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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):February 19, 2026

ERIE INDEMNITY COMPANY
(Exact name of registrant as specified in its charter)

Pennsylvania0-2400025-0466020
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

100 Erie Insurance Place,Erie,Pennsylvania16530
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:814870-2000

Not applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Class A common stock, stated value $0.0292 per shareERIENASDAQ Stock Market, LLC
(Title of each class)(Trading Symbol)(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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Item 2.02 Results of Operations and Financial Condition.

On February 23, 2026, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter and year ended December 31, 2025. Copies of the press release and financial information are attached hereto and are incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.

On February 24, 2026 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complementary to the press release announcing financial results for the quarter and year ended December 31, 2025.



Item 8.01 Other Events.

At its meeting on February 19, 2026, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:

Dividend Number: 383
Class A Rate Per Share: $1.4625
Declaration Date: February 19, 2026
Ex-Dividend Date: April 7, 2026
Record Date: April 7, 2026
Payable Date: April 21, 2026



Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release
Exhibit 99.2 Financial Information
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit Index

   
Exhibit No. Description
 
99.1 
99.2 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  Erie Indemnity Company
      
February 23, 2026 By: /s/ Julie M. Pelkowski
   Name: Julie M. Pelkowski
    Title: Executive Vice President & CFO
Exhibit 99.1
ex991image12312021a.gif

Erie Indemnity Reports Full Year and Fourth Quarter 2025 Results
Net Income per Diluted Share was $1.21 for the Quarter and $10.69 for the Year

Erie, Pa. - February 23, 2026 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the full year and quarter ending December 31, 2025. Net income was $559.3 million, or $10.69 per diluted share, in 2025, compared to $600.3 million, or $11.48 per diluted share, in 2024. Net income was $63.4 million, or $1.21 per diluted share, in the fourth quarter of 2025, compared to $152.0 million, or $2.91 per diluted share, in the fourth quarter of 2024. Net income was reduced by $80.6 million, or $1.54 per diluted share, in the fourth quarter and year ended December 31, 2025, reflecting the after-tax impact of a $100 million charitable contribution made to the Erie Insurance Foundation, a tax-exempt private charitable foundation formed in 2025 to create long-term sustainability for charitable contributions and grantmaking.
4Q and Full Year 2025
(in thousands)4Q'254Q'2420252024
Operating income$157,714 $167,310 $717,184 $676,455 
Investment income24,171 20,805 84,861 69,260 
Other income
464 3,693 8,558 11,564 
Contribution to charitable foundation(100,000)— (100,000)— 
Income before income taxes
82,349 191,808 710,603 757,279 
Income tax expense18,969 39,779 151,268 156,965 
Net income
$63,380 $152,029 $559,335 $600,314 

2025 Full Year Highlights
Operating income before taxes increased $40.7 million, or 6.0 percent, in 2025 compared to 2024.
◦Management fee revenue - policy issuance and renewal services increased $237.7 million, or 8.2 percent, in 2025 compared to 2024.
◦Management fee revenue - administrative services increased $5.7 million, or 8.3 percent in 2025 compared to 2024.
◦Cost of operations - policy issuance and renewal services
–Commissions – Commissions increased $175.6 million in 2025 compared to 2024, primarily driven by the growth in direct and affiliated assumed written premium and an increase in agent incentive compensation due to improved property and casualty underwriting profitability for the three-year period ended 2025 compared to the three-year period ended 2024.
–Non-commission expense increased $25.5 million in 2025 compared to 2024. Underwriting and policy processing expense increased $4.8 million primarily due to increased postage and personnel costs,
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partially offset by a decrease in underwriting report costs. Information technology costs increased $24.3 million primarily due to an increase in personnel costs and hardware and software costs. Customer service costs increased $3.5 million primarily due to increased credit card processing fees and personnel costs. Administrative and other costs decreased $7.1 million primarily due to decreased professional fees and personnel costs. Personnel costs 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.
◦The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $836.6 million in 2025 and $806.3 million in 2024, but had no net impact on operating income.

Income from investments before taxes totaled $84.9 million in 2025 compared to $69.3 million in 2024. Net investment income was $85.8 million in 2025 compared to $70.2 million in 2024. Net investment income included limited partnership earnings of $3.5 million in 2025 compared to $2.0 million in 2024. Net realized and unrealized gains on investments were $2.3 million in 2025 compared to $3.2 million in 2024. Net impairment losses recognized in earnings were $3.3 million in 2025 compared to $4.1 million in 2024.

4Q 2025 Highlights
Operating income before taxes decreased $9.6 million, or 5.7 percent, in the fourth quarter of 2025 compared to the fourth quarter of 2024.
◦Management fee revenue - policy issuance and renewal services increased $29.3 million, or 4.2 percent, in the fourth quarter of 2025 compared to the fourth quarter of 2024.
◦Management fee revenue - administrative services increased $2.1 million, or 12.0 percent in the fourth quarter of 2025 compared to the fourth quarter of 2024.
◦Cost of operations - policy issuance and renewal services
–Commissions increased $30.1 million in the fourth quarter of 2025 compared to the fourth quarter of 2024, primarily driven by the growth in direct and affiliated assumed written premium and an increase in agent incentive compensation due to improved property and casualty underwriting profitability for the three-year period ended 2025 compared to the three-year period ended 2024.
–Non-commission expense increased $10.4 million in the fourth quarter of 2025 compared to the fourth quarter of 2024. Underwriting and policy processing expense decreased $1.2 million primarily due to a decrease in underwriting report costs, partially offset by an increase in personnel costs. Information technology costs increased $4.5 million primarily due to an increase in personnel costs and hardware and software costs. Sales and advertising expense increased $1.4 million primarily due to increased costs from community development initiatives. Administrative and other costs increased $5.8 million primarily due to increased personnel costs, partially offset by decreased professional fees. Personnel costs in the fourth quarter of 2025 were impacted by increased incentive compensation compared to the fourth quarter of 2024. Increases in incentive plan costs were primarily driven by improved performance metrics in the fourth quarter of 2025 compared to the fourth quarter of 2024.
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◦The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $198.0 million in the fourth quarter of 2025 and $202.0 million in the fourth quarter of 2024, but had no net impact on operating income.

Income from investments before taxes totaled $24.2 million in the fourth quarter of 2025 compared to $20.8 million in the fourth quarter of 2024. Net investment income was $24.8 million in the fourth quarter of 2025 compared to $20.9 million in the fourth quarter of 2024. Net investment income included limited partnership earnings of $2.3 million in the fourth quarter of 2025 compared to $1.8 million in the fourth quarter of 2024. Net impairment losses recognized in earnings were $0.7 million in the fourth quarter of 2025 compared to $0.4 million in the fourth quarter of 2024.

Webcast Information
Indemnity has scheduled a pre-recorded audio broadcast on the Web for 10:00 AM ET on February 24, 2026.  Investors may access the pre-recorded audio broadcast by logging on to www.erieinsurance.com.

Erie Insurance Group
Erie Insurance Group, based in Erie, Pennsylvania, is the 11th largest homeowners insurer, 12th largest automobile insurer and 10th largest commercial lines insurer in the United States based on direct premiums written, according to AM Best Company. Founded in 1925, Erie Insurance is a Fortune 500 company and the 16th largest property/casualty insurer in the United States based on net premiums written. Rated A (Excellent) by AM Best, ERIE has more than 7 million policies in force and operates in 12 states and the District of Columbia.

News releases and more information are available on ERIE's website at www.erieinsurance.com.


***
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements contained herein that are not historical fact are forward-looking statements and, as such, are subject to risks and uncertainties that could cause actual events and results to differ, perhaps materially, from those discussed herein.  Forward-looking statements relate to future trends, events or results and include, without limitation, statements and assumptions on which such statements are based that are related to our plans, strategies, objectives, expectations, intentions, and adequacy of resources.  Examples of forward-looking statements are discussions relating to premium and investment income, expenses, operating results, and compliance with contractual and regulatory requirements.  Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  Among the risks and uncertainties, in addition to those set forth in our filings with the Securities and Exchange Commission, that could cause actual results and future events to differ from those set forth or contemplated in the forward-looking statements include the following:
•dependence upon our relationship with the Erie Insurance Exchange ("Exchange") and the management fee under the agreement with the subscribers at the Exchange;
•dependence upon our relationship with the Exchange and the growth of the Exchange, including:
◦general business and economic conditions;
◦factors impacting the timing of premium rates charged for policies;
◦factors affecting insurance industry competition, including technological innovations;
◦dependence upon the independent agency system; and
◦ability to maintain our brand, including our reputation for customer service;
•dependence upon our relationship with the Exchange and the financial condition of the Exchange, including:
◦the Exchange's ability to maintain acceptable financial strength ratings;
◦factors affecting the quality and liquidity of the Exchange's investment portfolio;
◦changes in government regulation of the insurance industry;
◦litigation and regulatory actions;
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◦emergence of significant unexpected events, including pandemics, economic or social inflation, and changes in tariff policies;
◦emerging claims and coverage issues in the industry; and
◦severe weather conditions or other catastrophic losses, including terrorism;
•costs of providing policy issuance and renewal services to the subscribers at the Exchange under the subscriber's agreement;
•ability to attract, develop, retain, and protect talented management and employees;
•ability to ensure system availability and effectively manage technology initiatives;
•difficulties with technology, data or network security breaches, including cyber attacks;
•ability to maintain uninterrupted business operations;
•compliance with complex and evolving laws and regulations and outcome of pending and potential litigation;
•factors affecting the quality and liquidity of our investment portfolio; and
•ability to meet liquidity needs and access capital.

A forward-looking statement speaks only as of the date on which it is made and reflects our analysis only as of that date.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.
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Exhibit 99.2

Erie Indemnity Company
Consolidated Statements of Operations
(dollars in thousands, except per share data)
Three months ended December 31,Twelve months ended December 31,
2025202420252024
(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services$727,629 $698,340 $3,131,806 $2,894,074 
Management fee revenue - administrative services19,286 17,216 74,058 68,355 
Administrative services reimbursement revenue198,028 201,987 836,639 806,336 
Service agreement revenue6,080 6,547 24,755 26,350 
Total operating revenue951,023 924,090 4,067,258 3,795,115 
Operating expenses
Cost of operations - policy issuance and renewal services595,281 554,793 2,513,435 2,312,324 
Cost of operations - administrative services198,028 201,987 836,639 806,336 
Total operating expenses793,309 756,780 3,350,074 3,118,660 
Operating income
157,714 167,310 717,184 676,455 
Investment income
Net investment income24,826 20,920 85,837 70,155 
Net realized and unrealized investment gains24 246 2,336 3,229 
Net impairment losses recognized in earnings(679)(361)(3,312)(4,124)
Total investment income
24,171 20,805 84,861 69,260 
Other income464 3,693 8,558 11,564 
Contribution to charitable foundation(100,000)— (100,000)— 
Income before income taxes82,349 191,808 710,603 757,279 
Income tax expense18,969 39,779 151,268 156,965 
Net income
$63,380 $152,029 $559,335 $600,314 
Net income per share
Class A common stock – basic$1.36 $3.26 $12.01 $12.89 
Class A common stock – diluted$1.21 $2.91 $10.69 $11.48 
Class B common stock – basic
$204 $490 $1,802 $1,934 
Class B common stock – diluted$204 $490 $1,801 $1,933 
Weighted average shares outstanding – Basic
Class A common stock46,189,058 46,189,060 46,189,024 46,189,044 
Class B common stock2,542 2,542 2,542 2,542 
Weighted average shares outstanding – Diluted
Class A common stock52,307,301 52,310,894 52,305,424 52,306,266 
Class B common stock2,542 2,542 2,542 2,542 
Dividends declared per share
Class A common stock$1.4625 $1.365 $5.5575 $5.19 
Class B common stock$219.375 $204.75 $833.625 $778.50 



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Erie Indemnity Company
Consolidated Statements of Financial Position
(in thousands)
December 31, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents (includes restricted cash of $30,189 and $23,559, respectively)
$345,874 $298,397 
Available-for-sale securities33,902 44,604 
Available-for-sale securities lent3,436 0 
Receivables from Erie Insurance Exchange and affiliates, net735,589 707,060 
Prepaid expenses and other current assets, net66,061 83,902 
Accrued investment income14,311 11,069 
Total current assets1,199,173 1,145,032 
Available-for-sale securities, net1,286,566 991,726 
Equity securities70,624 85,891 
Available-for-sale and equity securities lent61,063 7,285 
Fixed assets, net571,476 513,494 
Agent loans, net93,953 80,597 
Defined benefit pension plan24,137 21,311 
Other assets, net48,489 43,278 
Total assets$3,355,481 $2,888,614 
Liabilities and shareholders' equity
Current liabilities:
Commissions payable$425,320 $408,309 
Agent incentive compensation132,560 75,458 
Accounts payable and accrued liabilities200,701 190,028 
Dividends payable68,109 63,569 
Contract liability47,561 42,761 
Deferred executive compensation9,400 14,874 
Securities lending payable61,936 7,513 
Total current liabilities945,587 802,512 
Defined benefit pension plan33,410 28,070 
Contract liability23,274 21,170 
Deferred executive compensation22,050 19,721 
Deferred income taxes, net24,788 6,418 
Other long-term liabilities22,998 23,465 
Total liabilities1,072,107 901,356 
Shareholders' equity2,283,374 1,987,258 
Total liabilities and shareholders' equity$3,355,481 $2,888,614 


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