As Filed With the Securities and Exchange Commission on February 28, 2025
Registration No. 333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________

FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_________________

Erie Indemnity Company
(Exact name of Registrant as specified in its charter)


    Pennsylvania    25-0466020
    (State of Incorporation)    (I.R.S. Employer Identification No.)

100 Erie Insurance Place
Erie, Pennsylvania 16530
(814) 870-2000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_________________

Erie Indemnity Company Deferred Stock plan for Outside Directors

(Full title of the plan)
_________________

Brian W. Bolash, Esq.
Executive Vice President, Corporate Secretary & General Counsel
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
814-870-2000
(Name, address, including zip code, and telephone number, including area code of agent for service)
_________________

Copies to:
Michael C. Donlon, Esq.
Bond, Schoeneck & King, PLLC
200 Delaware Avenue, Suite 900
Buffalo, New York 14202
(716) 416-7000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer☒Accelerated file☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act.    ☐




EXPLANATORY NOTE

This registration statement is being filed to register additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to a director benefit plan is effective. Specifically, this Form S-8 registers additional shares of the registrant’s Class A Common Stock, no par value (the “Common Stock”), for issuance under the Erie Indemnity Company Deferred Stock Plan for Outside Directors (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”). The Plan constituted a spin-off of the Deferred Stock Accounts from the Erie Indemnity Company Deferred Compensation Plan for Outside Directors (the “Deferred Compensation Plan”) and was generally effective as of July 29, 2015 and was amended and restated as of April 25, 2023. A previously filed Form S-8 (Reg. No. 333-148705) registered shares of Common Stock for issuance under the predecessor Deferred Compensation Plan, which remains effective for Common Stock to be issued under the Plan. Accordingly, pursuant to General Instruction E to Form S-8, this registration statement consists only of the facing page, this explanatory note, required consent and other exhibits, and the signature page. The contents of the above-referenced registration statement are incorporated by reference. The filing fee is being paid with respect to the additional securities only, as set forth in Exhibit 107 filed herewith.

The shares of Class A Common Stock to be issued pursuant to the Plan and registered hereunder will be purchased in the open market and will not increase the number of issued and outstanding shares of Class A Common Stock of the Registrant.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


[No opinion of counsel is being furnished because the securities being registered are not original issuance securities and the Plan is not subject to the requirements of ERISA.]




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Erie, Pennsylvania on February 28, 2025.


ERIE INDEMNITY COMPANY


By: /s/ Brian W. Bolash
Brian W. Bolash
Executive Vice President, Corporate Secretary & General Counsel


POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Brian W. Bolash or Julie M. Pelkowski his/her true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each such and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.




Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the foregoing Powers of Attorney have been signed by the following persons in the capacities indicated below on February 28, 2025.

SignatureTitle

/s/ Timothy G. NeCastro
Timothy G. NeCastro
President and Chief Executive Officer

/s/ Julie M. Pelkowski
Julie M. Pelkowski
Executive Vice President and Chief Financial Officer

/s/ Jorie L. Novacek
Jorie L. Novacek
Senior Vice President and Controller

/s/ J. Ralph Borneman, Jr.
J. Ralph Borneman, Jr.
Director

/s/ Eugene C. Connell
Eugene C. Connell
Director

/s/ Salvatore Correnti
Salvatore Correnti
Director

/s/ LuAnn Datesh
LuAnn Datesh
Director

/s/ Jonathan Hirt Hagen
Jonathan Hirt Hagen
Director

/s/ Thomas B. Hagen
Thomas B. Hagen
Director

/s/ C. Scott Hartz
C. Scott Hartz
Director

/s/ Brian A. Hudson, Sr.
Brian A. Hudson, Sr.
Director

/s/ George R. Lucore
George R. Lucore
Director

/s/ Thomas W. Palmer
Thomas W. Palmer
Director

/s/ Elizabeth Hirt Vorsheck
Elizabeth Hirt Vorsheck
Director



EX-FILING FEES0000922621FALSEErie Indemnity Companysharesiso4217:USDxbrli:pure00009226212025-02-282025-02-28000092262112025-02-282025-02-28
Exhibit 107
CALCULATION OF FILING FEE TABLE

Form S-8
(Form Type)

Erie Indemnity Company
(Exact name of Registrant as specified in its charter)


Table 1 - Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A Common StockRule 457(c) and Rule 457(h)50,000(2)$385.40 (3)$19,270,000 (3)
$153.10 per $1,000,000
$2,950.24 
Total Offering Amounts$19,270,000 $2,950.24 
Total Fee Offsets$— 
Net Fee Due$2,950.24 

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers an indeterminate number of additional shares that may be issued pursuant to the above-named plans as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.
(2)Represents additional shares of Class A common stock available for future issuance under the Erie Indemnity Company Deferred Stock Plan for Outside Directors (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”) or that may become issuable under the Plan pursuant to its terms.
(3)This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The maximum offering price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Stock Market on February 21, 2025, which date is within five business days prior to filing this registration statement.
(4)The Registrant does not have any fee offsets.



Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Erie Indemnity Company Deferred Stock Plan for Outside Directors of our reports dated February 27, 2025, with respect to the consolidated financial statements of Erie Indemnity Company and the effectiveness of internal control over financial reporting of Erie Indemnity Company included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Indianapolis, Indiana
February 28, 2025

v3.25.0.1
Submission
Feb. 28, 2025
Submission [Line Items]  
Central Index Key 0000922621
Registrant Name Erie Indemnity Company
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 28, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A Common Stock
Amount Registered | shares 50,000
Proposed Maximum Offering Price per Unit 385.40
Maximum Aggregate Offering Price $ 19,270,000
Fee Rate 0.01531%
Amount of Registration Fee $ 2,950.24
Offering Note
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers an indeterminate number of additional shares that may be issued pursuant to the above-named plans as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.
(2)Represents additional shares of Class A common stock available for future issuance under the Erie Indemnity Company Deferred Stock Plan for Outside Directors (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”) or that may become issuable under the Plan pursuant to its terms.
(3)This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The maximum offering price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Stock Market on February 21, 2025, which date is within five business days prior to filing this registration statement.
v3.25.0.1
Fees Summary
Feb. 28, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 19,270,000
Total Fee Amount 2,950.24
Total Offset Amount 0
Net Fee $ 2,950.24
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