protect] talented executives, key managers, and employees our financial condition and results of operations could be adversely affected.*
Additionally, failure to recognize, evaluate, and respond to changing workforce trends including current labor market conditions and [removed: new ways of] managing [removed: in] hybrid work environments, or failure to execute proactive retention and replacement strategies could also have an adverse effect on our business performance.
In addition, talented employees [added: with specialized skills] in actuarial, finance, human resources, law, risk management and information technology, including artificial intelligence and data analytics, are also essential to support [added: and grow] our core functions.
Our interactions with, and reliance upon, third [removed: parties] [added: parties, including our independent agents,] 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.
We have established business continuity and disaster recovery plans to provide for the continuation of core business operations in the event that normal business operations could not be performed due to catastrophic or other events, including [removed: pandemics.][added: pandemics and cyber attacks.]
While we continue to test and assess our business continuity and disaster recovery plans to validate they [removed: meet the needs of our core business operations and address multiple business interruption events, there is no assurance that core business operations]
Efforts at compliance with all laws and regulations are further complicated by new and evolving regulations regarding cybersecurity, artificial intelligence and ESG [removed: matters.][added: matters, including DEI-related items.]
[removed: We] [added: Additionally, we] face a significant risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses including the risk of class action lawsuits.
At December 31, [removed: 2024,] [added: 2025,] our investment portfolio consisted of approximately [removed: 84%] [added: 85%] fixed maturity securities, with the remaining [removed: 16%] [added: 15%] invested in equity securities and other investments.
General economic conditions, geopolitical events, [removed: fiscal] [added: fiscal, trade,] and 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.
- 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, [added: 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: 32%] [added: 30%] of our fixed maturity portfolio is expected to mature over the next three years.
Regulatory or other third-party action affecting the management fee rate could also materially adversely affect our revenues and profitability.
premium.
A significant downgrade in the AM Best rating could reduce the competitive position of the Exchange, making it more difficult to
Additional perils that the Exchange is exposed to through its assumed property reinsurance portfolio include wildfires, tsunamis, and floods.
Additionally, our executives and other key management may be subject to physical or cyber threats, which if realized, could adversely affect our business operations.
meet the needs of our core business operations and address multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event.
While we also maintain business interruption insurance to mitigate the financial risk around disruptions to our core business operations, such insurance may not cover all costs associated with a disruption, and such insurance may become prohibitively expensive to maintain.
For example, recent changes in the U.S. regulatory environment relating to ESG matters has increased scrutiny of corporate ESG practices.
Failure to effectively address current and future ESG regulatory developments and stakeholder expectations may expose our business to litigation, fines, penalties, and damage to our reputation, which, if material could adversely affect our financial condition and results of operations.
These product features
catastrophes are inherently uncertain.
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.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
180 rewritten, 67 added, 65 removed, 416 unchanged
| [Cautionary Statement Regarding Forward-Looking [removed: Information](#i15255c3afccd4007a07617dd2552746a_61)] [added: Information](#i203ef1f206d347f99903ce6e6fd1b5c4_55)] | | | [removed: [19](#i15255c3afccd4007a07617dd2552746a_61)] [added: [18](#i203ef1f206d347f99903ce6e6fd1b5c4_55)] | | |
| [Recent Accounting [removed: Standards](#i15255c3afccd4007a07617dd2552746a_67)] [added: Standards](#i203ef1f206d347f99903ce6e6fd1b5c4_61)] | | | [removed: [20](#i15255c3afccd4007a07617dd2552746a_67)] [added: [19](#i203ef1f206d347f99903ce6e6fd1b5c4_61)] | | |
| [Operating [removed: Overview](#i15255c3afccd4007a07617dd2552746a_70)] [added: Overview](#i203ef1f206d347f99903ce6e6fd1b5c4_64)] | | | [removed: [20](#i15255c3afccd4007a07617dd2552746a_70)] [added: [19](#i203ef1f206d347f99903ce6e6fd1b5c4_64)] | | |
| [Critical Accounting [removed: Estimates](#i15255c3afccd4007a07617dd2552746a_76)] [added: Estimates](#i203ef1f206d347f99903ce6e6fd1b5c4_70)] | | | [removed: [22](#i15255c3afccd4007a07617dd2552746a_76)] [added: [22](#i203ef1f206d347f99903ce6e6fd1b5c4_70)] | | |
| [Results of [removed: Operations](#i15255c3afccd4007a07617dd2552746a_79)] [added: Operations](#i203ef1f206d347f99903ce6e6fd1b5c4_73)] | | | [removed: [25](#i15255c3afccd4007a07617dd2552746a_82)] [added: [24](#i203ef1f206d347f99903ce6e6fd1b5c4_76)] | | |
| [Financial [removed: Condition](#i15255c3afccd4007a07617dd2552746a_91)] [added: Condition](#i203ef1f206d347f99903ce6e6fd1b5c4_85)] | | | [removed: [31](#i15255c3afccd4007a07617dd2552746a_91)] [added: [30](#i203ef1f206d347f99903ce6e6fd1b5c4_85)] | | |
| [Shareholders' [removed: Equity](#i15255c3afccd4007a07617dd2552746a_97)] [added: Equity](#i203ef1f206d347f99903ce6e6fd1b5c4_91)] | | | [removed: [32](#i15255c3afccd4007a07617dd2552746a_97)] [added: [31](#i203ef1f206d347f99903ce6e6fd1b5c4_91)] | | |
| [Liquidity and Capital [removed: Resources](#i15255c3afccd4007a07617dd2552746a_103)] [added: Resources](#i203ef1f206d347f99903ce6e6fd1b5c4_97)] | | | [removed: [33](#i15255c3afccd4007a07617dd2552746a_103)] [added: [32](#i203ef1f206d347f99903ce6e6fd1b5c4_97)] | | |
| [Transactions/Agreements with Related [removed: Parties](#i15255c3afccd4007a07617dd2552746a_106)] [added: Parties](#i203ef1f206d347f99903ce6e6fd1b5c4_100)] | | | [removed: [35](#i15255c3afccd4007a07617dd2552746a_106)] [added: [34](#i203ef1f206d347f99903ce6e6fd1b5c4_100)] | | |
◦emergence of significant unexpected events, including [removed: pandemics and] [added: pandemics,] economic or social [removed: inflation;][added: inflation, and changes in tariff policies;]
- ability to [removed: attract] [added: attract, develop, retain,] and [removed: retain] [added: protect] talented management and employees;
The Exchange is a reciprocal insurance exchange, which is an unincorporated association of individuals, [removed: partnerships] [added: partnerships,] and corporations that agree to insure one another.
Our Board of Directors [removed: establishes] [added: sets] the management fee rate at least annually, generally in December for the following year.
The management fee rate was set at 25% for [removed: 2024, 2023] [added: 2025] and [removed: 2022.][added: 2024.]
Based on analysis of the foregoing factors, our Board of Directors set the [removed: 2025] [added: 2026] management fee rate again at 25%.
The policy issuance and renewal services we provide are related to the sales, [removed: underwriting] [added: underwriting,] and issuance of policies.
Agent compensation comprised approximately [removed: 69%] [added: 71%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
The underwriting services we provide include underwriting and policy processing and comprised approximately [removed: 9%] [added: 8%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
We also provide information technology services that support all the functions listed above that comprised approximately [removed: 9%] [added: 10%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
[removed: Indemnity serves as the attorney-in-fact on] behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in the subscriber's agreement.
Claims handling services include costs incurred in the claims process, including the adjustment, investigation, defense, [removed: recording] [added: recording,] and payment functions.
Life insurance management services include [added: costs incurred in the management and processing of life insurance business.]
Investment management services are related to investment trading activity, [removed: accounting] [added: accounting,] and all other functions attributable to the investment of funds.
In [removed: 2024,] [added: 2025,] approximately [removed: 70%] [added: 71%] of the administrative services expenses were entirely attributable to the respective administrative functions (claims handling, life insurance [removed: management] [added: management,] and investment management), while the remaining [removed: 30%] [added: 29%] of these expenses were allocations of costs for departments that support these administrative functions.
The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising 71% of the [removed: 2024] [added: 2025] direct and affiliated assumed written premiums and commercial lines comprising the remaining 29%.
The principal commercial lines products are commercial multi-peril, commercial [removed: automobile] [added: automobile,] and workers compensation.
Our [removed: portfolio is] [added: portfolios are] managed with the objective of maximizing after-tax returns on a risk-adjusted basis.
| *(dollars in thousands, except per share data)* | | | | | | [removed: 2024] [added: 2025] | | | | | | % Change | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | | | | [removed: 2022] [added: 2023] | | |
| Operating income | | | | | | $ | [removed: 676,455] [added: 717,184] | | | | | [removed: 30.0] [added: 6.0] | | | % | | | | | | $ | [removed: 520,256] [added: 676,455] | | | | | [removed: 38.3] [added: 30.0] | | | % | | | | | | $ | [removed: 376,214] [added: 520,256] | |
| Total investment income | | | | | | [removed: 69,260] [added: 84,861] | | | | | | [removed: NM] [added: 22.5] | | | | | | | | | [removed: 28,968] [added: 69,260] | | | | | | NM | | | | | | | | | [removed: 632] [added: 28,968] | | |
| Other income | | | | | | [removed: 11,564] [added: 8,558] | | | | | | [removed: (9.0)] [added: (26.0)] | | | | | | | | | [removed: 12,712] [added: 11,564] | | | | | | [removed: NM] [added: (9.0)] | | | | | | | | | [removed: 1,615] [added: 12,712] | | |
| Income before income taxes | | | | | | [removed: 757,279] [added: 710,603] | | | | | | [removed: 34.8] [added: (6.2)] | | | | | | | | | [removed: 561,936] [added: 757,279] | | | | | | [removed: 49.3] [added: 34.8] | | | | | | | | | [removed: 376,452] [added: 561,936] | | |
| Income tax expense | | | | | | [removed: 156,965] [added: 151,268] | | | | | | [removed: 35.5] [added: (3.6)] | | | | | | | | | [removed: 115,875] [added: 156,965] | | | | | | [removed: 48.8] [added: 35.5] | | | | | | | | | [removed: 77,883] [added: 115,875] | | |
| Net income | | | | | | $ | [removed: 600,314] [added: 559,335] | | | | | [removed: 34.6] [added: (6.8)] | | | % | | | | | | $ | [removed: 446,061] [added: 600,314] | | | | | [removed: 49.4] [added: 34.6] | | | % | | | | | | $ | [removed: 298,569] [added: 446,061] | |
| Net income per share - diluted | | | | | | $ | [removed: 11.48] [added: 10.69] | | | | | [removed: 34.6] [added: (6.8)] | | | % | | | | | | $ | [removed: 8.53] [added: 11.48] | | | | | [removed: 49.4] [added: 34.6] | | | % | | | | | | $ | [removed: 5.71] [added: 8.53] | |
Operating income increased in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] as [removed: growth in] operating revenue [removed: outpaced the growth in] [added: exceeded] operating expenses.
The management fee rate was 25% for [removed: 2024, 2023,] [added: 2025] and [removed: 2022.][added: 2024.]
The direct and affiliated assumed premiums written by the Exchange increased [removed: 18.4% to $11.9 billion in 2024 and 17.0%] [added: 8.9%] to [removed: $10.1] [added: $13.0] billion in [removed: 2023.][added: 2025.]
Cost of operations for policy issuance and renewal services increased [removed: 15.0%] [added: 8.7%] to [removed: $2.3] [added: $2.5] billion in [removed: 2024] [added: 2025] primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth, [removed: as well as] increased [added: agent incentive compensation due to improved profitability, and increased] personnel [removed: costs] and [removed: underwriting report costs, partially offset by decreased professional fees.][added: hardware and software costs.]
Management fee revenue for administrative services increased [removed: 7.4%] [added: 8.3%] to [removed: $68.4] [added: $74.1] million in [removed: 2024 compared to an increase of 9.2% in 2023.][added: 2025.]
This section of the Form 10-K generally discusses 2025 and 2024 results and year-to-year comparisons between 2025 and 2024.
For a discussion of 2023 results and year-to-year comparisons between 2024 and 2023 refer to Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2024 as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2025.
| [Investments](#i203ef1f206d347f99903ce6e6fd1b5c4_88) | | | [30](#i203ef1f206d347f99903ce6e6fd1b5c4_88) | | |
Indemnity serves as the attorney-in-fact on
Information security incident
Earlier in the year, we experienced an information security incident that has since been remediated and did not have a material impact on our consolidated financial condition, results of operations, or cash flows.
As of December 31, 2025, we continue to pursue recovery of a portion of lost income due to business interruption and related expenses from our cybersecurity insurance policy.
| Contribution to charitable foundation | | | | | | (100,000) | | | | | | NM | | | | | | | | | — | | | | | | NM | | | | | | | | | — | | |
Operating income is primarily comprised of management fee revenue less the cost of policy issuance and renewal services.
Net income in 2025 was reduced by $80.6 million, reflecting the after-tax impact of a $100 million charitable contribution made to the Erie Insurance Foundation.
We expect to recognize net pension benefit expense of $18.0 million in 2026.
The estimated increase from 2025 is primarily driven by anticipated plan progression and a decrease in the discount rate.
"Financial Statements and
The management fee rate was set at 25% for 2025 and 2024.
| Direct and affiliated assumed premiums written by the Exchange | | | | | | $ | 12,957,469 | | | | | 8.9 | | | % | | | | | | $ | 11,903,759 | | | | | 18.4 | | | % | | | | | | $ | 10,056,484 | |
Year-over-year policies in force for all lines of business decreased 1.1% in 2025 as a result of a decrease in new business policies written.
Contributing to this change was a 22.8% decrease in new business policies written, partially offset by a 6.5% increase in year-over-year average premium per policy on new business at December 31, 2025.
Premiums generated from renewal business increased 13.4% to $11.5 billion in 2025, resulting from an increase in year-over-year average premium per policy of 10.3% at December 31, 2025, as well as an increase in year-over-year policies in force of 2.4% in 2025.
As these cumulative rate actions have been recognized into earned premium, the Exchange implemented more moderate rate increases in 2025, reflecting alignment between pricing and underlying loss costs while continuing to monitor loss trends.
In 2025, policy retention declined slightly compared to prior periods, primarily reflecting competitive market conditions.
Future premiums could be impacted by potential changes in regulation, inflationary trends, and tariff policies, among others.
See also Part I, Item 1A.
"Risk Factors".
| *(dollars in thousands)* | | | | | | 2025 | | | | | | % Change | | | | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | |
| Management fee revenue - policy issuance and renewal services | | | | | | $ | 3,131,806 | | | | | 8.2 | | | % | | | | | | $ | 2,894,074 | | | | | 18.5 | | | % | | | | | | $ | 2,442,073 | |
| *(dollars in thousands)* | | | | | | 2025 | | | | | | % Change | | | | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | |
Personnel costs in all expense categories in 2025 were impacted by increased healthcare costs compared to 2024.
Personnel costs in 2025 were also impacted by decreased incentive compensation compared to 2024.
Decreases in incentive plan costs were primarily driven by lower performance metrics compared to 2024 and a decrease in company stock price during 2025 compared to an increase during 2024.
| *(dollars in thousands)* | | | | | | 2025 | | | | | | % Change | | | | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | |
| Administrative services reimbursement revenue | | | | | | 836,639 | | | | | | 3.8 | | | | | | | | | 806,336 | | | | | | 9.4 | | | | | | | | | 737,139 | | |
| *(dollars in thousands)* | | | | | | 2025 | | | | | | % Change | | | | | | | | | 2024 | | | | | | % Change | | | | | | | | | 2023 | | |
On September 5, 2025, the Exchange and each of its property and casualty insurance subsidiaries were downgraded from A+ "Superior" to A "Excellent" and its financial strength rating was revised from negative to stable.
While the Exchange's policyholder surplus continues to be classified in AM Best's strongest category, the downgrade was primarily driven by the Exchange's large underwriting losses in recent years, driven by elevated weather-related events and increased severity in the auto and homeowners' segments.
The stable financial strength rating reflects the expectation that the Exchange's profitability initiatives will accelerate and stabilize operating results over the near term.
Furthermore, the stable outlook reflects the strongest level of balance sheet strength as assessed by AM Best.
*(1)This includes $44.4 million and $7.3 million of securities lent under a securities lending agreement as of December 31, 2025 and 2024, respectively.*
| Basic materials | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,531 | | | | | $ | 4,899 | | | | | $ | 7,230 | | | | | $ | 13,660 | |
| Communications | | | | | | 0 | | | | | | 3,055 | | | | | | 15,684 | | | | | | 7,782 | | | | | | 19,627 | | | | | | 46,148 | | |
| [Investments](#i15255c3afccd4007a07617dd2552746a_94) | | | [31](#i15255c3afccd4007a07617dd2552746a_94) | | |
costs incurred in the management and processing of life insurance business.
| Interest expense, net | | | | | | — | | | | | | NM | | | | | | | | | — | | | | | | NM | | | | | | | | | 2,009 | | |
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 costs, partially offset by decreased agent incentive compensation driven by higher claims severity and related loss costs experienced by the Exchange.
Total investment income increased $28.3 million in 2023 primarily due to lower realized and unrealized investment losses and an increase in net investment income compared to 2022.
the fair value as a result of including a particular input and market conditions.
In 2024, we changed our target asset allocation to reduce investment risk by shifting portfolio assets from equity
securities to debt securities.
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.
Year-over-year policies in force for all lines of business increased 4.8% in 2024 as a result of continued strong policyholder retention, compared to 6.9% in 2023.
While year-over-year average premium per policy on new business increased 16.6% at December 31, 2024, new business policies written decreased 2.1% in 2024.
Premiums generated from new business increased 37.9% to $1.5 billion in 2023.
New business policies written increased 23.7% in 2023 and year-over-year average premium per policy on new business increased 11.5% at December 31, 2023.
Premiums generated from renewal business increased 19.1% to $10.2 billion in 2024, and increased 13.9% to $8.5 billion, in 2023.
Underlying the trend in renewal business premiums in both periods were increases in year-over-year average premium per policy of 12.9% at December 31, 2024 and 9.0% at December 31, 2023, as well as an increase in year-over-year policies in force of 6.0% and 4.5% in 2024 and 2023, respectively.
Total personal lines year-over-year average premium per policy increased 10.5% at December 31, 2023 and policies in force increased 7.4% in 2023.
Total commercial lines premiums written increased 13.0% in 2023, compared to 2022, driven by a 9.5% increase in the total commercial lines year-over-year average premium per policy and a 3.2% increase in total commercial lines policies in force.
*Commissions* – Commissions increased $252.9 million in 2024 compared to 2023, primarily driven by the growth in direct and affiliated assumed written premium.
The profitability component of agent incentive compensation decreased due to higher claims severity and related loss costs in the three-year period ended 2023 compared to the three-year period ended 2022.
Sales and advertising expense increased $7.6 million primarily due to increased agent-related costs and costs from community development initiatives.
Administrative and other costs increased
$14.5 million primarily due to increased personnel costs, charitable contributions and professional fees.
Personnel costs in 2024 were impacted by increased compensation.
In 2023, non-commission expense increased $46.9 million compared to 2022.
Underwriting and policy processing expense increased $9.4 million primarily due to policies in force growth.
Administrative and other costs increased $20.0 million primarily due to an increase in personnel costs.
Personnel costs in 2023 were impacted by increased compensation including higher estimated costs for incentive plan awards, partially offset by lower pension costs due to an increase in the discount rate compared to 2022.
Increases in incentive plan costs were driven by improved direct written premium and policies in force growth and Indemnity's higher stock price at year-end 2023 compared to 2022.
Net investment income increased $16.0 million in 2023, compared to 2022, primarily due to an increase in bond and cash and cash equivalent income as a result of higher yields and increased rates.
Net investment income includes limited partnership earnings of $2.0 million in 2024 compared to limited partnership losses of $11.3 million and $10.4 million in 2023 and 2022, respectively.
Net realized and unrealized gains of $3.2 million in 2024 were primarily due to favorable market value adjustments and gains on disposals of equity securities, partially offset by losses on disposals of available-for-sale securities.
Net realized and unrealized losses of $5.8 million in 2023 were primarily due to disposals of available-for-sale and equity securities, partially offset by market value adjustment gains on equity securities, while losses of $27.3 million in 2022 were primarily due to disposals of available-for-sale securities and market value adjustments on equity securities.
Net impairment losses of $0.7 million in 2022 include both credit-related and intent to sell impairments on available-for-sale securities.
As of December 31, 2024, only approximately 13% of insurance groups, in which the Exchange is included, are rated A+ or higher.
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.
| 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 | | |
An excerpt. Shown here: 40 of 180 rewritten, 40 of 67 added and 40 of 65 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
17 rewritten, 16 added, 16 removed, 69 unchanged
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: 2024.][added: 2025.]
We invest primarily in fixed maturity investments, which comprised [removed: 84%] [added: 85%] of our invested assets at December 31, [removed: 2024.][added: 2025.]
| *(dollars in thousands)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Fair value of fixed maturity portfolio | | | | | | $ | [removed: 1,048,549] [added: 1,369,691] | | | | | $ | [removed: 961,241] [added: 1,048,549] | |
| Fair value assuming 100-basis point rise in interest rates | | | | | | $ | [removed: 1,018,957] [added: 1,327,076] | | | | | $ | [removed: 935,444] [added: 1,018,957] | |
| Effective duration (as a percentage) | | | | | | [removed: 2.9] [added: 3.1] | | | | | | [removed: 2.7] [added: 2.9] | | |
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: 2024.][added: 2025.]
| | | | | | | [added: | | | | | | | | | | | | | | |] At December 31, 2024 | | | | | | | | | | | | | | |
| AAA, AA, A | | | | | | [added: | | | | | | | | | | | | | | |] $ | 584,600 | | | | | $ | 564,443 | | | | | 54 | | % |
| BBB | | | | | | [added: | | | | | | | | | | | | | | |] 328,561 | | | | | | 326,990 | | | | | | 31 | | |
| Total investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 913,161 | | | | | | 891,433 | | | | | | 85 | | |
| BB | | | | | | [added: | | | | | | | | | | | | | | |] 71,000 | | | | | | 70,845 | | | | | | 7 | | |
| B | | | | | | [added: | | | | | | | | | | | | | | |] 68,944 | | | | | | 69,068 | | | | | | 6 | | |
| CCC, CC, C, and below | | | | | | [added: | | | | | | | | | | | | | | |] 17,684 | | | | | | 17,203 | | | | | | 2 | | |
| Total non-investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 157,628 | | | | | | 157,116 | | | | | | 15 | | |
| Total | | | | | | [added: | | | | | | | | | | | | | | |] $ | 1,070,789 | | | | | $ | 1,048,549 | | | | | 100 | | % |
| CCC, CC, C, and below | | | | | | [removed: | | | | | | | | | | | | | | | 13,247] [added: 22,548] | | | | | | [removed: 12,283] [added: 21,778] | | | | | | 1 | | |
| 2026 | | | | | | $ | 37,516 | | | | | | | |
| 2027 | | | | | | 92,251 | | | | | | | | |
| 2028 | | | | | | 140,182 | | | | | | | | |
| 2029 | | | | | | 159,425 | | | | | | | | |
| 2030 | | | | | | 160,742 | | | | | | | | |
| Thereafter | | | | | | 786,143 | | | | | | | | |
| Total | | | | | | $ | 1,376,259 | | | | | | | |
| Fair value | | | | | | $ | 1,369,691 | | | | | | | |
| | | | | | | At December 31, 2025 | | | | | | | | | | | | | | |
| AAA, AA, A | | | | | | $ | 753,052 | | | | | $ | 747,952 | | | | | 55 | | % |
| BBB | | | | | | 415,499 | | | | | | 421,408 | | | | | | 31 | | |
| Total investment grade | | | | | | 1,168,551 | | | | | | 1,169,360 | | | | | | 86 | | |
| BB | | | | | | 106,369 | | | | | | 108,067 | | | | | | 8 | | |
| B | | | | | | 70,593 | | | | | | 70,486 | | | | | | 5 | | |
| Total non-investment grade | | | | | | 199,510 | | | | | | 200,331 | | | | | | 14 | | |
| Total | | | | | | $ | 1,368,061 | | | | | $ | 1,369,691 | | | | | 100 | | % |
| 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, 2023 | | | | | | | | | | | | | | |
| AAA, AA, A | | | | | | | | | | | | | | | | | | | | | $ | 537,751 | | | | | $ | 515,175 | | | | | 54 | | % |
| BBB | | | | | | | | | | | | | | | | | | | | | 324,538 | | | | | | 318,362 | | | | | | 33 | | |
| Total investment grade | | | | | | | | | | | | | | | | | | | | | 862,289 | | | | | | 833,537 | | | | | | 87 | | |
| BB | | | | | | | | | | | | | | | | | | | | | 51,564 | | | | | | 50,170 | | | | | | 5 | | |
| B | | | | | | | | | | | | | | | | | | | | | 65,453 | | | | | | 65,251 | | | | | | 7 | | |
| Total non-investment grade | | | | | | | | | | | | | | | | | | | | | 130,264 | | | | | | 127,704 | | | | | | 13 | | |
| Total | | | | | | | | | | | | | | | | | | | | | $ | 992,553 | | | | | $ | 961,241 | | | | | 100 | | % |
Item 1. BUSINESS
12 rewritten, 2 added, 18 removed, 103 unchanged
Agent compensation comprised approximately [removed: 69%] [added: 71%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
The underwriting services we provide include underwriting and policy processing and comprised approximately [removed: 9%] [added: 8%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
We also provide information technology services that support all the functions listed above that comprised approximately [removed: 9%] [added: 10%] of our [removed: 2024] [added: 2025] policy issuance and renewal expenses.
The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising 71% of the [removed: 2024] [added: 2025] direct and affiliated assumed written premiums and commercial lines comprising the remaining 29%.
The principal commercial lines products are commercial multi-peril, commercial [removed: automobile] [added: automobile,] and workers compensation.
Growth is driven by a company's ability to provide insurance services and competitive prices while maintaining target [removed: profit margins.][added: profitability.]
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 [added: engagement surveys and] forums.
We recognize the importance of [removed: diverse] [added: unique] backgrounds and experiences and are committed to providing equal employment opportunity for all employees.
We also offer a Future Focus internship program that provides opportunities for college students to gain relevant and real-world business experience in the insurance [removed: industry as well as an apprentice program to create a bridge for talent from high schools and community colleges into our workforce.][added: industry.]
Additionally, we foster [removed: an inclusive] [added: a collaborative and welcoming] workplace [removed: through the endorsement of] [added: by offering] nine [added: voluntary] affinity networks [added: that are open to all employees,] and five business resource groups.
[removed: *(1) Includes] [added: As of December 31, 2025, our total workforce consists of 6,667 full-time employees, which includes] approximately 50% of employees who provide claims and life insurance management services exclusively for the Exchange and its insurance [removed: subsidiaries for all periods presented.][added: subsidiaries.]
The Exchange and its insurance subsidiaries reimburse us monthly for the cost of these [removed: services.*][added: services.]
We also have a comprehensive succession planning process designed to ensure continuity in critical roles as well as to support employee development.
Our average employee tenure in 2025 was 10.9 years with an overall voluntary turnover rate of 6.3%.
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 are also intentional about leveraging talent from the neuro diverse population, engaging individuals to support various enterprise initiatives.
We used the following human capital metrics as part of managing our business for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Workforce size | | | | | | | | | | | | | | | | | | | | |
| Full-time (1) | | | | | | 6,715 | | | | | | 6,481 | | | | | | 5,970 | | |
| Part-time | | | | | | 26 | | | | | | 24 | | | | | | 23 | | |
| Temporary (2) | | | | | | 60 | | | | | | 51 | | | | | | 45 | | |
| Turnover (3) | | | | | | 8.2 | | % | | | | 9.0 | | % | | | | 11.2 | | % |
| Voluntary | | | | | | 4.8 | | % | | | | 4.8 | | % | | | | 6.9 | | % |
| Retirements | | | | | | 2.3 | | % | | | | 2.8 | | % | | | | 3.6 | | % |
| Average tenure (4) | | | | | | 10.6 | | | | | | 10.4 | | | | | | 11.7 | | |
*(2) Temporary employees are hired for short-term work and paid directly by us.*
*(3) Turnover is calculated using the number of employees who exited, divided by the average headcount of the period and represents the percentage of employees who left voluntarily or involuntarily, including retirements.*
*(4) Average tenure is calculated using the total number of years of employment, divided by average headcount of full-time and part-time employees for the period and represents the average number of years employees have been employed with the organization.*
The largest portion of our turnover continues to be voluntary turnover, excluding retirements, and remains lower than industry benchmark data.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 5 added, 2 removed, 42 unchanged
Indemnity intends to vigorously defend [removed: the district court’s order on appeal and to otherwise defend] against all allegations and requests for relief sought by plaintiffs.
On October 14, 2025, the Third Circuit issued an Opinion and concluded that “the District Court abused its discretion in granting Indemnity’s motion for preliminary injunction.” The Court determined that the Complaint in Stephenson only sought to challenge the management fee established in December 2019 and 2020.
The Court went on to conclude that the issues were not litigated in either Ritz or Beltz and, therefore, the Stephenson plaintiffs were not precluded from challenging the management fee for those years.
On October 28, 2025, Indemnity filed a Petition for Reargument before the Court *en banc.* On November 12, 2025, the Third Circuit denied the Petition for Reargument.
On January 12, 2026, Indemnity filed a Petition for Writ of Certiorari with the United States Supreme Court.
The Petition is currently pending.
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.
Cover and table of contents
27 rewritten, 1 added, 1 removed, 69 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
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: $9.1] [added: $8.7] billion of Class A non-voting common stock as of June 30, [removed: 2024.][added: 2025.]
46,189,068 shares of Class A common stock and 2,542 shares of Class B common stock outstanding on February [removed: 21, 2025.][added: 17, 2026.]
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: 2024.][added: 2025.]
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| | | | [removed: [I](#i15255c3afccd4007a07617dd2552746a_2554)[tem 9C.](#i15255c3afccd4007a07617dd2552746a_2554)] [added: [Item 9C.](#i203ef1f206d347f99903ce6e6fd1b5c4_223)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i15255c3afccd4007a07617dd2552746a_2554)] [added: Inspections](#i203ef1f206d347f99903ce6e6fd1b5c4_223)] | | | [removed: [75](#i15255c3afccd4007a07617dd2552746a_2554)] [added: [75](#i203ef1f206d347f99903ce6e6fd1b5c4_223)] | | |
| [removed: [III](#i15255c3afccd4007a07617dd2552746a_235)] [added: [III](#i203ef1f206d347f99903ce6e6fd1b5c4_229)] | | | [Item [removed: 10.](#i15255c3afccd4007a07617dd2552746a_238)] [added: 10.](#i203ef1f206d347f99903ce6e6fd1b5c4_232)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i15255c3afccd4007a07617dd2552746a_238)] [added: Governance](#i203ef1f206d347f99903ce6e6fd1b5c4_232)] | | | [removed: [77](#i15255c3afccd4007a07617dd2552746a_238)] [added: [77](#i203ef1f206d347f99903ce6e6fd1b5c4_232)] | | |
| | | | [Item [removed: 11.](#i15255c3afccd4007a07617dd2552746a_241)] [added: 11.](#i203ef1f206d347f99903ce6e6fd1b5c4_235)] | | | [Executive [removed: Compensation](#i15255c3afccd4007a07617dd2552746a_241)] [added: Compensation](#i203ef1f206d347f99903ce6e6fd1b5c4_235)] | | | [removed: [78](#i15255c3afccd4007a07617dd2552746a_241)] [added: [78](#i203ef1f206d347f99903ce6e6fd1b5c4_235)] | | |
| | | | [Item [removed: 12.](#i15255c3afccd4007a07617dd2552746a_244)] [added: 12.](#i203ef1f206d347f99903ce6e6fd1b5c4_238)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i15255c3afccd4007a07617dd2552746a_244)] [added: Matters](#i203ef1f206d347f99903ce6e6fd1b5c4_238)] | | | [removed: [78](#i15255c3afccd4007a07617dd2552746a_244)] [added: [78](#i203ef1f206d347f99903ce6e6fd1b5c4_238)] | | |
| | | | [Item [removed: 13.](#i15255c3afccd4007a07617dd2552746a_247)] [added: 13.](#i203ef1f206d347f99903ce6e6fd1b5c4_241)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i15255c3afccd4007a07617dd2552746a_247)] [added: Independence](#i203ef1f206d347f99903ce6e6fd1b5c4_241)] | | | [removed: [78](#i15255c3afccd4007a07617dd2552746a_247)] [added: [78](#i203ef1f206d347f99903ce6e6fd1b5c4_241)] | | |
| | | | [Item [removed: 14.](#i15255c3afccd4007a07617dd2552746a_250)] [added: 14.](#i203ef1f206d347f99903ce6e6fd1b5c4_244)] | | | [Principal Accountant Fees and [removed: Services](#i15255c3afccd4007a07617dd2552746a_250)] [added: Services](#i203ef1f206d347f99903ce6e6fd1b5c4_244)] | | | [removed: [78](#i15255c3afccd4007a07617dd2552746a_250)] [added: [78](#i203ef1f206d347f99903ce6e6fd1b5c4_244)] | | |
| [removed: [IV](#i15255c3afccd4007a07617dd2552746a_253)] [added: [IV](#i203ef1f206d347f99903ce6e6fd1b5c4_247)] | | | [Item [removed: 15.](#i15255c3afccd4007a07617dd2552746a_256)] [added: 15.](#i203ef1f206d347f99903ce6e6fd1b5c4_250)] | | | [Exhibits and Financial Statement [removed: Schedules](#i15255c3afccd4007a07617dd2552746a_256)] [added: Schedules](#i203ef1f206d347f99903ce6e6fd1b5c4_250)] | | | [removed: [79](#i15255c3afccd4007a07617dd2552746a_256)] [added: [79](#i203ef1f206d347f99903ce6e6fd1b5c4_250)] | | |
| | | | [Item [removed: 16.](#i15255c3afccd4007a07617dd2552746a_259)] [added: 16.](#i203ef1f206d347f99903ce6e6fd1b5c4_253)] | | | [Form 10-K [removed: Summary](#i15255c3afccd4007a07617dd2552746a_259)] [added: Summary](#i203ef1f206d347f99903ce6e6fd1b5c4_253)] | | | [removed: [79](#i15255c3afccd4007a07617dd2552746a_259)] [added: [79](#i203ef1f206d347f99903ce6e6fd1b5c4_253)] | | |
| | | | | | | [Signatures](#i203ef1f206d347f99903ce6e6fd1b5c4_259) | | | [83](#i203ef1f206d347f99903ce6e6fd1b5c4_259) | | |
| | | | | | | [Signatures](#i15255c3afccd4007a07617dd2552746a_265) | | | [83](#i15255c3afccd4007a07617dd2552746a_265) | | |
Item 1C. CYBERSECURITY
2 rewritten, 0 added, 0 removed, 31 unchanged
Our Legal leader, responsible for providing guidance on legal and other regulatory obligations in the areas of privacy, cybersecurity, technology, data use and third-party risk management, holds a Juris Doctor degree, is licensed to practice law, and has over 20 years of legal experience, including [added: over] 10 years focused on privacy and cybersecurity and holds several information security and privacy certifications, including the CISSP.
To date, we are not aware of any cybersecurity breach or other incident with respect to our systems or data that [removed: would] have [removed: a material impact] [added: materially affected, or that are reasonably likely] to [added: materially affect] our business strategy, results of operations or financial condition.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 7 unchanged
Commitments for properties leased from third parties expire periodically through [removed: 2030.][added: 2031.]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 4 added, 13 removed, 20 unchanged
As of February [removed: 21, 2025,] [added: 17, 2026,] there were approximately [removed: 484] [added: 471] shareholders of record for the Class A non-voting common stock and 8 shareholders of record for the Class B voting common stock.
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: 2024:][added: 2025:]
| October 1–31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 17,754 | |
| November 1–30, 2025 (1) | | | | | | 77 | | | | | | 283.12 | | | | | | — | | | | | | 17,754 | | |
| December 1–31, 2025 (2) | | | | | | 182 | | | | | | 298.52 | | | | | | — | | | | | | 17,754 | | |
| Total | | | | | | 259 | | | | | | 293.94 | | | | | | — | | | | | | | | |
*(2)Represents shares purchased on the open market for stock-based awards in conjunction with our equity compensation plan.*
Stock Performance
The following graph depicts the cumulative total shareholder return, assuming reinvestment of dividends, for the periods indicated for our Class A common stock compared to the Standard & Poor's 500 Stock Index and the Standard & Poor's Supercomposite Insurance Industry Group Index.
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 index.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |
| Erie Indemnity Company Class A common stock | | | | | | $ | 100 | | (1) | | | $ | 152 | | | | | $ | 122 | | | | | $ | 161 | | | | | $ | 221 | | | | | $ | 276 | |
| Standard & Poor's 500 Stock Index | | | | | | 100 | | | (1) | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 157 | | | | | | 197 | | |
| Standard & Poor's Supercomposite Insurance Industry Group Index | | | | | | 100 | | | (1) | | | 98 | | | | | | 127 | | | | | | 139 | | | | | | 153 | | | | | | 193 | | |
*(1) Assumes $100 invested at the close of trading, including reinvestment of dividends, on the last trading day preceding the first day of the fifth preceding fiscal year, in our Class A common stock, the Standard & Poor's 500 Stock Index, and the Standard & Poor's Supercomposite Insurance Industry Group Index.*
| November 1–30, 2024 (1) | | | | | | 777 | | | | | | 402.38 | | | | | | — | | | | | | 17,754 | | |
| December 1–31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,754 | | |
| Total | | | | | | 777 | | | | | | 402.38 | | | | | | — | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
436 rewritten, 208 added, 101 removed, 931 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i15255c3afccd4007a07617dd2552746a_124) 42[)](#i15255c3afccd4007a07617dd2552746a_124)] [added: ID:](#i203ef1f206d347f99903ce6e6fd1b5c4_118) 42[)](#i203ef1f206d347f99903ce6e6fd1b5c4_118)] | | | [removed: [39](#i15255c3afccd4007a07617dd2552746a_124)] [added: [38](#i203ef1f206d347f99903ce6e6fd1b5c4_118)] | | |
| [removed: [Consolidated](#i15255c3afccd4007a07617dd2552746a_127) [S](#i15255c3afccd4007a07617dd2552746a_127)[tatements] [added: [Consolidated Statements] of Operations for the Years Ended December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_127)[4](#i15255c3afccd4007a07617dd2552746a_127)[, 202](#i15255c3afccd4007a07617dd2552746a_127)[3](#i15255c3afccd4007a07617dd2552746a_127)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_121)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_121)[, 202](#i203ef1f206d347f99903ce6e6fd1b5c4_121)[4](#i203ef1f206d347f99903ce6e6fd1b5c4_121)] [and [removed: 202](#i15255c3afccd4007a07617dd2552746a_127)[2](#i15255c3afccd4007a07617dd2552746a_127)] [added: 20](#i203ef1f206d347f99903ce6e6fd1b5c4_121)[2](#i203ef1f206d347f99903ce6e6fd1b5c4_121)[3](#i203ef1f206d347f99903ce6e6fd1b5c4_121)] | | | [removed: [41](#i15255c3afccd4007a07617dd2552746a_127)] [added: [40](#i203ef1f206d347f99903ce6e6fd1b5c4_121)] | | |
| [removed: [Consolidated](#i15255c3afccd4007a07617dd2552746a_130) [St](#i15255c3afccd4007a07617dd2552746a_130)[atements] [added: [Consolidated Statements] of Comprehensive Income for the Years Ended December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_130)[4](#i15255c3afccd4007a07617dd2552746a_130)[, 202](#i15255c3afccd4007a07617dd2552746a_130)[3](#i15255c3afccd4007a07617dd2552746a_130)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_124)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_124)[, 202](#i203ef1f206d347f99903ce6e6fd1b5c4_124)[4](#i203ef1f206d347f99903ce6e6fd1b5c4_124)] [and [removed: 202](#i15255c3afccd4007a07617dd2552746a_130)[2](#i15255c3afccd4007a07617dd2552746a_130)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_124)[3](#i203ef1f206d347f99903ce6e6fd1b5c4_124)] | | | [removed: [42](#i15255c3afccd4007a07617dd2552746a_130)] [added: [41](#i203ef1f206d347f99903ce6e6fd1b5c4_124)] | | |
| [removed: [Consolidated](#i15255c3afccd4007a07617dd2552746a_133) [](#i15255c3afccd4007a07617dd2552746a_133)[St](#i15255c3afccd4007a07617dd2552746a_133)[atements] [added: [Consolidated Statements] of Financial Position - December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_133)[4](#i15255c3afccd4007a07617dd2552746a_133)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_127)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_127)] [and [removed: 202](#i15255c3afccd4007a07617dd2552746a_133)[3](#i15255c3afccd4007a07617dd2552746a_133)] [added: 20](#i203ef1f206d347f99903ce6e6fd1b5c4_127)[2](#i203ef1f206d347f99903ce6e6fd1b5c4_127)[4](#i203ef1f206d347f99903ce6e6fd1b5c4_127)] | | | [removed: [43](#i15255c3afccd4007a07617dd2552746a_133)] [added: [42](#i203ef1f206d347f99903ce6e6fd1b5c4_127)] | | |
| [removed: [Consolidated](#i15255c3afccd4007a07617dd2552746a_136) [St](#i15255c3afccd4007a07617dd2552746a_136)[atements] [added: [Consolidated Statements] of Shareholders' Equity for the Years ended December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_136)[4](#i15255c3afccd4007a07617dd2552746a_136)[, 202](#i15255c3afccd4007a07617dd2552746a_136)[3](#i15255c3afccd4007a07617dd2552746a_136)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_130)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_130)[, 202](#i203ef1f206d347f99903ce6e6fd1b5c4_130)[4](#i203ef1f206d347f99903ce6e6fd1b5c4_130)] [and [removed: 202](#i15255c3afccd4007a07617dd2552746a_136)[2](#i15255c3afccd4007a07617dd2552746a_136)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_130)[3](#i203ef1f206d347f99903ce6e6fd1b5c4_130)] | | | [removed: [44](#i15255c3afccd4007a07617dd2552746a_136)] [added: [43](#i203ef1f206d347f99903ce6e6fd1b5c4_130)] | | |
| [removed: [Consolidated](#i15255c3afccd4007a07617dd2552746a_139) [St](#i15255c3afccd4007a07617dd2552746a_139)[atements] [added: [Consolidated Statements] of Cash Flows for the Years ended December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_139)[4](#i15255c3afccd4007a07617dd2552746a_139)[, 202](#i15255c3afccd4007a07617dd2552746a_139)[3](#i15255c3afccd4007a07617dd2552746a_139)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_133)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_133)[, 202](#i203ef1f206d347f99903ce6e6fd1b5c4_133)[4](#i203ef1f206d347f99903ce6e6fd1b5c4_133)] [and [removed: 202](#i15255c3afccd4007a07617dd2552746a_139)[2](#i15255c3afccd4007a07617dd2552746a_139)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_133)[3](#i203ef1f206d347f99903ce6e6fd1b5c4_133)] | | | [removed: [45](#i15255c3afccd4007a07617dd2552746a_139)] [added: [44](#i203ef1f206d347f99903ce6e6fd1b5c4_133)] | | |
| [Notes [removed: to](#i15255c3afccd4007a07617dd2552746a_142) [Consolidated](#i15255c3afccd4007a07617dd2552746a_142) [F](#i15255c3afccd4007a07617dd2552746a_142)[inancial] [added: to Consolidated Financial] Statements - December 31, [removed: 202](#i15255c3afccd4007a07617dd2552746a_142)[4](#i15255c3afccd4007a07617dd2552746a_142)] [added: 202](#i203ef1f206d347f99903ce6e6fd1b5c4_136)[5](#i203ef1f206d347f99903ce6e6fd1b5c4_136)] | | | [removed: [46](#i15255c3afccd4007a07617dd2552746a_142)] [added: [45](#i203ef1f206d347f99903ce6e6fd1b5c4_136)] | | |
We have audited the accompanying consolidated statements of financial position of Erie Indemnity Company (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 27, 2025] [added: 23, 2026] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | | | | For the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s cost of operations – administrative services totaled [removed: $806.3] [added: $836.6] million. As explained in Note 2 of the consolidated financial statements, the Company serves as the attorney-in-fact on behalf of the subscribers at the Erie Insurance Exchange (Exchange) with respect to its administrative services as enumerated in the subscriber’s agreement. The Exchange’s insurance subsidiaries also utilize the Company for these services in accordance with the service agreements between the subsidiaries and the Company. Certain administrative services costs, which include costs associated with claims handling services, life insurance management services, [removed: investment management,] and [removed: operating overhead] [added: investment management services] 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 [removed: revenue,] [added: revenue] based on [removed: the nature of the cost or] relevant utilization [removed: statistic.] [added: statistics.] Auditing management’s cost of operations – administrative services was complex due to the multiple costs that are 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. | | |
[removed: February 27,] [added: | | | | | | |] 2025 [added: | | | | | | | | | | | | | | | | | | | | |]
Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Management fee revenue - policy issuance and renewal services | | | | | | $ | [removed: 2,894,074] [added: 3,131,806] | | | | | $ | [removed: 2,442,073] [added: 2,894,074] | | | | | $ | [removed: 2,087,846] [added: 2,442,073] | |
| Management fee revenue - administrative services | | | | | | [removed: 68,355] [added: 74,058] | | | | | | [removed: 63,669] [added: 68,355] | | | | | | [removed: 58,323] [added: 63,669] | | |
| Administrative services reimbursement revenue | | | | | | [removed: 806,336] [added: 836,639] | | | | | | [removed: 737,139] [added: 806,336] | | | | | | [removed: 668,268] [added: 737,139] | | |
| Service agreement revenue | | | | | | [removed: 26,350] [added: 24,755] | | | | | | [removed: 26,059] [added: 26,350] | | | | | | [removed: 25,687] [added: 26,059] | | |
| Total operating revenue | | | | | | [removed: 3,795,115] [added: 4,067,258] | | | | | | [removed: 3,268,940] [added: 3,795,115] | | | | | | [removed: 2,840,124] [added: 3,268,940] | | |
| Cost of operations - policy issuance and renewal services | | | | | | [removed: 2,312,324] [added: 2,513,435] | | | | | | [removed: 2,011,545] [added: 2,312,324] | | | | | | [removed: 1,795,642] [added: 2,011,545] | | |
| Cost of operations - administrative services | | | | | | [removed: 806,336] [added: 836,639] | | | | | | [removed: 737,139] [added: 806,336] | | | | | | [removed: 668,268] [added: 737,139] | | |
| Total operating expenses | | | | | | [removed: 3,118,660] [added: 3,350,074] | | | | | | [removed: 2,748,684] [added: 3,118,660] | | | | | | [removed: 2,463,910] [added: 2,748,684] | | |
| Operating income | | | | | | [removed: 676,455] [added: 717,184] | | | | | | [removed: 520,256] [added: 676,455] | | | | | | [removed: 376,214] [added: 520,256] | | |
| Net investment income | | | | | | [removed: 70,155] [added: 85,837] | | | | | | [removed: 44,572] [added: 70,155] | | | | | | [removed: 28,585] [added: 44,572] | | |
| Net realized and unrealized investment gains (losses) | | | | | | [removed: 3,229] [added: 2,336] | | | | | | [removed: (5,838)] [added: 3,229] | | | | | | [removed: (27,286)] [added: (5,838)] | | |
| Net impairment losses recognized in earnings | | | | | | [removed: (4,124)] [added: (3,312)] | | | | | | [removed: (9,766)] [added: (4,124)] | | | | | | [removed: (667)] [added: (9,766)] | | |
| Total investment income | | | | | | [removed: 69,260] [added: 84,861] | | | | | | [removed: 28,968] [added: 69,260] | | | | | | [removed: 632] [added: 28,968] | | |
| Other income | | | | | | [removed: 11,564] [added: 8,558] | | | | | | [removed: 12,712] [added: 11,564] | | | | | | [removed: 1,615] [added: 12,712] | | |
| Income before income taxes | | | | | | [removed: 757,279] [added: 710,603] | | | | | | [removed: 561,936] [added: 757,279] | | | | | | [removed: 376,452] [added: 561,936] | | |
| Income tax expense | | | | | | [removed: 156,965] [added: 151,268] | | | | | | [removed: 115,875] [added: 156,965] | | | | | | [removed: 77,883] [added: 115,875] | | |
| Net income | | | | | | $ | [removed: 600,314] [added: 559,335] | | | | | $ | [removed: 446,061] [added: 600,314] | | | | | $ | [removed: 298,569] [added: 446,061] | |
| Class A common stock – basic | | | | | | $ | [removed: 12.89] [added: 12.01] | | | | | $ | [removed: 9.58] [added: 12.89] | | | | | $ | [removed: 6.41] [added: 9.58] | |
| Class A common stock – diluted | | | | | | $ | [removed: 11.48] [added: 10.69] | | | | | $ | [removed: 8.53] [added: 11.48] | | | | | $ | [removed: 5.71] [added: 8.53] | |
| Class B common stock – basic | | | | | | $ | [removed: 1,934] [added: 1,802] | | | | | $ | [removed: 1,437] [added: 1,934] | | | | | $ | [removed: 962] [added: 1,437] | |
| Class B common stock – diluted | | | | | | $ | [removed: 1,933] [added: 1,801] | | | | | $ | [removed: 1,437] [added: 1,933] | | | | | $ | [removed: 962] [added: 1,437] | |
| Class A common stock | | | | | | [removed: 46,189,044] [added: 46,189,024] | | | | | | [removed: 46,188,981] [added: 46,189,044] | | | | | | [removed: 46,188,916] [added: 46,188,981] | | |
| Class A common stock | | | | | | [removed: 52,306,266] [added: 52,305,424] | | | | | | [removed: 52,299,411] [added: 52,306,266] | | | | | | [removed: 52,297,990] [added: 52,299,411] | | |
| Net income | | | | | | $ | [removed: 600,314] [added: 559,335] | | | | | $ | [removed: 446,061] [added: 600,314] | | | | | $ | [removed: 298,569] [added: 446,061] | |
| Other comprehensive [removed: (loss) income,] [added: loss,] net of tax | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized holding gains [removed: (losses)] on available-for-sale securities | | | | | | [removed: 7,079] [added: 18,920] | | | | | | [removed: 27,784] [added: 7,079] | | | | | | [removed: (58,692)] [added: 27,784] | | |
February 23, 2026
| Contribution to charitable foundation | | | | | | (100,000) | | | | | | — | | | | | | — | | |
Years ended December 31, 2025, 2024 and 2023
| | | | | | | 2025 | | | | | | 2024 | | |
| Available-for-sale and equity securities lent | | | | | | 61,063 | | | | | | 7,285 | | |
Years ended December 31, 2025, 2024 and 2023
| Net income | | | | | | | | | | | | | | | 559,335 | | | | | | | | | 559,335 | | |
| Class A $5.5575 per share | | | | | | | | | | | | | | | (256,696) | | | | | | | | | (256,696) | | |
| Balance, December 31, 2025 | | | $ | 1,992 | | $ | 178 | | $ | 16,492 | | $ | (52,021) | | $ | 3,462,823 | | $ | (1,171,014) | | $ | 24,924 | | $ | 2,283,374 | |
Years ended December 31, 2025, 2024 and 2023
| Contribution to charitable foundation | | | | | | (100,000) | | | | | | — | | | | | | — | | |
| Receipt of donated equipment | | | | | | $ | 1,967 | | | | | $ | — | | | | | $ | — | |
See Note 12, "Income Taxes", for additional information on income taxes paid.
We continually monitor the financial strength of the Exchange.
We applied the guidance retrospectively to prior periods presented in the consolidated financial statements for disclosure purposes, including the disclosure of specific categories in an effective tax rate reconciliation and certain information about income taxes paid.
In July 2025, the FASB issued ASU 2025-05, *"Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets"*, which provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under *"Revenue from Contracts with Customers (Topic 606)"*.
Under the practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.
An entity that elects the practical expedient should apply the amendments on a prospective basis.
In September 2025, the FASB issued ASU 2025-06, *"Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software"*, which removes all references to prescriptive and sequential software development project stages and requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.
The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.
Early adoption is permitted.
The amendments can be applied on a prospective, modified or retrospective basis.
We are currently evaluating the impact of adoption on our consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11 *"Interim Reporting (Topic 270) - Narrow-Scope Improvements"*, which clarifies current interim disclosure requirements and provides a comprehensive list of required interim disclosures.
The guidance also incorporates a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.
Early adoption is permitted.
We do not expect the standard will have a material impact on our disclosures, and will have no other impact on our consolidated financial statements.
administrative services and is recognized over a four-year period representing the time over which the economic benefit of the services provided (i.e. management of the administrative services) transfers to the customer.
| Management fee revenue - policy issuance and renewal services | | | | | | $ | 3,131,806 | | | | | $ | 2,894,074 | | | | | $ | 2,442,073 | |
| Management fee revenue - administrative services | | | | | | 74,058 | | | | | | 68,355 | | | | | | 63,669 | | |
| Administrative services reimbursement revenue | | | 836,639 | | | | | | 806,336 | | | | | | 737,139 | | |
| Contribution to charitable foundation | | | (100,000) | | | | | | — | | | | | | — | | |
| | | | | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | | | | | $ | 844,479 | | | | | $ | 998 | | | | | $ | 839,542 | | | | | $ | 3,939 | |
| Commercial mortgage-backed securities | | | | | | 140,541 | | | | | | 0 | | | | | | 117,520 | | | | | | 23,021 | | |
| Residential mortgage-backed securities | | | | | | 187,226 | | | | | | 0 | | | | | | 186,432 | | | | | | 794 | | |
| U.S. Treasury | | | | | | 24,163 | | | | | | 0 | | | | | | 24,163 | | | | | | 0 | | |
| Total available-for-sale securities (1) | | | | | | 1,364,828 | | | | | | 998 | | | | | | 1,336,076 | | | | | | 27,754 | | |
| Financial services sector | | | | | | 74,614 | | | | | | 2,593 | | | | | | 66,350 | | | | | | 5,671 | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense, net | | | | | | — | | | | | | — | | | | | | 2,009 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2021 | | | $ | 1,992 | | $ | 178 | | $ | 16,496 | | $ | (25,288) | | $ | 2,495,190 | | $ | (1,167,828) | | $ | 21,738 | | $ | 1,342,478 | |
| Net income | | | | | | | | | | | | | | | 298,569 | | | | | | | | | 298,569 | | |
| Class A $4.52 per share | | | | | | | | | | | | | | | (208,775) | | | | | | | | | (208,775) | | |
| Interest paid | | | | | | — | | | | | | — | | | | | | (2,134) | | |
| Proceeds from disposal of fixed assets | | | | | | — | | | | | | — | | | | | | 265 | | |
| Proceeds from short-term borrowings | | | | | | — | | | | | | — | | | | | | 55,000 | | |
| Payments on short-term borrowings | | | | | | — | | | | | | — | | | | | | (55,000) | | |
| Payments on long-term borrowings | | | | | | — | | | | | | — | | | | | | (94,070) | | |
We applied the guidance retrospectively to prior periods presented in the consolidated financial statements based on the significant segment expense categories identified and disclosed in the period of adoption.
As an entity with a single reportable segment, we disclose significant segment expenses that are regularly provided to our chief operating decision maker and included within each reported period of profit or loss, and all applicable disclosures required by Topic 280.
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, *"Income Taxes (Topic 740): Improvements to Income Tax Disclosures"*, which requires entities to disclose specific categories in an effective tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.
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.
economic useful life or the lease term.
Indemnity serves as the attorney-in-fact on
| Interest expense, net | | | — | | | | | | — | | | | | | 2,009 | | |
| | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | | | | | $ | 588,688 | | | | | $ | 0 | | | | | $ | 584,182 | | | | | $ | 4,506 | |
| Commercial mortgage-backed securities | | | | | | 102,720 | | | | | | 0 | | | | | | 91,726 | | | | | | 10,994 | | |
| Residential mortgage-backed securities | | | | | | 140,055 | | | | | | 0 | | | | | | 138,521 | | | | | | 1,534 | | |
| Total available-for-sale securities | | | | | | 961,241 | | | | | | 0 | | | | | | 944,207 | | | | | | 17,034 | | |
| Financial services sector | | | | | | 69,900 | | | | | | 816 | | | | | | 63,750 | | | | | | 5,334 | | |
| Consumer sector | | | | | | 3,915 | | | | | | 0 | | | | | | 2,415 | | | | | | 1,500 | | |
| Industrial sector | | | | | | 180 | | | | | | 0 | | | | | | 180 | | | | | | 0 | | |
| Total | | | | | | $ | 1,045,494 | | | | | $ | 863 | | | | | $ | 1,020,263 | | | | | $ | 24,368 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | | | | | $ | 3,686 | | | | | $ | 4 | | | | | $ | 314 | | | | | $ | 4,316 | | | | | $ | (1,536) | | | | | $ | 5,611 | | | | | $ | (7,889) | | | | | $ | 4,506 | |
| Commercial mortgage-backed securities | | | | | | 10,910 | | | | | | (778) | | | | | | 311 | | | | | | 2,575 | | | | | | (621) | | | | | | 5,373 | | | | | | (6,776) | | | | | | 10,994 | | |
| Residential mortgage-backed securities | | | | | | 4,184 | | | | | | (5) | | | | | | 96 | | | | | | 0 | | | | | | (120) | | | | | | 1,567 | | | | | | (4,188) | | | | | | 1,534 | | |
| Total available-for-sale securities | | | | | | 18,780 | | | | | | (779) | | | | | | 721 | | | | | | 6,891 | | | | | | (2,277) | | | | | | 12,551 | | | | | | (18,853) | | | | | | 17,034 | | |
| Equity securities | | | | | | 3,779 | | | | | | 47 | | | | | | — | | | | | | 3,458 | | | | | | 0 | | | | | | 1,857 | | | | | | (1,807) | | | | | | 7,334 | | |
| Total Level 3 securities | | | | | | $ | 22,559 | | | | | $ | (732) | | | | | $ | 721 | | | | | $ | 10,349 | | | | | $ | (2,277) | | | | | $ | 14,408 | | | | | $ | (20,660) | | | | | $ | 24,368 | |
| Corporate debt securities | | | | | | $ | 600,639 | | | | | $ | 4,594 | | | | | $ | 16,545 | | | | | $ | 588,688 | |
An excerpt. Shown here: 40 of 436 rewritten, 40 of 208 added and 40 of 101 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 1 added, 1 removed, 17 unchanged
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: 2024.][added: 2025.]
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: 2024.][added: 2025.]
| February 23, 2026 | | | | | | February 23, 2026 | | | | | | February 23, 2026 | | | | | |
| February 27, 2025 | | | | | | February 27, 2025 | | | | | | February 27, 2025 | | | | | |
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 0 unchanged
There was no additional information in the fourth quarter of [removed: 2024] [added: 2025] that has not already been filed in a Form 8-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 rewritten, 1 added, 1 removed, 20 unchanged
We have audited Erie Indemnity Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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, [removed: 2024,] [added: 2025,] based on the COSO [removed: criteria.][added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 27, 2025] [added: 23, 2026] expressed an unqualified opinion thereon.
February 23, 2026
February 27, 2025
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
12 rewritten, 1 added, 3 removed, 14 unchanged
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: 2024.][added: 2025.]
We have previously filed a copy of the Code of Conduct as [Exhibit [removed: 14.1](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] [added: 14.1](https://www.sec.gov/Archives/edgar/data/922621/000162828025047550/ex-141.htm)] to the Registrant's Form 8-K filed with the Securities and Exchange Commission on October [removed: 26, 2023.][added: 30, 2025.]
We have previously filed a copy of the Code of Ethics for Senior Financial Officers as [Exhibit [removed: 14.4](https://www.sec.gov/Archives/edgar/data/922621/000092262116000082/ex-14406012016.htm)] [added: 14.2](https://www.sec.gov/Archives/edgar/data/922621/000162828025047550/ex-142.htm)] to the Registrant's Form 8-K filed with the Securities and Exchange Commission on [removed: June 1, 2016.][added: October 30, 2025.]
| Name | | | | | | Age as of [removed: 12/31/2024] [added: 12/31/2025] | | | | | | Principal Occupation and Positions for Past Five Years | | |
| Timothy G. NeCastro | | | | | | [removed: 64] [added: 65] | | | | | | 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: 59] [added: 60] | | | | | | Executive Vice President, Secretary and General Counsel since January 2022; Senior Vice President, Secretary and General Counsel, October 2018 through December 2021; Director, EFL, EIC, Flagship, ENY and EPC. | | |
| Sean D. Dugan | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Human Resources and Corporate Services since January 2023; Senior Vice President, Human Resources, March 2020 through December 2022; [removed: Corporate Human Resources Officer, October 2018 through March 2020;] Director, EFL, EIC, Flagship, ENY and EPC. | | |
| Julie M. Pelkowski | | | | | | [removed: 55] [added: 56] | | | | | | 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. | | |
| Douglas E. Smith | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, Sales & Products since November 2016. | | |
| Parthasarathy Srinivasa | | | | | | [removed: 53] [added: 54] | | | | | | 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 [removed: 2022; Chief Information and Operations Officer Safe Auto Insurance (now Allstate Corporation), 2016 through 2019.] [added: 2022.] | | |
| Cody W. Cook | | | | | | [removed: 43] [added: 44] | | | | | | [removed: Senior] [added: Executive] Vice President, Claims since [removed: October 2020;] [added: January 2025;] Senior Vice President, [removed: Personal Products, April 2017 through] [added: Claims,] October [removed: 2020.] [added: 2020 through December 2024.] | | |
| Sarah J. Shine | | | | | | [removed: 46] [added: 47] | | | | | | [removed: Senior] [added: Executive] Vice President, Experience & Customer Service since [added: January 2025; Senior Vice President, Experience & Customer Service,] May [added: 2024 through December] 2024; Senior Vice President, Commercial Products, August 2017 through April 2024. | | |
| | | | | | | | | | | | | | | |
| Appointed Executive Officers: (1) | | | | | | | | | | | | | | |
*(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.*
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2024.][added: 2025.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2024.][added: 2025.]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2024.][added: 2025.]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2024.][added: 2025.]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
5 rewritten, 1 added, 1 removed, 15 unchanged
- Consolidated Statements of Operations for the three years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
- Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
- Consolidated Statements of Financial Position as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
- Consolidated Statements of Shareholders' Equity for the three years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
- Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| 3. [Exhibit Index](#i203ef1f206d347f99903ce6e6fd1b5c4_256) | | | [80](#i203ef1f206d347f99903ce6e6fd1b5c4_256) | | |
| 3. [Exhibit Index](#i15255c3afccd4007a07617dd2552746a_262) | | | [80](#i15255c3afccd4007a07617dd2552746a_262) | | |
Item 16. FORM 10-K SUMMARY
13 rewritten, 3 added, 1 removed, 148 unchanged
| 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) [Such exhibit is incorporated by reference to [removed: 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] [added: Exhibit 10.21 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) | | |
| 10.26 | | | | | | [First Amendment to Credit Agreement among PNC Bank, National Association, as Administrative Agent; the Lenders named therein; and Erie Indemnity Company, dated November 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)[.](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm) [Such] [added: 2024. Such] exhibit is incorporated by reference to Exhibit [removed: 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] [added: 10.1 to] the Registrant's Form 8-K that was filed with the Commission on [removed: 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)] [added: November 4, 2024.](https://www.sec.gov/Archives/edgar/data/0000922621/000092262124000026/ex101.htm)] | | |
| 14.1 | | | | | | [Code of Conduct. Such exhibit is incorporated by reference to Exhibit 14.1 to the Registrant's Form 8-K that was filed with the Commission on October [removed: 26, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] [added: 30, 2025.](https://www.sec.gov/Archives/edgar/data/922621/000162828025047550/ex-141.htm)] | | |
| 14.2 | | | | | | [Code of Ethics for [added: CEO and] Senior Financial Officers. Such exhibit is incorporated by reference to Exhibit [removed: 14.4] [added: 14.2] to the Registrant’s Form 8-K that was filed with the Commission on [removed: June 1, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000082/ex-14406012016.htm)] [added: October 30, 2025.](https://www.sec.gov/Archives/edgar/data/922621/000162828025047550/ex-142.htm)] | | |
| 19.1+ | | | | | | [removed: [Polici](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[es] [added: [Policies] with [removed: Resp](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-19112312024.htm)[ect] [added: Respect] to Securities Trades by [removed: Insiders, 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).] [added: Insiders](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-19112312025.htm).] | | |
| 23+ | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/922621/000092262125000004/ex-2312312024.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-2312312025.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/922621/000092262125000004/ex-31112312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-31112312025.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/922621/000092262125000004/ex-31212312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-31212312025.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/922621/000092262125000004/ex-3212312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-3212312025.htm)] | | |
| February [removed: 27, 2025] [added: 23, 2026] | | | ERIE INDEMNITY COMPANY | | | | | |
| February [removed: 27, 2025] [added: 23, 2026] | | | | | | /s/ Timothy G. NeCastro | | | | | | | | |
| /s/ J. Ralph Borneman, Jr. | | | | | | [added: /s/ C. Scott Hartz] | | |
| /s/ Salvatore Correnti | | | | | | [removed: /s/ George R. Lucore] | | |
| 10.31 | | | | | | [Third 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 October 1, 2025. 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 30, 2025.](https://www.sec.gov/Archives/edgar/data/922621/000162828025047555/ex-10109302025.htm) | | |
| 97.1+ | | | | | | [Policy on Recoupment of Officer Bonuses in Certain Situations](https://www.sec.gov/Archives/edgar/data/922621/000162828026010666/ex-97112312025.htm). | | |
| | | | | | | | | |
| 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). [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) | | |