Erie Indemnity : 2026 Information Statement

2026

Information Statement and

Notice of Annual Meeting

Notice of Annual Meeting of Shareholders

To the Holders of Class A Common Stock and

Class B Common Stock of ERIE INDEMNITY COMPANY:

We will hold our 101st annual meeting of shareholders in person at 9:30 a.m., Eastern Daylight Time (EDT), on Tuesday, April 21, 2026, in the Auditorium of the F.W. Hirt – Perry Square Building, located at 100 Erie Insurance Place, Erie, Pennsylvania 16530. This annual meeting of shareholders is being held for the following purposes:

To elect 11 persons to serve as directors until our 2027 annual meeting of shareholders and until their successors are elected and qualified;

To approve, on a non-binding advisory basis, the compensation of our named executive officers; and

To transact any other business that may properly come before our annual meeting and any adjournment, postponement or continuation thereof.

This notice and information statement, together with a copy of our annual report to shareholders for the year ended December 31, 2025, are being sent to all holders of Class A common stock and Class B common stock as of the close of business on Friday, February 20, 2026, the record date established by our board of directors.

Holders of Class B common stock will also receive a form of proxy. Holders of Class A common stock will not receive proxies because they do not have the right to vote on any of the matters to be acted upon at our annual meeting.

Holders of Class B common stock are requested to complete, sign and return the form of proxy in the envelope provided, whether or not they expect to attend our annual meeting in person.

By order of our board of directors,

Brian W. Bolash Executive Vice President,

General Counsel and Corporate Secretary

March 20, 2026 Erie, Pennsylvania

NOTICE OF INTERNET AVAILABILITY OF ANNUAL MEETING MATERIALS

Important Notice Regarding the Availability of our Information Statement for the Annual Meeting of Shareholders to be held on April 21, 2026.

Our information statement and annual report are available at: http://www.erieproxy.com.

Erie Indemnity Company – 2026 Information Statement

Table of Contents

Introduction 1

Voting at our Annual Meeting 1

Description of our Business 2

Beneficial Ownership of Common Stock 2

Our Board of Directors 4

Introduction 4

Board Leadership and Executive Sessions 4

Board Oversight of Risk 5

Committees of our Board 6

Director Education 7

Director – Shareholder Communications 7

Proposal 1 – Election of Directors 8

Introduction 8

Background of our Nominating Committee 8

Nominating Procedures 8

Actions Taken for Nominations 9

Candidates for Election 9

Independent Directors 13

Required Vote 13

Compensation Discussion and Analysis 14

Executive Summary 14

Results of Say-on-Pay and Frequency of Say-on Pay Advisory Votes 15

Risk Management in Executive Compensation Plan Design 16

Executive Compensation Philosophy and Structure 17

Executive Compensation Principles 17

Relationship Between Pay and Performance 18

Setting Executive Compensation 19

Principal Components of Executive Compensation 19

Retirement Benefits and Perquisites 23

Policy on Recoupment of Officer Bonuses 24

Policy for Minimum Stock Ownership Levels 24

Anti-Hedging Policy 25

Policies with Respect to Securities Trades by Insiders 25

Tax Implications of Executive Compensation 25

Option Awards 25

Agreements with Executive Officers 25

Executive Compensation 26

Summary Compensation Table 26

Supplemental Table for All Other Compensation 28

Grants of Plan-Based Awards 29

Outstanding Equity Awards 30

Option Exercises and Stock Vested During 2025 31

Pension Plan and SERP 31

Non-Qualified Deferred Compensation 33

Agreements with Executive Officers 34

Potential Termination or Change in Control Payments 34

Compensation Committee Interlocks and Insider Participation 35

Equity Compensation Plan Table 36

Report of our Executive Compensation and Development Committee 37

CEO Pay Ratio 38

Pay Versus Performance 39

Director Compensation 45

Overview 45

2025 Director Compensation 45

Director Stock Ownership Guidelines 46

Director Education Program 47

Matching Gifts Program 47

Proposal 2 – Approval, on a Non-Binding Advisory Basis, of the Compensation of our Named Executive

Officers 48

Related Person Transactions 49

Independent Registered Public Accountants 50

Report of our Audit Committee 51

Audit Fees 53

Annual Report 54

Other Matters 54

ERIE INDEMNITY COMPANY

INFORMATION STATEMENT

WE ARE NOT ASKING HOLDERS OF OUR CLASS A COMMON STOCK FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Introduction

Unless the context indicates otherwise, all references in this information statement to “we,” “us,” “our” or the “Company” mean Erie Indemnity Company. Erie Insurance Exchange, or the “Exchange,” has four property and casualty insurance subsidiaries: Erie Insurance Company, Erie Insurance Company of New York, Erie Insurance Property & Casualty Company and Flagship City Insurance Company. We sometimes refer to the Exchange and its property and casualty insurance subsidiaries as the “Property and Casualty Group.” The Exchange also owns 100 percent of the common stock of Erie Family Life Insurance Company, or “EFL,” a life insurance company.

This information statement, which is first being mailed to the holders of our Class A common stock and our Class B common stock on or about March 20, 2026 is furnished to such holders to provide information regarding

us and our 2026 annual meeting of shareholders. This information statement is also being furnished in connection with the solicitation of proxies by our board of directors from holders of Class B common stock to be voted at our 2026 annual meeting of shareholders and at any adjournment, postponement or continuation thereof. Our annual meeting will be held in person at 9:30 a.m., Eastern Daylight Time (EDT), on Tuesday, April 21, 2026 in the Auditorium of the F.W. Hirt – Perry Square Building, located at 100 Erie Insurance Place, Erie, Pennsylvania 16530. Holders of Class B common stock will also receive a form of proxy.

Voting at our Annual Meeting

We are not asking holders of our Class A common stock for a proxy and you are requested not to send us a proxy. Only holders of Class B common stock of record at the close of business on February 20, 2026, are entitled to vote at our annual meeting. Each share of Class B common stock is entitled to one vote on each matter to be considered at our annual meeting. Except as otherwise provided in Sections 1756(b)(1) and (2) of the Pennsylvania Business Corporation Law of 1988, as amended, or “BCL,” in the case of adjourned meetings, a majority of the outstanding shares of Class B common stock will constitute a quorum at our 2026 annual meeting.

As of the close of business on February 20, 2026, we had 46,189,068 shares of Class A common stock outstanding, which are not entitled to vote on any matters to be acted upon at our 2026 annual meeting, and 2,542 shares of Class B common stock outstanding, which have the exclusive right to vote on all matters to be acted upon at our 2026 annual meeting.

There are three H.O. Hirt Trusts. Thomas B. Hagen, Jonathan Hirt Hagen and Elizabeth Hirt Vorsheck, or “Mrs. Vorsheck,” all of whom are directors of the Company, are beneficiaries of the trusts. The H.O. Hirt Trusts

collectively own 2,340 shares of Class B common stock, which, because such shares represent 92.05 percent of the outstanding shares of Class B common stock entitled to vote at our 2026 annual meeting, is sufficient to determine the outcome of any matter submitted to a vote of the holders of our Class B common stock, assuming all of the shares held by the H.O. Hirt Trusts are voted in the same manner. As of the date of this information statement, the individual trustees of the H.O. Hirt Trusts are Mrs. Vorsheck and Jonathan Hirt Hagen, and the corporate trustee is Sentinel Trust Company, L.B.A., or “Sentinel.” Mrs. Vorsheck and Jonathan Hirt Hagen are both candidates for re-election to the board at our 2026 annual meeting.

Under the provisions of the H.O. Hirt Trusts, the shares of Class B common stock held by the H.O. Hirt Trusts are to be voted as directed by a majority of the trustees then in office. If at least a majority of the trustees then in office of each of the H.O. Hirt Trusts vote for the election of the 11 candidates for director named below and vote for the approval of the compensation of our named executive officers, then such candidates will be elected as directors and the compensation of our named executive officers will be approved, even if all shares of Class B

common stock other than those held by the H.O. Hirt Trusts do not vote for such proposals. We have not been advised as of the date of this information statement how the trustees of the H.O. Hirt Trusts intend to vote at our annual meeting.

Description of our Business

Since 1925, we have served as the attorney-in-fact for the subscribers (policyholders) at the Exchange. The Exchange is a reciprocal insurance exchange organized under Article X of Pennsylvania’s Insurance Company Law of 1921 under which individuals, partnerships and corporations are authorized to exchange reciprocal or inter-insurance contracts with each other, or with individuals, partnerships, and corporations of other states and countries, providing indemnity among themselves from any loss which may be insured against under any provision of the insurance laws except life insurance. Each applicant for insurance from the Exchange signs a subscriber’s agreement, which appoints us as the attorney-in-fact for the subscriber to transact the business of the Exchange on their behalf. As attorney-in-fact, we are required to perform certain services relating to the sales, underwriting and issuance of policies on behalf of the Exchange. We also provide management services to the Exchange’s subsidiaries.

The Property and Casualty Group writes personal and commercial lines of property and casualty insurance coverages exclusively through approximately 2,320 independent agencies comprised of more than 14,780 licensed agents. The underwriting results of the Property and Casualty Group are pooled. As a result of the Exchange’s 94.5 percent participation in the reinsurance pooling arrangement and its ownership of the other property and casualty insurance entities, the underwriting risk of the Property and Casualty Group’s business is borne by the Exchange.

We charge the Exchange a management fee calculated as a percentage, limited to 25 percent, of all premiums written or assumed by the Exchange. Management fees accounted for 97.4 percent, 96.5 percent and 96.5 percent, respectively, of our revenues for the three years ended December 31, 2023, 2024 and 2025. The management fee rate was 25 percent during 2023, 2024 and 2025, and beginning January 1, 2026, the rate has been set at 25 percent.

Beneficial Ownership of Common Stock

The following table sets forth, as of February 20, 2026, the amount of our outstanding Class B common stock owned by shareholders known by us to own beneficially more than 5 percent of our Class B common stock.

Name of Individual or Identity of Group

Shares of Class B Common Stock Beneficially Owned

Percent of Outstanding Class B Common Stock

H.O. Hirt Trusts(1), Erie, Pennsylvania

2,340

92.05%

Hagen Family Limited Partnership(2), Erie, Pennsylvania

173

6.81%

There are three H.O. Hirt Trusts. Thomas B. Hagen, Jonathan Hirt Hagen and Mrs. Vorsheck are three of the beneficiaries of the trusts. As of the date of this information statement, the trustees of the H.O. Hirt Trusts are Jonathan Hirt Hagen, Mrs. Vorsheck and Sentinel. The trustees collectively control voting and disposition of the shares of Class B common stock. A majority of the trustees then in office acting together is required to take any action with respect to the voting or disposition of shares of Class B common stock.

Thomas B. Hagen, the chairman of our board of directors, is the general partner of the Hagen Family Limited Partnership. As general partner, Mr. Hagen has sole voting power and investment power over the shares of Class B common stock held by the Hagen Family Limited Partnership. Mr. Hagen is the father of Jonathan Hirt Hagen. Jonathan Hirt Hagen is also a director of the Company.

The following table sets forth, as of February 20, 2026, the amount of the outstanding shares of Class A common stock and Class B common stock beneficially owned by (i) each director and candidate for director nominated by our Nominating and Governance Committee, or “nominating committee,” (ii) each executive officer named in the Summary Compensation Table, and (iii) all of our executive officers, directors and director nominees as a group.

Name of Individual or Identity of Group

Shares of Class A Common Stock Beneficially Owned(1)(2)

Vested Share Credits (3)(4)

Percent of Outstanding Class A Common Stock(5)

Shares of Class B Common Stock Beneficially Owned(1)(2)

Percent of Outstanding Class B Common Stock(5)

Directors and Nominees for Director:

J. Ralph Borneman, Jr.

10,000

20,264

Eugene C. Connell(6)

19,896

3,306

Salvatore Correnti

320

2,726

LuAnn Datesh

410

4,098

William D. Edwards(7)

N/A

Jonathan Hirt Hagen(8)

223,530

16,857

Thomas B. Hagen(9)

16,762,189

14,339

36.32%

189

7.44%

C. Scott Hartz

1,097

19,159

Brian A. Hudson, Sr.

295

3,306

Thomas W. Palmer

770

15,588

Elizabeth Hirt Vorsheck(10)

3,960,946

14,339

8.61%

Executive Officers:

Brian W. Bolash

445

3,140

Timothy G. NeCastro(11)

11,858

12,844

Julie M. Pelkowski

658

1,796

Douglas E. Smith

5,163

Parthasarathy Srinivasa

1,308

All Directors, Nominees for Director and Executive Officers as a Group (19 persons)(12)

21,137,295(13)

N/A

45.76%

190

7.47%

Information furnished by the named persons.

Under the rules of the Securities and Exchange Commission, or “SEC,” a person is deemed to be the beneficial owner of securities if the person has, or shares, “voting power,” which includes the power to vote, or to direct the voting of, such securities, or “investment power,” which includes the power to dispose, or to direct the disposition, of such securities. Under SEC rules, more than one person may be deemed to be the beneficial owner of the same securities. Securities beneficially owned also include securities owned jointly, in whole or in part, or individually by the person’s spouse, minor children or other relatives who share the same home. The information set forth in the above table includes all shares of Class A common stock and Class B common stock over which the named individuals, individually or together, have voting power or investment power.

Vested share credits of Class A common stock for directors are granted under the Deferred Stock Plan for Outside Directors.

Vested share credits of Class A common stock for executive officers represent deferrals of short- and long-term incentive compensation under the Company’s Incentive Compensation Deferral Plan.

Less than one percent unless otherwise indicated.

Mr. Connell owns 17,433 shares of Class A common stock directly and 3,306 vested share credits under the Deferred Stock Plan for Outside Directors. Mr. Connell disclaims beneficial ownership of 2,463 shares of Class A common stock owned by his two children who live in his household.

Mr. Edwards is not currently a director but is a director nominee.

Mr. Jonathan Hagen owns 223,130 shares of Class A common stock directly, one share of Class B common stock directly, and 16,857 vested share credits under the Deferred Stock Plan for Outside Directors. Mr. Jonathan Hagen disclaims beneficial ownership of

400 shares of Class A common stock owned by his children who live in his household.

Mr. Thomas Hagen owns 5,100 shares of Class A common stock directly. Mr. Hagen owns 16,757,089 shares of Class A common stock indirectly of which he disclaims beneficial ownership except to the extent of personal pecuniary interest. Mr. Hagen owns 14,339 vested share credits under the Deferred Stock Plan for Outside Directors. Mr. Hagen owns four shares of Class B common stock directly and 185 shares of Class B common stock indirectly of which he disclaims beneficial ownership except to the extent of personal pecuniary interest.

Mrs. Vorsheck owns 69,716 shares of Class A common stock directly and 3,891,230 shares of Class A common stock indirectly through several trusts. Mrs. Vorsheck owns 14,339 vested share credits under the Deferred Stock Plan for Outside Directors.

Mr. NeCastro has announced his plan to retire as the Company’s President and Chief Executive Officer on December 31, 2026. Additional information regarding his retirement announcement is provided in a Form 8-K filed with the SEC on February 20, 2026.

Includes Executive Vice Presidents Cody W. Cook, Sean D. Dugan and Sarah J. Shine.

Includes actual ownership of Class A common stock, vested share credits under the Deferred Stock Plan for Outside Directors, and vested share credits under the Company’s Incentive Compensation Deferral Plan for executives and senior officers of the Company.

Our Board of Directors

Introduction

Our board of directors is currently comprised of 10 members, all of whom were elected at our 2025 annual meeting to serve for a term of one year. At our 2025 annual meeting, our voting shareholders elected 11 directors. On February 28, 2026, George R. Lucore, one of our directors, passed away and the directorship held by him is currently vacant. Vacancies on our board of directors may be filled only by persons elected by a majority of the remaining directors, or by our voting shareholders, in accordance with our bylaws. Our board of directors has not elected a director following Mr. Lucore’s death; however, our nominating committee and board of directors has nominated William D. Edwards for election by the holders of our Class B common stock at the annual meeting.

All directors hold office until their respective successors are elected and qualified, or until their earlier death, resignation or removal. There are no family relationships between any of our directors or executive officers, except for the following:

Thomas B. Hagen, chairman of our board of directors and chairman of our Executive Committee, or “executive committee,” and Jonathan Hirt Hagen, vice chairman of the board of directors and chairman of our nominating committee, are father and son, respectively; and

Mrs. Vorsheck, a director and chair of our Charitable Giving Committee, or “charitable giving committee,” is a niece-in-law of Thomas B. Hagen and a first cousin of Jonathan Hirt Hagen.

During 2025, each director attended more than 75 percent of the number of meetings of our board of directors and the standing committees of our board of directors of which such director was a member.

Board Leadership and Executive Sessions

The chairman of our board of directors is elected annually by the remaining directors on our board. In addition to presiding over all meetings of shareholders and of our board of directors, the chairman’s duties include setting priorities, establishing agendas for meetings of the board, providing board leadership, and communicating with the chief executive officer, or “CEO,” on matters of strategic direction. The chairman also serves as an ex officio member of all other board committees of which he is not a designated member.

Our board of directors may, but is not required to, annually elect one of its members to serve as vice chairman of the board and may remove or replace such person at any time and for any reason. The vice chairman of the board performs the duties of the chairman of the board (including ex officio membership on committees) when the chairman is absent or unable to act or during such time as no individual is serving as chairman of the board. The vice chairman of the board also performs such other duties as from time to time may be assigned by the board of directors.

Since our incorporation in 1925, we have generally separated the positions of chairman of the board and CEO of the Company. Although our board of directors has no specific policy regarding separation of these offices and our bylaws permit the chairman to serve as CEO, our board has determined that separating these positions is currently in the best interests of the Company and our shareholders. Given the length of time and different capacities in which our current chairman has served the Company, including as a prior president and CEO, and his status as an independent director under Nasdaq rules, our board believes that separating these positions is an important component of our management succession plan, and allows our chairman to lead the board in its independent oversight of management and our CEO to focus on the execution of our strategy and the day-to-day issues affecting our business.

A majority of the directors on our board meet the definition of an “independent director” under Nasdaq rules. Our independent directors meet in executive session without management directors or management present. These sessions generally take place prior to or following regularly scheduled board meetings. The directors met in such sessions five times during 2025.

Board Oversight of Risk

Our board of directors is responsible for oversight of the Company’s assessment and management of material risks that impact our business. The Company has a formal enterprise risk management, or “ERM,” program that operates under the leadership of our chief financial officer, or “CFO.” The purpose of this program is to promote risk-intelligent decision making and, in turn, increase the likelihood of achieving our operational objectives. Our board of directors is regularly advised of potential organizational risks as well as policies and actions taken to mitigate those risks. At the board level, risk oversight is primarily accomplished through individual committees of the board and management’s reporting processes. Each committee oversees and manages the risks associated with their substantive areas of responsibility. The individual committees meet regularly and report back to the board. A description of the individual committees and their oversight of risk appears below.

Our Risk Committee, or “risk committee,” is responsible for assisting the board in the development and oversight of the Company’s overall risk appetite and advising on the effectiveness of the Company’s ERM framework. The committee also oversees the Company’s environmental, social and governance, or “ESG,” initiatives and reporting, and its compliance with climate change risk regulation and disclosure.

The risk committee periodically communicates with all board committees to confirm that such committees are appropriately addressing the risks within their respective areas of oversight. This committee is also charged with reporting to the Audit Committee, or “audit committee,” any items that may have a material financial statement impact or require financial statement and/or regulatory disclosure. When necessary, the risk committee reports to the audit committee other significant risks, the processes, procedures and controls in place to mitigate material risks, and the overall effectiveness of the risk management process.

Our audit committee focuses on risks related to accounting, internal controls, and financial and tax reporting.

The audit committee also assesses economic and business risks and monitors compliance with ethical standards.

Our Executive Compensation and Development Committee, or “compensation committee,” identifies and oversees risks associated with our executive compensation policies and practices.

With the assistance of a compensation consultant, the Company periodically conducts a comprehensive compensation risk assessment, including a review of all executive and non-executive incentive plans, and evaluates the risks associated with each plan and the

effectiveness of certain risk mitigations. The results of these compensation risk assessments are shared with the compensation committee. See Compensation Discussion and Analysis.

Our nominating committee is responsible for evaluating and overseeing director independence, reviewing and approving related person transactions and implementing corporate governance policies.

The nominating committee also has responsibility for monitoring corporate governance issues that may arise from time to time and developing appropriate recommendations for the board.

Our Investment Committee, or “investment committee,” identifies and assesses the business and economic risks relating to the Company’s investments and the investment portfolios of the companies we manage.

These risks include, but are not limited to, market risk, liquidity risk, concentration risk, credit risk, interest rate risk and inflation risk.

Committees of our Board

Our board of directors met five times in 2025. The standing committees of our board of directors are our executive committee, audit committee, compensation committee, nominating committee, charitable giving committee, investment committee, Strategy Committee, or “strategy committee,” and risk committee.

Our executive committee met two times in 2025. This committee has the authority, subject to certain limitations, to exercise the power of our board of directors between regular meetings. Our executive committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.

Our audit committee met five times in 2025. Consistent with Section 1405(c)(4) of the Pennsylvania Insurance Holding Companies Act, or the “Holding Companies Act,” and the Sarbanes-Oxley Act of 2002, or

“Sarbanes-Oxley,” our audit committee has responsibility for the selection of independent registered public accountants, reviewing the scope and results of their audit and reviewing our financial condition and the adequacy of our accounting, financial, internal and operating controls. Our audit committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.

Our compensation committee met five times in 2025. Consistent with Section 1405(c)(4.1) of the Holding Companies Act and our bylaws, our compensation committee has responsibility for recommending to our board of directors, at least annually, the competitiveness and appropriateness of the salaries, short- and long-term incentive plan awards, terms of employment, non-qualified retirement plans, severance benefits and perquisites of our CEO, executive vice presidents and such other named executives as required by rules of the SEC or Nasdaq listing standards, and such other responsibilities as our board of directors may designate. See Executive Compensation – Compensation Committee Interlocks and Insider Participation. Our compensation committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.

Our nominating committee met four times in 2025. Consistent with Section 1405(c)(4.1) of the Holding Companies Act and our bylaws, our nominating committee has responsibility for identification of individuals believed to be qualified to become members of our board of directors and to recommend to our board of directors nominees to stand for election as directors; identification of directors qualified to fill vacancies on any committee of our board; and evaluation of the procedures and process by which each committee of our board of directors undertakes to self-evaluate such committee’s performance. Our nominating committee operates pursuant to a written charter, a copy of which may be viewed on our website at: http://www.erieinsurance.com.

Members and chairs of the standing committees of our board of directors are identified in the table below.

Board Committee Composition

Name

Audit

Charitable Giving

Compensation

Executive

Investment

Nominating

Risk

Strategy

J. Ralph Borneman, Jr.

⬛

Chair

Eugene C. Connell

⬛

Chair

⬛

Salvatore Correnti

⬛

Chair

⬛

LuAnn Datesh

⬛

Jonathan Hirt Hagen(1)

⬛

Chair

⬛

Thomas B. Hagen(2)

Chair

C. Scott Hartz

⬛

Brian A. Hudson, Sr.

Chair

⬛

George R. Lucore(3)

⬛

Thomas W. Palmer

⬛

Chair

⬛

Elizabeth Hirt Vorsheck

Chair

⬛

As vice chairman of our board of directors, Mr. Jonathan Hagen serves as an ex officio member of the risk committee.

As chairman of the board of directors, Mr. Thomas Hagen serves as an ex officio, non-voting member of our audit committee and a voting member of all other committees, except for the risk committee. Mr. Thomas Hagen has deferred his ex officio membership on the risk committee to the vice chairman of the board.

Mr. Lucore passed away on February 28, 2026.

Director Education

We encourage our directors to further their knowledge and advance their skills as directors of a public company. To that end, we offer a director education program that provides each director with access to various resources to enhance those skills necessary to be an effective director. See Director Compensation – Director Education Program.

Director – Shareholder Communications

Our shareholders may communicate with our board of directors through our corporate secretary. Shareholders who wish to express any concerns to our directors may do so by sending a description of those concerns in writing addressed to a particular director, or in the alternative, to “Non-management Directors” as a group, care of our corporate secretary at our headquarters, 100 Erie Insurance Place, Erie, Pennsylvania 16530. All such communications received by our corporate secretary will be promptly forwarded to the addressee or addressees set forth in the communication.

Recognizing that director attendance at our annual meeting provides our shareholders with an opportunity to communicate with directors about issues affecting us, we actively encourage our directors to attend our annual meeting. All of our directors attended our 2025 annual meeting.

Proposal 1

Election of Directors

Introduction

The election of directors by the holders of our Class B common stock is governed by provisions of the Holding Companies Act, in addition to provisions of the BCL and our bylaws. The following discussion summarizes these statutory and bylaw provisions and describes the process undertaken in connection with the nomination of candidates for election as directors by the holders of Class B common stock at our annual meeting.

Background of our Nominating Committee

Section 1405(c)(4.1) of the Holding Companies Act provides that the board of directors of a domestic insurer must establish one or more committees comprised solely of directors who are not officers or employees of the insurer or of any entity controlling, controlled by or under common control with the insurer. Such committee or committees must have responsibility for, among other things, recommending candidates to be nominated by the board of directors, in addition to any other nominations by voting shareholders, for election as directors by the voting shareholders. Section 1405(c)(5) of the Holding Companies Act provides that the above provisions shall not apply to a domestic insurer if the person controlling such insurer is an insurer, an attorney-in-fact for a reciprocal exchange, a mutual insurance holding company or a publicly held corporation having a board of directors and committees thereof which already meet the requirements of Section 1405(c)(4.1). For purposes of the Holding Companies Act, we are deemed to control the Exchange and its subsidiaries, and our board of directors and its committees are in compliance with Section 1405(c)(4.1).

Section 3.09 of our bylaws is consistent with this statutory provision and provides that (i) our board of directors must appoint annually a nominating committee that consists of not less than three directors, each of whom is not an officer or employee of us or of any entity controlling, controlled by or under common control with us, and (ii) our nominating committee must, prior to each annual meeting of shareholders, determine and nominate candidates for the office of director to be elected by the holders of Class B common stock to serve terms as established by our bylaws and until their successors are elected and qualified.

In accordance with this bylaw provision, on April 22, 2025 our board of directors designated a nominating committee consisting of Jonathan Hirt Hagen, chair, Thomas W. Palmer and Mrs. Vorsheck. As chairman of our board, Thomas B. Hagen also serves as an ex officio voting member of the nominating committee. Consistent with the Holding Companies Act, none of these persons is an officer or employee of us or of any entity controlling, controlled by or under common control with us. Each member of our nominating committee is an independent director as defined in the rules applicable to companies listed on Nasdaq.

Nominating Procedures

Under Section 2.07(a) of our bylaws, nominations of persons for election to our board of directors may be made at any meeting at which directors are to be elected (i) by or at the direction of our board of directors upon the recommendation of our nominating committee or (ii) by any holder of our Class B common stock.

With respect to nominations by or at the direction of our nominating committee, except as is required by rules promulgated by Nasdaq, the SEC or the Holding Companies Act, there are no specific, minimum qualifications that must be met by a candidate for our board of directors, and our nominating committee may take into account such factors as it deems appropriate. Our nominating committee generally bases its nominations on our general needs as well as the specific attributes of candidates that would add to the overall effectiveness of our board of directors. Specifically, among the significant factors that our nominating committee may take into consideration are judgment, skill, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other directors, and the extent to which the candidate would be a desirable addition to our board of directors and any committee of our board of directors.

Although we do not have a formal policy or guidelines regarding diversity of membership of our board of directors, our Company recognizes the value of having a board that encompasses a broad range of skills, expertise,

contacts, industry knowledge and diversity of opinion. Our board has not attempted to define “diversity” or otherwise require that the composition of our board include individuals from any particular background or who possess specific attributes.

Our nominating committee utilizes the following process to identify and evaluate the individuals that it selects, or recommends that our board of directors select, as director nominees:

Reviews the qualifications of any candidates who have been recommended by a holder of Class A common stock or Class B common stock in accordance with our bylaws.

Considers recommendations made by individual members of our board of directors or, if our nominating committee so determines, a search firm. Our nominating committee may consider candidates who have been identified by management but is not required to do so.

Evaluates the background, experiences, qualifications and suitability of each candidate, including the current members of our board of directors, in light of the current size and composition of our board of directors and the above discussed significant factors.

After such review and consideration, our nominating committee recommends a slate of director nominees to the board of directors.

Actions Taken for Nominations

Our nominating committee met on February 3, 2026 for the purposes of evaluating the performance and qualifications of the current and proposed members of our board of directors and nominating candidates for election as directors by the holders of Class B common stock at our annual meeting.

Our bylaws provide that our board of directors shall consist of not less than seven, nor more than 16, directors, with the exact number to be fixed from time to time by resolution of our board of directors. At its meeting on February 3, 2026, our nominating committee recommended that the size of our board of directors be set at

12 persons and that all 11 incumbent directors as of such date be nominated to stand for re-election and one new candidate be nominated for election as directors by the holders of Class B common stock at our annual meeting.

On February 19, 2026, our board of directors accepted the report and recommendation of our nominating committee, set the number of directors to be elected at our annual meeting at 12 and approved the nomination of all 11 incumbent directors and one new director candidate for election as directors by the holders of Class B common stock at our annual meeting. On February 28, 2026, director and nominee for re-election as a director, George R. Lucore, passed away. On March 2, 2026, our board determined that it would set the size of the board at 11 directors, effective at our 2026 annual meeting, and approved the nomination of J. Ralph Borneman, Jr., Eugene C. Connell, Salvatore Correnti, LuAnn Datesh, William D. Edwards, Jonathan Hirt Hagen,

Thomas B. Hagen, C. Scott Hartz, Brian A. Hudson, Sr., Thomas W. Palmer and Elizabeth Hirt Vorsheck for election as directors by the holders of Class B common stock at our annual meeting. If elected, such persons would serve until our 2027 annual meeting of shareholders and until their successors are elected and qualified.

Candidates for Election

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the nominees named below. With the exception of William D. Edwards, all of the nominees are currently directors of the Company. If a nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee selected by our nominating committee. Our board of directors has no reason to believe the nominees named will be unable to serve if elected.

The biography of each director nominee below contains information regarding that person’s principal occupation, positions held with the Company, if applicable, age (as of April 1, 2026), service as a director, business experience, other public company director positions currently held or held at any time during the past five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our nominating committee to conclude that the person should serve as a member of our board of directors:

J. Ralph Borneman, Jr., CIC, CPIA

Age: 87

Director since 1992

President, Chief Executive Officer and Chairman of the Board, Body-Borneman Insurance & Financial Services LLC, insurance agency, Boyertown, PA, 2005 to present; President, Chief Executive Officer and Chairman of the Board, Body-Borneman Associates, Inc., insurance agency; President, Body-Borneman, Ltd. and Body-Borneman, Inc., 1967-2005, insurance agencies he co-founded.

Mr. Borneman has extensive knowledge of, and more than 55 years of experience with, the business of insurance, agency matters, sales and marketing, and insurance distribution strategies. He is a past President of the Professional Insurance Agents Association of Pennsylvania, Maryland and Delaware and has prior experience as a director of other public companies.

Eugene C. Connell, FCAS, CFA, CPCU

Age: 71

Director since 2017

Independent Investor and Advisor, Erie, PA, since 2011; Chief Executive Officer, RendrFX, Inc., video software, 2017-2018; Deputy Secretary, Commonwealth of Pennsylvania Department of Labor and Industry, Harrisburg, PA, 2013-2014; Executive Vice President, Property/Casualty Products, Risk Lighthouse, LLC, an economic risk intelligence firm, Atlanta, GA, 2012; Senior Vice President and Chief Actuary (1988-2011) and Chief Risk Officer (2005-2011), Erie Insurance Group, Erie, PA.

Mr. Connell has more than 40 years of experience in the insurance industry, including a 23-year career with the Company during which he held several senior leadership positions, including Chief Actuary and Chief Risk Officer. He has extensive experience in actuarial science; automobile, property and workers compensation insurance; development of property and casualty insurance products; financial planning and modeling; investments; insurance regulation; and risk management. As Chair of our risk committee, he has pursued continuing education, and received certification of his knowledge, in corporate governance, cybersecurity oversight, climate change, and sustainability. Mr. Connell also satisfies the SEC requirements of an audit committee financial expert and has been so designated by the Company’s board of directors.

Salvatore Correnti, CFA, CCM, FLMI

Age: 65

Director since 2018

Director, Builders Insurance Mutual Holding Company, Atlanta, GA, since 2013; Director, Oil Casualty Investment Corporation Ltd, Bermuda, from March 2017 to March 2022; Adjunct Professor, Towson University, Towson, MD, from 2015 to 2021; Non-Executive Vice-Chair of the Board of Directors of Conning Holdings Corporation, Hartford, CT; Conning Holdings Ltd, UK, 2012-2017; Chief Executive Officer of Conning Holdings/ Conning Asset Management, 2003-2012.

Mr. Correnti has extensive experience with investments and insurance having held executive positions at USF&G, Swiss Re, and Conning. In his current role as a director of Builders Insurance, he serves as chair of the Investment Committee and serves on the Audit and Governance Committees. Mr. Correnti also has executive management experience serving six years as head of asset-liability management, five years as a chief operating officer, and then nine years as chief executive officer of a global asset management company.

LuAnn Datesh, ESQ.

Age: 71

Director since 2016

Vice President, General Counsel and Corporate Secretary, Olympus Energy LLC, an oil and natural gas company, Canonsburg, PA since May 2019; a director and shareholder, Sherrard, German & Kelly, P.C., September 2016-May 2019; Vice President, CNX Gas Corporation, an oil and gas company, Canonsburg, PA, February 2016-September 2016; Vice President, CONSOL Energy, Inc., an energy company, 2011-2016; Assistant General Counsel, CONSOL Energy, Inc., 2009-2011.

Ms. Datesh has significant experience with the legal, governance and risk management aspects of another publicly held, regulated company where she was an officer of multiple subsidiaries. She also has executive management experience overseeing a wide variety of corporate transactions and an extensive background in corporate law, finance, business counseling and managing large real estate holdings.

William D. Edwards, ESQ.

Age:58 New Director

Candidate

Partner at Taft Stettinius & Hollister LLP since May 2023; Attorney at Ulmer &

Berne LLP, Cleveland, Ohio, January 1998-May 2023 (Partner from 2002-May 2023); Chair of the Wittenberg University Board of Directors (served on the Board since 2015 and current Chair since 2020).

Mr. Edwards has significant experience in employment law, business litigation and complex compliance issues. He has expertise in organizational strategic planning and enterprise risk management. Mr. Edwards also has board experience focused on audit issues, compliance and governance affairs.

Jonathan Hirt Hagen, J.D.

Age: 63

Director since 2005

Vice Chairman of the Board of our Company since 2013 and Chairman of the Board of our affiliated insurance companies since 2018; Co-Trustee of the H.O. Hirt Trusts, Erie, PA, since 2015; Vice Chairman, Custom Group Industries, Erie, PA, machining and fabrication manufacturing companies, from 1999-2017; private investor, since 1990.

Mr. Hagen, as the grandson of our late founder and longtime leader of the Company,

H.O. Hirt, and son of Chairman Thomas B. Hagen and the late longtime director Susan Hirt Hagen, has a thorough knowledge and understanding of our operations, history and culture. He is one of three trustees of the H.O. Hirt Trusts which control a majority of our voting stock. His extensive business and legal educational background, prior insurance experience and service on our board also give him broad knowledge of the insurance industry, business law and corporate governance issues. In addition, he has experience with his family’s business interests, as a private investor and as a director of another public company.

Thomas B. Hagen

Age: 90

Director since 2007 Prior Board Service 1979-1998

Chairman of the Board of our Company (since 2007) and of our affiliated insurance companies (2007-2018), an employee (1953-1995) and former agent of the Company, including service as President (1982-1990) and Chairman and CEO (1990-1993); Owner and Manager, Historic Erie Restorations LLC, since 2018; Chairman, Custom Group Industries, Erie, PA, complex fabrications, heating platens and precision machining manufacturing companies, since 1997; General Partner, Hagen Family Limited Partnership, since 1989.

Mr. Hagen is the son-in-law and close associate of our late co-founder and longtime leader of the Company, H.O. Hirt. Mr. Hagen has extensive ERIE and insurance industry knowledge and experience through his long association with ERIE starting in 1953 and subsequently serving in a variety of leadership roles, including as our CEO. He has held leadership positions in various insurance industry and business trade groups, including past Chairman of the Pennsylvania Chamber of Business & Industry and past Chairman of the Insurance Federation of Pennsylvania. He also has broad executive management and leadership experience having served on various civic and business boards of directors, including the boards of three other public companies, one of them NYSE listed. He has served as Pennsylvania’s Secretary of Commerce and Secretary of Community & Economic Development, and is a retired Captain in the U.S. Navy Reserve. He controls the second largest voting and the largest non-voting shareholding interests in our Company.

C. Scott Hartz, CPA

Age: 80

Director since 2003

Retired senior executive and private investor, principally in start-up technology related ventures; Director of EMMA Health Technologies, a manufacturer of medical devices, since January 2019; Managing Director, InRange Investor Group, LLC, since November 2019; Director, until April 2024 of Averatek, an SRI International “spin out” nano technology-based material science company; Director since 2023 of Seismic, a

wearable robotics company which is also an SRI International “spin out” company; Chief Executive Officer, The Hartz Group, strategy and technology consulting, Bala Cynwyd, PA since 2003.

Prior to joining the Company’s board, Mr. Hartz spent 32 years with PwC Consulting, the last seven years as Global Chief Executive Officer for a worldwide organization with a 30,000-person professional staff. Mr. Hartz has a strong background in information technology, cyber-security, consulting and investments. He has prior experience in executive management, as a director of another public company and as an Advisory Board member of a national non-profit organization.

Brian A. Hudson, Sr., CPA, CGMA, CTP

Age: 71

Director since 2017

Director, MidPenn Bank, since January 2021; Retired Executive Director and Chief Executive Officer, Pennsylvania Housing Finance Agency, Harrisburg, PA,

2003-February 2020; Director, Federal Home Loan Bank of Pittsburgh, 2007-2017.

Mr. Hudson has 15 years of experience as chief financial officer and 17 years as chief executive officer of a multi-billion dollar corporation and instrumentality of the Commonwealth of Pennsylvania. In addition to being a Certified Public Accountant (CPA) and holding a Chartered Global Management Accountant (CGMA) designation,

Mr. Hudson is a Certified Treasury Professional (CTP). Until 2017, he was a member of the Board of Directors, and Chair of the Audit Committee, of the Federal Home Loan Bank of Pittsburgh and has more than 35 years of experience in managing a large investment portfolio and the placement of bond issues. Mr. Hudson satisfies the SEC requirements of an audit committee financial expert and has been so designated by the Company’s board of directors. He also has experience as a director of another public company.

Thomas W. Palmer, ESQ.

Age: 78

Director since 2006

Of counsel to the law firm of Marshall & Melhorn, LLC, Toledo, OH, since 2019; Member (including service as a managing member) of Marshall & Melhorn, LLC, 1972-2019.

Mr. Palmer has significant experience with business and corporate law, business dispute resolution, corporate governance, financial reporting and family-owned enterprises. He also has prior experience as a director of another public company.

Elizabeth Hirt Vorsheck

Age: 70

Director since 2007

Co-Trustee of the H.O. Hirt Trusts, Erie, PA, since 2007; more than 40 years’ experience as managing principal of family business interests; private investor; and more than

25 years’ experience as principal of a family charitable foundation and other charitable initiatives.

Mrs. Vorsheck is a granddaughter of H.O. Hirt, the late founder and longtime leader of the Company, a daughter of F.W. Hirt, the late founder of Erie Family Life Insurance Company, who served the Erie Indemnity Company in many distinguished positions, culminating his lifelong career as Chairman of the Board having built and expanded the Erie Insurance Group of companies, and niece of Thomas B. Hagen and the late Susan Hirt Hagen. Mrs. Vorsheck is one of three trustees of the H.O. Hirt Trusts which control a majority of our voting stock. In addition, she individually directly controls a significant shareholding interest in the Company.

Independent Directors

Our board of directors has determined that each of the following directors and director nominees satisfies the definition of an “independent director” as set forth in the rules promulgated by Nasdaq:

Eugene C. Connell

Jonathan Hirt Hagen

Thomas W. Palmer

Salvatore Correnti

Thomas B. Hagen

Elizabeth Hirt Vorsheck

LuAnn Datesh

C. Scott Hartz

William D. Edwards

Brian A. Hudson, Sr.

George R. Lucore, who passed away on February 28, 2026, was also considered an independent director. Director J. Ralph Borneman, Jr. does not satisfy the Nasdaq definition of an independent director since he is an owner and executive officer of an insurance agency that receives commission payments from the Company. See Related Person Transactions.

Required Vote

Cumulative voting rights do not exist with respect to the election of directors. A director nominee shall only be elected if the total votes cast by the voting shareholders for the election of such director nominee represents a majority of the Class B shares outstanding and entitled to vote at our annual meeting. An abstention will count as a vote against the proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE CANDIDATES FOR DIRECTOR NOMINATED BY OUR NOMINATING COMMITTEE.

Compensation Discussion and Analysis

The Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and the decisions the compensation committee of the board of directors has made pursuant to those programs. SEC regulations require disclosure of information about the compensation of our named executive officers, or “NEOs.” This includes our CEO, our CFO, and the next three most highly compensated officers of the Company. The following discussion focuses on the compensation of our NEOs for 2025, identified in the table below.

2025 Named Executive Officers

Principal executive officer

Timothy G. NeCastro

President and Chief Executive Officer

Principal financial officer

Julie M. Pelkowski

Executive Vice President and Chief Financial Officer

Next three most highly compensated officers

Brian W. Bolash

Executive Vice President, Secretary and General Counsel

Douglas E. Smith

Executive Vice President, Sales and Products

Parthasarathy Srinivasa

Executive Vice President and Chief Information Officer

The Summary Compensation Table and supplemental tables thereunder report compensation calculated for our NEOs in accordance with the rules and regulations of the SEC.

Executive Summary

Our executive compensation program is developed and monitored by our compensation committee. The program is designed to support sustainable long-term value for our enterprise through a combination of fixed and variable compensation. Base salary is established after consideration of external competitiveness and the level of experience of each executive. Variable compensation is based on a “pay-for-performance” philosophy and tied to our corporate strategy. Current year performance is recognized by our Annual Incentive Plan, or “AIP.” Longer-term performance is measured over a three-year period under our Long Term Incentive Plan, or “LTIP.”

Our AIP utilizes goals that are based on operational results, or “company performance measures,” and individual accomplishments, or “individual performance goals.” For our 2025 AIP, company performance measures included the Property and Casualty Group’s: (i) growth in direct written premium, or “DWP;” (ii) growth in policies in force, or “PIF;” and (iii) statutory combined ratio. For 2025, our results were as follows:

AIP Company Performance Measures(1)

2025 Target

2025 Year End Result

Payout (as a

% of Target)

% Increase in Direct Written Premium

12.9%

8.4%

0.0%

% Increase in Policies in Force

2.5%

(2.1)%

0.0%

Statutory Combined Ratio

102.9%

104.9%

0.0%

OVERALL COMPANY PERFORMANCE(2)

0.0%

Weightings for company performance measures: Direct Written Premium (25%), Policies in Force (15%), Statutory Combined Ratio (60%)

The Board of Directors exercised its discretion to apply an overall company performance outcome of 50 percent of target for both the AIP and broad-based employee annual incentive plans for participants whose results would otherwise have fallen below 50 percent of target.

The LTIP provides for grants of time-vesting awards and performance-vesting awards. The time-vesting awards represent 25 percent of each grant under the LTIP and are not tied to company or peer group performance. Time-vesting awards can take the form of restricted shares, restricted share units and/or phantom stock and include the payment of dividends or dividend equivalents. The remaining 75 percent of each grant under the LTIP is a performance-vesting award and can take the form of restricted performance shares, performance units and/or phantom performance stock. This portion of each LTIP award is designed to reward the participant based upon

our performance of company measures relative to an established peer group (see Long Term Incentive Plan below for the composition of the LTIP peer group). The company measures are DWP growth, statutory combined ratio and return on invested assets, or “ROIA.” Performance below that of the peer group results in a payout below target; performance equal to that of the peer group results in a payout at target; and performance better than the peer group results in a payout greater than target. To achieve a maximum payout, our three-year DWP growth must exceed the peer group results by 400 basis points; statutory combined ratio must be lower than the peer group results by 300 basis points; and our ROIA must exceed the peer group results by 175 basis points.

To date, we have information on 11 of the 12 measurement quarters for the 2023-2025 LTIP performance period and we expect overall performance relative to our peer group to be slightly higher than the 2022-2024 performance period, as illustrated below.

LTIP Measure

Performance Period

Property and Casualty Group Result

Peer Group Result

Basis Points Difference

Property and Casualty Group Performance vs. Avg

Peer Group Performance

Direct Written Premium

2022-2024

15.0%

10.2%

471.0

Outperformed

2023-2025*

14.7%

9.2%

548.0

Outperformed

Statutory Combined Ratio

2022-2024

114.9%

102.3%

1,258.7

Underperformed

2023-2025*

111.6%

97.7%

1,389.0

Underperformed

Return on Invested Assets

2022-2024

3.12%

3.57%

(44.7)

Underperformed

2023-2025*

6.16%

6.20%

(4.0)

Underperformed

* Results for the 2023-2025 performance period are projected.

Similar to the 2022-2024 performance period, we project our results to underperform those of our peers in combined ratio and ROIA for the 2023-2025 performance period. However, due to a modest improvement in our ROIA and our expectation that DWP growth will be better than the peer group, we are projecting the overall performance factor used to determine the payments to our NEOs under the LTIP to be slightly higher than the prior year.

External factors have significantly impacted the Property and Casualty Group’s combined ratio resulting in several years of combined ratio performance less favorable than that of the peer group. We are committed to incentivizing and rewarding our executives as we make progress with the combined ratio. In addition to incentivizing and rewarding performance, we are mindful of the effects of negative plan performance on our ability to retain talented leaders. In May 2023, the Committee approved awards under the Company’s Equity Compensation Plan to all LTIP participants. Each participant received three tranches of awards that coincide with LTIP performance periods starting in 2021, 2022 and 2023. The award for the 2023-2025 performance period vested on December 31, 2025. Due to allowable share limits prescribed in the Equity Compensation Plan, Mr. NeCastro was initially awarded grants relating to the 2021 and 2022 LTIP performance periods. He subsequently received an additional grant for the 2023 LTIP performance period in 2024.

These awards are conditional and only vest to the extent that the overall LTIP performance factor is below 50 percent. The awards are denominated in restricted stock units and paid, if at all, in cash.

Additional information regarding our financial results for the year ended December 31, 2025, is provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K filed with the SEC on February 23, 2026.

Results of Say-on-Pay and Frequency of Say-on-Pay Advisory Votes

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or “Dodd-Frank Act,” gives our Class B voting shareholders the right to approve, on a non-binding advisory basis, the compensation paid to our NEOs as disclosed in our information statement. At our 2023 Annual Meeting of Shareholders, our voting shareholders unanimously approved the compensation of the Company’s NEOs. After considering the results of the vote, our compensation committee determined that no material changes to our compensation programs were necessary.

Companies subject to the “say-on-pay” rules are required to hold a shareholder vote at least once every six calendar years to determine, on a non-binding advisory basis, the frequency of future say-on-pay votes – annually, biennially or triennially. In 2023, our Class B voting shareholders selected, on a non-binding advisory basis, “every three years” as the preferred frequency for having the opportunity to vote on the compensation of our NEOs. Accordingly, the next advisory vote on executive compensation will be held at our 2026 Annual Meeting. See Proposal 2 – Approval, on a Non-Binding Advisory Basis, of the Compensation of our Named Executive Officers.

Risk Management in Executive Compensation Plan Design

The compensation committee evaluates the risks associated with the annual and long-term incentive compensation programs for our executive and senior leaders as part of its comprehensive compensation risk assessment. This periodic evaluation is intended to minimize the risk that such programs will promote behavior that could negatively impact the value of the Company or the Exchange. The compensation committee aligns the performance measures used in these programs with our overall business strategy. See Board Oversight of Risk.

Based on the results of these periodic assessments, we conclude that our compensation programs do not create undue material risk to the Company. There have been no material changes to our incentive plans or risk-mitigating factors since our last assessment and we have not identified any new risks that would change this conclusion. Other tools used to manage executive compensation risk and promote effective governance are identified in the table below.

Measures Used to Mitigate Compensation Risk

Recoupment of Bonuses

Our policy on recoupment of officer bonuses allows us to recover bonuses paid under our AIP and LTIP under certain circumstances. See Policy on Recoupment of Officer Bonuses.

Committee Discretion

Our compensation committee has the discretion to reduce awards to any individual participant in the incentive plans.

Peer Group Comparison(1)

The compensation committee compares our property and casualty insurance results to a peer group of companies in our LTIP. The committee closely monitors our results and those of our peers during each three-year performance period to determine whether we are performing above or below the industry and the impact on plan performance.

AIP Funding Qualifier

Company financial results are considered before making payments to individuals to ensure payouts are not made if the Company is underperforming.

Multiple Performance Measures

Both the annual and long-term incentive plans use multiple goals, thereby diversifying the risk associated with any single measure of performance.

Maximum Payout Opportunity

We limit the amounts that may be earned under any award of performance-based compensation.

Policy for Minimum Stock Ownership Levels

We believe that requiring executives to hold shares of our stock for an extended period of time discourages them from taking risks for short-term or immediate gain. See Policy for Minimum Stock Ownership Levels.

Plan Governance

All of our incentive plans have written plan documents. Depending on the plan, amendments require approval of the board, the compensation committee, and/ or our Human Resources Division.

Anti-Hedging Policy

This policy prohibits directors and officers of the Company who are subject to the Policy for Minimum Stock Ownership Levels, as well as their spouses and other individuals residing in the same household, from engaging in transactions that are designed to offset a decrease in the market value of company stock.

(1) We use two peer groups in our executive compensation program. The LTIP peer group, against which our long-term performance is measured, comprises a significant share of the industry’s property and casualty premium and our compensation committee believes that this group is representative of our competition. Our executive compensation benchmarking peer group is composed of companies we consider to be competitors for policyholders and employees, and similar to us in terms of lines of business, net premiums written and/or asset size.

Executive Compensation Philosophy and Structure

The goal of our executive compensation program is to attract, motivate, retain and reward executives in a fiscally responsible manner that balances the interests of our shareholders with those of the policyholders of the Exchange. To achieve this objective, we design executive compensation programs that reward and incentivize exceptional performance relative to the industry. We provide a mix of fixed and variable compensation that is intended to motivate our executives to achieve short- and long-term objectives that build sustainable long-term value. We achieve these objectives by providing the elements of executive compensation identified in the table below.

Components of our Executive Compensation Program

Base Salary

Base Salary represents a fixed level of cash compensation for the executive’s competencies and the regular duties they perform in their role. Base salaries are linked to other compensation elements, including target award opportunities for short-and long-term incentive plans and retirement benefits.

AIP

A performance-based annual incentive program that provides each executive an opportunity to earn a cash award based on the achievement of pre-determined goals or other performance objectives over a one-year period.

LTIP

A long-term incentive program that provides grants of time-vesting awards and performance-vesting awards. The time-vesting awards are not tied to company or peer group performance and include the payment of dividends or dividend equivalents. Performance-vesting awards provide an opportunity for each executive to earn an award based on the achievement of performance objectives over a three-year period. Performance is measured against a pre-defined peer group.

Equity Compensation Plan

Equity-based incentive awards provided to attract and retain key employees capable of having a significant impact on the performance of the Company.

Benefits

Benefits that include an unfunded, non-qualified supplemental employee retirement plan, or “SERP,” that enables eligible participants to earn benefits in excess of those that can be earned under our tax-qualified defined benefit pension plan, or “pension plan,” and an unfunded, non-qualified deferred compensation arrangement, or “deferred compensation plan,” that enables eligible participants to defer receipt of all or part of their base salary and/ or AIP award to a later date. We offer an unfunded, non-qualified incentive compensation deferral plan that enables eligible participants to defer receipt of all or part of their AIP and/or LTIP award; amounts deferred are credited to a deferred stock account, denominated in shares of our Class A common stock. We provide the following matching contributions in our 401(k) plan: 100 percent of the first three percent of pay contributed by the employee, and 50 percent of the next two percent of employee contributions.

Executive Compensation Principles

Our executive compensation program includes industry best practices.

Pay for Performance. A significant percentage of total target direct compensation is pay at-risk and connected to performance.

Link Performance Measures and Strategic Objectives. Performance measures for incentive compensation are linked to operating priorities.

Consult with Independent Compensation Advisor. The committee retains an independent consultant to review and advise on our executive compensation programs and practices.

Benchmark to Peers. We benchmark our executive compensation program and review the composition of the peer group annually.

Target Pay at the 50th Percentile of Peers. We target total direct compensation at the 50th percentile of our peers.

Limit the Maximum Payout Opportunity. We establish maximum amounts that may be earned under any award of performance-based compensation.

Require Minimum Levels of Stock Ownership. We require executives to hold shares of our stock for an extended period of time because we believe it discourages them from taking risks for short-term or immediate gain.

Recoup Compensation Under Certain Circumstances. Awards made to executives are subject to recoupment in specified situations.

✗ No Accelerated Vesting of Performance Shares. Our LTIP does not provide for accelerated vesting of performance shares in the event of a termination of employment, other than for retirement, death, or disability.

✗ No Excessive Perquisites. Our executives receive minimal perquisites and do not receive tax gross-ups, except for guest travel, residential home security, and personal use of the company aircraft.

✗ No Stock Options. We do not offer stock options or stock appreciation rights (SARs).

✗ No Employment Agreements. We do not have employment agreements with any of our executive officers.

Relationship Between Pay and Performance

Our variable pay compensation is tied to: (1) each executive’s individual performance and (2) the performance of the Company and the Exchange, thereby supporting our performance-based compensation philosophy. Because our executives have a greater ability to influence our performance and financial results through their decisions, the percentage of their total compensation comprised of variable pay increases with level of responsibility.

LTIP

49%

Base

Salary 23%

AIP

28%

LTIP

35%

Base

Salary 38%

AIP

27%

–

President & CEO Other NEOs

Variable compensation opportunities (long- and short-term incentive target awards) comprised approximately 77 percent of our CEO’s total target annual compensation in 2025, 49 percent of which was in the form of long-

term awards of which a portion, 37 percent, is tied to company performance. Variable compensation opportunities accounted for approximately 62 percent of our other NEOs’ total target annual compensation in 2025, 35 percent of which was in the form of long-term awards of which a portion, 26 percent, is tied to company performance. We believe that tying a meaningful portion of our NEOs’ target earnings opportunity to variable compensation, while providing competitive levels of base salary, strikes an appropriate balance between achievement of operational goals and the pay earned by our executives.

Setting Executive Compensation

Our compensation committee determines the compensation philosophy and policies for our executive officers, including our CEO and executive vice presidents. In doing so, it reviews the performance of each executive and establishes individual compensation levels. The committee considers the nature and extent of each executive’s skills, scope of responsibilities, performance and effectiveness in supporting our long-term goals. The committee engaged Aon, an independent consultant, to assist it with the development and setting of executive compensation for 2025. In preparing the 2025 benchmark and survey data, Aon utilized the following best practice methodologies:

Benchmark Positions

Competitive compensation levels for our executives were determined by matching each position to survey benchmark positions in the market.

Third-Party Compensation Data

Compensation data was obtained from published insurance industry and general industry sources and from third party consulting firms, including Mercer Consulting and Aon. Our existing compensation levels were analyzed and compared at the 50th percentile on a size-adjusted basis for similar positions.

Peer Group

Compensation data was obtained for a peer group of property and casualty companies. We consider these insurance companies to be our competitors for policyholders and employees, and similar to us in terms of lines of business, net premiums written and/or asset size.

No changes were made to the composition of the peer group used in our base salary analysis for 2025.

2025 Executive Compensation Benchmarking Peer Group

American Family Insurance Group Amica Mutual Insurance Group Auto Club Group

The Cincinnati Insurance Companies

CSAA Insurance Exchange COUNTRY Financial Farmers Insurance Group

The Hanover Insurance Group Property and Casualty Companies

Nationwide Insurance Sentry Insurance Group USAA Group

Westfield Insurance

In 2025, we paid Aon $39,164 for executive compensation consulting services. We also paid Aon $50,520 for compensation and benchmarking survey participation and $35,000 for non-executive compensation consulting services. Our compensation committee has reviewed these services and determined that they do not impair the independence of Aon.

Principal Components of Executive Compensation

The principal components of our executive compensation program are base salary and bonus opportunities under our AIP and LTIP. Each of these items is discussed below.

Base Salary

The committee set the 2025 base salaries of the NEOs, effective March 1, 2025. The adjustments were based on performance and/or market comparisons.

Name

2025 Annual Base Salary ($)

2024 Annual Base Salary ($)

Timothy G. NeCastro

1,400,000

1,250,000

Julie M. Pelkowski

560,000

525,000

Brian W. Bolash

530,000

490,000

Douglas E. Smith

540,000

517,000

Parthasarathy Srinivasa

615,000

575,000

Annual Incentive Plan

The 2025 AIP payouts for our NEOs were based on the attainment of company and individual performance goals established at the beginning of 2025. Our compensation committee believes that an appropriate balance of corporate and individual performance goals results in increased differentiation of rewards and improved line of sight among participants. Therefore, the weighting between company and individual performance goals is based on a NEO’s role within the organization. For each of our NEOs, company performance measures are weighted 80 percent and individual performance goals are weighted 20 percent of the overall target opportunity.

Once the targets, expressed as a percentage of base salary, were determined for the NEOs, our compensation committee, with support from our board of directors, established AIP performance measures intended to drive strong organizational performance. At the end of each year our board of directors and management review our historical results, operating goals, and industry estimates to identify those areas where performance-based incentives would have the greatest impact on achieving our strategic objectives in the following year.

The compensation committee then established a minimum, or “threshold,” a target and a maximum level of achievement for each company performance measure. The maximum award opportunity is intended to incent participants to exceed target performance to achieve a maximum payout. If the target for a performance measure is achieved, then the performance measure will be deemed to be earned at 100 percent. If the maximum result for a performance metric is achieved, then the performance measure will be deemed to be earned at 200 percent.

Results at or below threshold result in a zero payout, and achievement at levels between threshold and target and between target and maximum are determined via linear interpolation.

The company performance measures for the NEOs are shown in the table below.

2025 AIP Company Performance Measures

Company Performance Measures

Actual Result

Threshold

Target

Maximum

% Increase in Direct Written Premium(1)

8.4%

10.9%

12.9%

15.9%

% Increase in Policies in Force(2)

(2.1)%

1.4%

2.5%

3.6%

Statutory Combined Ratio(3)

104.9%

103.5%

102.9%

99.9%

The year-over-year percentage increase in the Property and Casualty Group’s DWP.

The year-over-year percentage increase in the Property and Casualty Group’s PIF.

The statutory combined ratio of the Property and Casualty Group measures the underwriting profitability of our property and casualty insurance business without consideration of investment earnings or federal income taxes.

The committee believes these company performance measures promote growth (measured by the increase in DWP and PIF) and reinforce a strong underwriting discipline (measured by the statutory combined ratio).

2025 AIP Individual Performance Goals

Each NEO was assigned individual performance goals related to their scope of responsibility. These goals account for 20 percent of each NEO’s AIP award and may be qualitative or quantitative in nature. Our compensation committee has determined that achievement of these individual goals would require substantial and sustained performance by the NEOs; however, we believe that disclosure of the specific goals could cause competitive harm. The individual performance goals aligned with our overall strategic initiatives and business priorities and all NEOs met or exceeded their individual performance goals.

2025 AIP Targets and Awards

The 2025 target, and level of achievement relative to target, for AIP awards earned appear in the table below. AIP bonuses were paid on March 13, 2026 and are shown in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

Name

AIP Target as a % of Base Salary

Achievement Relative to Threshold, Target or Maximum

Timothy G. NeCastro

120%

Below Target

Julie M. Pelkowski

70%

Below Target

Brian W. Bolash

70%

Below Target

Douglas E. Smith

70%

Below Target

Parthasarathy Srinivasa

70%

Below Target

We continued our use of a funding qualifier for the 2025 AIP. The compensation committee determined that it would be appropriate to first consider our overall financial results before making payments to individuals based on achievement of the specific performance goals set forth above. The funding qualifier is a company performance threshold that is based on our net income for the performance period excluding: (i) net realized and unrealized investment losses (gains); impairment losses (recoveries) on investments, (ii) impairments from intangibles and goodwill, (iii) (income) or loss from discontinued operations, (iv) loss on extinguishment of debt, (v) the cumulative effect of accounting changes or the effect of material changes in tax laws, (vi) acquisition and integration related costs and business divestiture related (gains) and losses, (vii) unusual or infrequently occurring items and special charges, (viii) asset impairments from real estate and long-lived assets, (ix) claims and litigation settlements not related to core operations, (x) restructuring charges, (xi) foreign currency transaction (gain) loss, (xii) equity in (earnings) losses of limited partnerships, and (xiii) provision for federal income taxes related to adjustments for items (i) through (xii) (“net operating income”). Use of net operating income as the measure for the funding qualifier gives appropriate consideration to the interests of both our shareholders and the participants in our AIP.

For an AIP payout to occur, 2025 net operating income, as defined above, had to exceed $483.75 million, which represents 75 percent of the Company’s forecasted net income for 2025. Our 2025 net operating income totaled

$638.60 million, thereby satisfying this requirement.

Long Term Incentive Plan

The purpose of our LTIP is to enhance our growth and profitability, and that of the Exchange, and to attract, motivate and reward executives. We accomplish this by providing longer-term rewards to executives who are capable of having a significant impact on performance. The LTIP provides for grants of time-vesting awards (25 percent of award) and performance-vesting awards (75 percent of award). The time-vesting awards are not tied to peer group performance, can take the form of Restricted Shares, Restricted Share Units and Phantom Stock and include the payment of dividends or dividend equivalents. Performance-vesting awards are based on the attainment of certain performance goals over three-year performance periods. Performance is measured and compared to an industry peer group selected by the compensation committee. Performance-vesting awards can be in the form of performance shares, performance units and/or phantom stock. Performance shares represent the right to receive shares of common stock or cash. Performance units and phantom stock awards are paid in cash.

For the 2025-2027 performance period, the time-vesting awards were made in phantom stock and will be paid in cash. The market value at vesting is determined by the average closing share price of our Class A common stock for the last 20 days of the performance period. The performance-vesting portion of the award was granted in performance units and will be paid in cash. The market value at vesting is based on performance and is paid out as a percentage of target. Previously this portion of the LTIP was awarded in phantom performance stock and the market value at vesting was determined by performance and the average closing share price of our Class A common stock for the last 20 days of the performance period. This change was made by the committee to improve the retention aspect of the LTIP and our overall executive compensation program.

The total number of performance shares authorized for awards under the LTIP is 1.5 million shares. No performance shares have been issued under the LTIP. Accordingly, 1.5 million shares of Class A common stock remain available for issuance under the LTIP. We purchase our Class A common stock in the open market to settle performance share awards; we do not issue new shares to settle stock awards.

LTIP Peer Group

The compensation committee believes the peer group below to be representative of the property and casualty industry, as it comprised 52 percent of the industry’s premiums in 2024.

2025-2027 LTIP Peer Group

Allstate Insurance Group American Family Insurance Group Amica Mutual Group

Auto Owners Insurance Group

The Cincinnati Insurance Companies Chubb INA Group

COUNTRY Financial

Farmers Insurance Group

Government Employees Insurance Group (GEICO)

Grange Mutual Casualty Pool Hartford Insurance Group

Liberty Mutual Insurance Companies

Nationwide Insurance Progressive Insurance Group State Farm Group

Travelers Group USAA Group Westfield Group

LTIP Targets

The table below shows LTIP targets expressed as a percentage of base salary.

Name

LTIP Target as a % of Base Salary

Timothy G. NeCastro

215%

Julie M. Pelkowski

90%

Brian W. Bolash

90%

Douglas E. Smith

90%

Parthasarathy Srinivasa

90%

The target number of shares for each participant was calculated by dividing the dollar amount of their target LTIP award by $397.61, the average closing share price of our Class A common stock for the first 20 trading days of the performance period. Opportunities under the 2023 LTIP range from 0 to 250 percent of target. Opportunities under the 2024 and 2025 LTIP range from 0 to 200 percent of target.

LTIP Performance Measures & Weightings

The company performance measures for the 2023 LTIP and performance-vesting portions of the 2024 and 2025 LTIPs are DWP (weighted 40 percent), statutory combined ratio (weighted 40 percent) and ROIA (weighted

20 percent). Given the nature of our business, underwriting profitability and return on investments are important to long-term financial strength. The Property and Casualty Group’s DWP growth is also important to our financial results as it is the primary driver of the management fee revenue we earn from the Exchange.

The 2023-2025 performance period is closed. The payout, pending approval from our compensation committee, will be made later in 2026 since computations require peer group data that is not yet available. To date, for this performance period, we have information on 11 of the 12 measurement quarters and expect the performance factor to be approximately 34 percent.

Equity Compensation Plan

External factors have significantly impacted the Property and Casualty Group’s combined ratio, one of three company performance measures in the LTIP, resulting in several years of combined ratio performance worse than the peer group. We are committed to incentivizing and rewarding our executives; however, we are also mindful of the effects of negative plan performance on our ability to retain talented leaders. In May 2023, the compensation committee approved awards under the Company’s Equity Compensation Plan to all LTIP participants. Each participant received three tranches of awards that coincide with LTIP performance periods starting in 2021, 2022 and 2023. The award for the 2021-2023 performance period vested on December 31, 2023. The award for the 2022-2024 performance period vested on December 31, 2024, and the award for the 2023-2025 performance period vested on December 31, 2025. These awards are conditional and only vest to the extent that the overall LTIP performance factor is below 50 percent. The awards are denominated in restricted stock units and paid in cash.

The number of restricted stock units awarded for each performance period was calculated by multiplying the target LTIP award previously granted for each performance period by 50 percent (see Long Term Incentive Plan). Since the performance factor for the 2023-2025 performance period is projected to be below 50 percent, we anticipate the Equity Compensation Plan awards will constitute approximately 16 percent of the final award.

Due to limitations in the Equity Compensation Plan on the number of shares that can be awarded to one individual in any calendar year, the third tranche of Mr. NeCastro’s award, applicable to the 2023 LTIP, was granted in 2024. See the Summary Compensation Table for additional information.

Retirement Benefits and Perquisites

We believe retirement benefits are an important part of a competitive reward opportunity that enables us to attract and retain talented leaders. We also offer our executives a limited number of perquisites. We consider a benefit to be a perquisite or personal benefit unless its purpose is clearly and exclusively business-related. We determine the value of perquisites based on their incremental cost to us.

Pension Plan

SERP(1)

Provided to executive officers, senior vice presidents and other select officers of the Company

Encourages retention and long service careers

Deferred Compensation Plan

Provided to executive officers, senior vice presidents and other select officers of the Company

Unfunded, non-qualified; deferral of salary and/or AIP payout

Incentive Compensation Deferral Plan

Provided to executive officers, senior vice presidents and other select officers of the Company

Unfunded, non-qualified; deferral of AIP and/or LTIP payouts

Perquisites

O Business club memberships

O Airline club memberships as needed

O Financial counseling

O Officer physicals

O Accidental death benefits

O Guest travel

O Residential home security

O Enhanced executive protection services(2)

O Personal use of company aircraft

O Tax gross-ups for residential home security, guest and personal use of company aircraft(3)

In response to those provisions of the Internal Revenue Code of 1986, or the “Code,” that limit the maximum annual pension award that can be paid to any eligible employee, we provide a SERP to our NEOs. As illustrated in the Pension Benefits table, an older NEO can produce a significantly higher present value compared to a younger, more highly paid NEO. This result occurs primarily because the nearer a NEO is to normal retirement age, the shorter the discount period used in calculating the present value of the benefits. In addition, amounts in the Pension Benefits table may increase or decrease from year to year. This is the result of discount rates used in the calculations. See Executive Compensation – Pension Plan.

Given the Company’s visibility, operational scope, and documented role-based threat environment, our board of directors has authorized a comprehensive security program for the CEO and board chair in response to specific, credible threats arising from their positions. We may also provide physical security services in response to verified threats to other NEOs from time to time. While we view these services as necessary and appropriate business expenses, we have reported the incremental costs of these services in the “Other” column in the Supplemental Table for All Other Compensation” because these measures may be deemed to convey a personal benefit to Mr. NeCastro. We have reported the incremental cost of the services provided to the board chair in the Director Compensation Table.

Residential home security and personal use of company aircraft are not taxable income for Mr. NeCastro and, therefore, no gross up is provided on these perquisites.

Policy on Recoupment of Officer Bonuses

We have a clawback policy that requires the reimbursement of all or a portion of any incentive-based bonus paid to any officer where: (i) the payment was erroneously awarded based on an accounting error resulting in restatement of the company’s financial results, and (ii) a lower payment would have been made to the officer based upon the restated financial results. In each such instance the Company will, to the extent practicable, seek to recover the amount by which the officer’s bonus for the relevant period exceeded the lower payment that would have been made based on the restated financial results. Our policy provides that we will not seek to recover bonuses paid more than three years prior to the date on which our board of directors was made aware of the need to restate our financial statements.

We may, to the extent permitted by law and in our discretion, seek to recoup incentive compensation paid to an officer where the officer’s employment with the Company was terminated for cause either prior to the payment of the bonus or within six months thereafter.

Policy for Minimum Stock Ownership Levels

Our Policy for Minimum Stock Ownership Levels is designed to (i) promote greater alignment between management and the interests of our shareholders through ownership of Company stock, and (ii) achieve a stronger correlation to market-prevalent stock ownership practices of public companies. The policy requires our executive and senior officers to acquire and hold Erie Indemnity Company stock with a market value equal to a specific multiple of their base salary. Once they reach their ownership goal, and for as long as they remain subject to the policy, they must maintain ownership of at least the number of shares that were used in the calculation to determine that they satisfied their ownership requirement. Shares owned outright, shares held in our 401(k) savings plan and share credits issued under the Incentive Compensation Deferral Plan all count toward the ownership requirement.

Officers who are covered by the policy must achieve their minimum ownership level by the tenth anniversary of becoming a covered officer. If a covered officer is appointed to a position with a higher minimum ownership requirement, the difference between the two levels must be achieved by the tenth anniversary of the new appointment. Compliance with the policy, any waiver of compliance, and consequences for failure to comply are all within the discretion of the compensation committee.

The policy further provides that, once a covered officer owns or is credited with enough shares to satisfy their minimum ownership requirement, they are not required to acquire additional shares in the event of a decline in stock price or increase in base salary. The dollar value of the minimum stock ownership requirement does not increase unless the covered officer is promoted to a position that has a higher ownership requirement.

The following table shows the required stock ownership levels and the share ownership of our NEOs as of December 31, 2025:

Name

Target Ownership Level

# of Shares Owned at 12/31/2025

Met Target

Timothy G. NeCastro

4x base salary

24,636

Yes

Julie M. Pelkowski

3x base salary

2,439

Brian W. Bolash

3x base salary

3,569

Yes

Douglas E. Smith

3x base salary

5,159

Yes

Parthasarathy Srinivasa

3x base salary

1,301

Erie Indemnity : 2026 Information Statement

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