The PNC Financial Services Group, Inc. (PNC) SC 13G/A ERIE INDEMNITY / PNC FINANCIAL SERVICES ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 16)

Erie Indemnity Company

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

29530P102

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

CUSIP No. 29530P102 Page 2 of 6 Pages

1)	Names of Reporting Persons  IRS Identification No. Of Above Persons  The PNC Financial Services Group, Inc. 25-1435979
2)	Check the Appropriate Box if a Member of a Group (See Instructions)  a) ☐  b) ☐
3)	SEC USE ONLY
4)	Citizenship or Place of Organization  Pennsylvania

Number of Shares  Beneficially  Owned By Each Reporting Person With	5)	Sole Voting Power  5,773,182
	6)	Shared Voting Power  -0-
	7)	Sole Dispositive Power  4, 905,547
	8)	Shared Dispositive Power  2,673

9)	Aggregate Amount Beneficially Owned by Each Reporting Person  5,773,182
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions  ☐
11)	Percent of Class Represented by Amount in Row (9)  12.50
12)	Type of Reporting Person (See Instructions)  HC

CUSIP No. 29530P102 Page 3 of 6 Pages

1)	Names of Reporting Persons  IRS Identification No. Of Above Persons  PNC Bank, National Association 22-1146430
2)	Check the Appropriate Box if a Member of a Group (See Instructions)  a) ☐  b) ☐
3)	SEC USE ONLY
4)	Citizenship or Place of Organization  United States

Number of Shares  Beneficially  Owned By Each Reporting Person With	5)	Sole Voting Power  5,773,182
	6)	Shared Voting Power  -0-
	7)	Sole Dispositive Power  4, 905,547
	8)	Shared Dispositive Power  2,673

9)	Aggregate Amount Beneficially Owned by Each Reporting Person  5,773,182
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions  ☐
11)	Percent of Class Represented by Amount in Row (9)  12.50
12)	Type of Reporting Person (See Instructions)  BK

Page 4 of 6 Pages

ITEM 1(a)	-	NAME OF ISSUER:
Erie Indemnity Company

ITEM 1(b)	-	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
100 Erie Insurance Place Erie, Pennsylvania 16530

ITEM 2(a)	-	NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; and PNC Bank, National Association

ITEM 2(b)	-	ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. – 300 Fifth Avenue, Pittsburgh, PA 15222-2401 PNC Bank, National Association – 300 Fifth Avenue, Pittsburgh, PA 15222-2401

ITEM 2(c)	-	CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania PNC Bank, National Association - United States

ITEM 2(d)	-	TITLE OF CLASS OF SECURITIES:
Class A Common

ITEM 2(e)	-	CUSIP NUMBER:
29530P102

ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☒	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☒	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Page 5 of 6 Pages

ITEM 4 - OWNERSHIP:

The following information is as of September 30, 2024:

(a)   Amount Beneficially Owned:		5,773,182 shares
(b)   Percent of Class:		12.50
(c)   Number of shares to which such person has:
	(i) sole power to vote or to direct the vote	5,773,182
	(ii)  shared power to vote or to direct the vote	-0-
	(iii)  sole power to dispose or to direct the disposition of	4,905,547
	(iv) shared power to dispose or to direct the disposition of	2,673

The total shares reported herein are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients. PNC Bank, National Association (“PNC Bank”) is the trustee on a particular trust account (Frank William Hirt Trust) holding at year end 2,616,000 shares of the Class A Common Stock reported herein (5.66% of the class). The trustee may be deemed to have sole voting authority and sole dispositive power with respect to the shares in that trust account.

The inclusion of the reporting persons and such securities in this report shall not be deemed an admission of beneficial ownership by the reporting persons for the purposes of Section 13(d) or 13(g) of the Act, or for any other purposes.

ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

PNC Bank, as trustee has the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock held by the trust noted in Item 4 above. The beneficiaries of the trust have the right to receive dividends from the Class A common stock in their trust accounts.

ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:

PNC Bank, National Association - BK

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

Page 6 of 6 Pages

ITEM 10 - CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 14, 2024
Date
By:	/s/ Gregory H. Kozich
Signature - The PNC Financial Services Group, Inc.
Gregory H. Kozich, Senior Vice President & Controller
Name & Title
November 14, 2024
Date
By:	/s/ Gregory H. Kozich
Signature - PNC Bank, National Association
Gregory H. Kozich, Executive Vice President & Controller
Name & Title

AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED