0000912282-26-000659.txt : 20260429 0000912282-26-000659.hdr.sgml : 20260429 20260429193310 ACCESSION NUMBER: 0000912282-26-000659 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Porch Group, Inc. CENTRAL INDEX KEY: 0001784535 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 842587663 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91226 FILM NUMBER: 26919127 BUSINESS ADDRESS: STREET 1: 411 1ST AVENUE S., SUITE 501 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (855) 767-2400 MAIL ADDRESS: STREET 1: 411 1ST AVENUE S., SUITE 501 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: PropTech Acquisition Corp DATE OF NAME CHANGE: 20190805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ehrlichman Matt CENTRAL INDEX KEY: 0001515184 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 411 1ST AVENUE S., SUITE 501 CITY: SEATTLE STATE: WA ZIP: 98104 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0000912282-26-000471 0001515184 XXXXXXXX LIVE 10 Common Stock, par value $0.0001 per share 04/29/2026 false 0001784535 733245104 Porch Group, Inc.
411 1st Avenue S., Suite 501 Seattle WA 98104
Matthew A. Ehrlichman 206-947-2472 411 1st Avenue S., Suite 501 Seattle WA 98104 0001515184 N Ehrlichman Matt PF X1 24997826 0 24997826 0 24997826 N 21.8 IN HC The numbers reported in Items 7, 9, and 11 include 22,254,891 shares of Common Stock beneficially owned by Mr. Ehrlichman (inclusive of vested PRSUs), options exercisable for 1,892,203 shares of Common Stock and 850,732 restricted stock units, none of which vest within 60 days. The percentage reported in Item 13 is calculated based on 110,302,946 shares outstanding as of April 29, 2026, plus 1,748,464 vested PRSUs, 1,892,203 options and 850,732 restricted stock units The number of Issuer shares outstanding excludes 18,312,208 shares held by Porch Reciprocal Exchange, an affiliate of the Issuer, which are considered treasury shares for GAAP accounting purposes and under Delaware law and are not considered outstanding for quorum and are not entitled to vote. Common Stock, par value $0.0001 per share Porch Group, Inc. 411 1st Avenue S., Suite 501 Seattle WA 98104 This Amendment No. 10 to Schedule 13D ("Amendment No. 10") relates to the shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Porch Group, Inc. (the "Issuer" or the "Company"). This Amendment No. 10 amends and supplements, as set forth below, the Schedule 13D filed by Mr. Ehrlichman on December 31, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed by Mr. Ehrlichman on February 16, 2022, Amendment No. 2, filed by Mr. Ehrlichman on March 21, 2022, Amendment No. 3 filed by Mr. Ehrlichman on May 17, 2022, Amendment No. 4 filed by Mr. Ehrlichman on November 23, 2022, Amendment No. 5 filed by Mr. Ehrlichman on April 18, 2023, Amendment No. 6 filed by Mr. Ehrlichman on September 11, 2023, Amendment No. 7 filed by Mr. Ehrlichman on September 29, 2023, Amendment No. 8 filed by Mr. Ehrlichman on August 8, 2025, and Amendment No. 9 filed by Mr. Ehrlichman on March 20, 2026 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. See Item 5(c) for a description of transactions. No transactions involved the payment of consideration (other than the provision of services). Other than as previously reported or reported below, Mr. Ehrlichman does not have any plan or proposal that would relate to or would results in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. The Issuer has adopted the sell-to-cover method as the sole means for plan participants to satisfy tax withholding obligations in connection with the settlement of equity awards. Accordingly, Mr. Ehrlichman anticipates that as his equity awards are settled, the Issuer will effect on his behalf certain sales-to-cover transactions, over which Mr. Ehrlichman will exercise no discretion. As of the date hereof, Mr. Ehrlichman may be deemed to beneficially own 24,997,826 shares of Common Stock, representing approximately 21.8% of the shares of Common Stock outstanding. Number of shares reported herein includes (i) 15,838,179 shares of Common Stock held directly by Mr. Ehrlichman (inclusive of vested PRSUs), (ii) 1,892,203 shares of Common Stock that are obtainable upon exercise of options granted to Mr. Ehrlichman by the Company, all of which are currently exercisable, (iii) 850,732 shares of Common Stock that are obtainable upon vesting and settlement of RSUs granted to Mr. Ehrlichman by the Company, none of which vest within 60 days, and (iv) 6,416,712 shares of Common Stock held by West Equities, LLC, over which Mr. Ehrlichman has sole voting and investment power. Mr. Ehrlichman's reported beneficial ownership excludes shares of Common Stock underlying 3,114,417 PRSUs granted to Mr. Ehrlichman, which will only be issued to Mr. Ehrlichman upon satisfaction of the following performance conditions: 1,562,017 PRSUs are subject to three performance goals (each weighted 33.3%): (i) Total Shareholder Return ("TSR") using a 60-trading day VWAP for Porch relative to a 60-trading day closing average for companies in the S&P SmallCap 600 Index over a three-year performance period ending December 31, 2026; (ii) Issuer's Adjusted EBITDA in 2026; and (iii) Issuer's Revenue in 2026. Achievement for each metric will be independently determined based on the achievement of threshold, target and maximum of 50%, 100% and 200%, respectively, of the target PRSUs, with linear interpolation in-between. 873,335 PRSUs are subject to three performance goals (each weighted 33.3%): (i) Relative Total Shareholder Return ("rTSR") over a performance period beginning on April 1, 2025 and ending on December 31, 2027; (ii) Adjusted EBITDA in the year ending December 31, 2027 compared to specified performance goals; and (iii) Revenue in the year ending December 31, 2027 compared to specified performance goals. The performance goals and actual results for the 2025 PRSUs may be further adjusted based on an objective adjustment policy approved by the Compensation Committee. The payout for each performance metric will be independently determined based on the achievement of threshold, target and maximum of 50%, 100% and 200%, respectively, of the target PRSUs, with linear interpolation in-between. For the rTSR PRSUs, no payout will be earned above 100% unless the Company achieves a positive absolute total stockholder return over the applicable performance period. The Adjusted EBITDA PRSUs and rTSR PRSUs have additional performance goals, with independently determined payouts for each metric at 350% and 500% of the target PRSUs, with no linear interpolation above the 200% payout. The PRSUs will vest as of the earlier of April 4, 2028 and the date that the PRSU achievement is determined by the Compensation Committee. The remaining 679,065 PRSUs are subject to three performance goals (each weighted 33.3%): (i) Relative Total Shareholder Return ("rTSR") over a performance period beginning on April 1, 2026 and ending on December 31, 2028; (ii) Adjusted EBITDA in the year ending December 31, 2028 compared to specified performance goals; and (iii) Revenue in the year ending December 31, 2028 compared to specified performance goals. The performance goals and actual results for the 2026 PRSUs may be further adjusted based on an objective adjustment policy approved by the Compensation Committee. The payout for each performance metric will be independently determined based on the achievement of threshold, target, and maximum of 50%, 100% and 200%, respectively, of the target PRSUs, with straight-line interpolation in-between. For the rTSR PRSUs, no payout will be earned above 100% unless the Company achieves a positive absolute total stockholder return over the applicable performance period. PRSUs shall vest as of the date the Compensation Committee certifies the achievement of the PRSU goals, which shall be the Determination Date, and the Holder must be in continuous service through the Determination Date to vest in the award. Please refer to the Company's prior disclosures for additional details on the PRSUs excluded from Mr. Ehrlichman's reported beneficial ownership. Exhibit 99.13 attached hereto and incorporated herein by reference sets forth all of Mr. Ehrlichman's transactions in Issuer's securities that have occurred since March 20, 2026. Other than as set forth herein, no transactions in the Issuer's securities have been effected by Mr. Ehrlichman during the past 60 days. Item 4 of this Amendment No. 10 is incorporated herein by reference. Exhibit 99.13 List of Mr. Ehrlichman's transactions since March 20, 2026 Ehrlichman Matt Matt Ehrlichman Matt Ehrlichman 04/29/2026 EX-99.13 2 exhibit.htm LIST OF TRANSACTION
_ iBlank Portrait.dotx Snyder, Leigh 3 5 2026-04-29T18:00:00Z 2026-04-29T23:16:00Z 3 698 3894 Dorsey & Whitney LLP 66 21 4571 16.00 Print false false false false EN-US X-NONE X-NONE 0 MicrosoftInternetExplorer4

Mr. Ehrlichman's transactions since March 20, 2026

Date

Securities Acquired (sold)

Price Per Share

Where and how effected

2026-04-01

26,394

N/A

RSU Vesting

2026-04-02

(6,988)

$6.9774 (1)

Sales on Nasdaq to cover withholding tax (3)

2026-04-04

72,778

N/A

RSU Vesting

2026-04-05

72,853

N/A

RSU Vesting

2026-04-05

65,084

N/A

RSU Vesting

2026-04-07

(71,167)

$7.1889 (2)

Sales on Nasdaq to cover withholding tax (3)

2026-04-07 (4)

3,496,948

N/A

PRSU Vesting

2026-04-07

71,474

N/A

Restricted Stock Grant with Immediate Vesting

2026-04-07

226,355

N/A

RSU Grant

2026-04-09

(121,293)

$7.1516 (5)

Sales on Nasdaq to cover withholding tax (3)

2026-04-14

(145,882)

$6.8422 (6)

Sales on Nasdaq to cover withholding tax (3)

2026-04-17

(113,862)

$7.8722 (7)

Sales on Nasdaq to cover withholding tax (3)

2026-04-21

(121,242)

$8.1156 (8)

Sales on Nasdaq to cover withholding tax (3)

2026-04-24

(123,518)

$7.6821 (9)

Sales on Nasdaq to cover withholding tax (3)

2026-04-28

(115,642)

$8.1104 (10)

Sales on Nasdaq to cover withholding tax (3)

 

(1)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.92 to $6.98 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(2)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.19 to $7.27 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(3)    The Issuer has adopted the sell-to-cover method as the sole means for plan participants to satisfy tax withholding obligations in connection with the settlement of equity awards. These sales were effected by the Issuer. Mr. Ehrlichman exercised no discretion over these sales.

(4)    These PRSUs vested as to 3,496,948 shares on April 7, 2026; however, settlement of the shares is expected to occur in 12 tranches: 11 tranches of 291,414 shares each and 1 tranche of 291,394 shares, between April 7, 2026 and May 21, 2026.

(5)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.80 to $7.77 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(6)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.61 to $7.06 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(7)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.56 to $8.25 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(8)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.92 to $8.48 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(9)    The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.41 to $8.15 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

(10)   The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.69 to $8.45 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.