prch-20260417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


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o			Filed by a Party other than the Registrant
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under § 240.14a-12

Porch Group, Inc.


(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

June 10, 2026 ‖ Virtual Meeting at 10:00 a.m. Pacific Time ‖ www.virtualshareholdermeeting.com/PRCH2026

This proxy statement and form of proxy are first being sent and made available to stockholders on or about April 17, 2026.

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"2025 was a defining year for Porch. We validated our transformed business model and demonstrated that our insurance services platform can deliver attractive economics with greater discipline and predictability. The formation of the Porch Reciprocal Exchange (the “Reciprocal”) and our commission and fee based operating model have meaningfully reduced volatility while preserving our ability to participate in long term value creation. Now, in 2026, it is time to demonstrate rapid, profitable, and sustainable growth of insurance premium and Porch revenue which we are poised to deliver." Matt Ehrlichman Chairman, Founder, and Chief Executive Officer
						April 17, 2026

Dear Porch Group Shareholders,

On behalf of the Board of Directors and the Porch team, thank you for your continued support and engagement. We invite you to participate in our 2026 Annual Meeting of Shareholders, to be held virtually on Wednesday, June 10, 2026, at 10:00 a.m. Pacific Time. You will be asked to vote on several important matters, and your vote is important regardless of whether you attend the meeting. If you are unable, I urge you to vote in advance by using one of the methods outlined in the notice immediately following this letter.

2025 was a defining year for Porch. We validated our transformed business model and demonstrated that our insurance services platform can deliver attractive economics with greater discipline and predictability. The formation of the Porch Reciprocal Exchange and our commission and fee based operating model have meaningfully reduced volatility while preserving our ability to participate in long term value creation.  Now, in 2026, it is time to demonstrate rapid, profitable, and sustainable growth of insurance premium and Porch revenue which we are poised to deliver.

For full-year 2025, we delivered Total Revenue of $482.4 million, Gross Profit of $340.0 million, GAAP net income of $15.3 million (vs. a GAAP net loss of $(32.8) million in 2024), and Adjusted EBITDA1 of $76.6 million which was an 11x increase from 2024. We also generated $65.4 million of Porch Shareholder Interest Cash Flow from Operations.1

That progress reflects a multi-year transformation. Over the past several years, we simplified our structure, prioritized higher quality revenue, and focused on capital efficiency. We also continued to invest in the software, data, and services that differentiate Porch and support advantaged underwriting and customer acquisition. Importantly, these assets provide durability through market cycles.

We enter 2026 focused on scaling rapidly, but responsibly to create long-term value for our shareholders. In 2025, we strengthened the Reciprocal’s capital position and built momentum in key leading indicators, including agency activation and quote activity. Our priorities in 2026 are to accelerate premium and revenue growth while maintaining underwriting discipline, continue improving predictability and cash generation, and invest in the operating capabilities that support long-term scale.

As you evaluate the proposals in this proxy statement, we encourage you to review the information throughout the document, including our governance and compensation practices. For information regarding our previously issued outlook and related assumptions, please refer to our earnings releases and other SEC filings.

If you have any questions or would like to get in touch regarding anything mentioned in this letter, you may reach us at ir@porch.com.

Onward!

Matt Ehrlichman

Porch Group Chairman, Founder, and Chief Executive Officer

1.Adjusted EBITDA and Porch Shareholder Interest Cash Flow from Operations are non-GAAP measures. See "Appendix A" of this proxy statement, entitled “Use of Non-GAAP Financial Measures,” for reconciliations to the most directly comparable GAAP measures. “Porch Shareholder Interest” includes the businesses Porch shareholders own: Insurance Services, Software & Data, and Consumer Services segments, along with corporate functions. It does not include the results of the Porch Reciprocal Exchange, which is owned by its policyholder-members and not by Porch.


ir.porchgroup.com

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Notice of 2026 Annual Meeting of Stockholders of Porch Group, Inc.

When

Wednesday. June 10, 2026

10:00 a.m. Pacific Time

Where

www.virtualshareholdermeeting.com/PRCH2026

Record Date

April 13, 2026

Agenda

1.Election of Directors: To elect the eight directors named in the proxy statement to serve one-year terms until the 2027 Annual Meeting and until a director's successor is duly elected and qualified, subject to a director's earlier termination of service.

2.Ratification of Auditors: To ratify the appointment of Grant Thornton LLP as our independent auditor for the fiscal year ending December 31, 2026.

3.Executive Compensation: To approve, on an advisory basis, the compensation of our named executive officers.

4.Employee Stock Purchase Plan: To approve and adopt the Porch Group, Inc. Employee Stock Purchase Plan.

5.Other Business: To transact any other business that properly comes before the meeting and any adjournment or postponement thereof.

Who May Attend: Stockholders of record at the close of business on April 13, 2026, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

How to Attend and Participate: The meeting will be held entirely online. To attend, vote, or submit questions, visit the meeting website and enter the 16-digit control number found on your proxy card or voting instruction form. A list of stockholders of record will also be available during the Annual Meeting on the meeting's website.

By order of the Board of Directors,

Meghan Silver

General Counsel and Secretary

How to Vote in Advance: Even if you plan to attend, we encourage you to vote as soon as possible using one of these methods. Voting in advance does not deprive you of your right to attend the Annual Meeting and to vote your shares electronically during the Annual Meeting. Proxies forwarded by or for banks, brokers, or other nominees should be returned as requested by them.



By Internet: Visit www.proxyvote.com with your proxy card in hand and follow the instructions on the web site.	By Telephone: Call 1-800-690-6903, have your control number available, and follow the instructions. Your control number can be found on your proxy card or voter instruction form.	By Mail: Mark, sign, and date your proxy card and return it in the postage-paid envelope provided or return it to: Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood NY 11717.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026 The notice of the Annual Meeting, proxy statement, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are first being sent and made available to stockholders on or about April 17, 2026 at www.proxyvote.com. The date of this proxy statement is April 17, 2026.


			2026 Proxy Statement

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General Information			1
Proxy Statement Summary			2
Our Governance and Compensation Highlights			5
Proposal 1: Election of the Directors			6
Our Board Nominees			7
Director Independence			11
Director Nominee Skills and Experience			12
Board Structure and Risk Oversight			13
Board Leadership Structure – Lead Independent Director			13
Board Committees and Role in Risk Oversight			14
Cybersecurity Risk Management			18
Environment, Social, and Governance Oversight			18
Meetings of the Board			19
Board Governance Policies and Practices			20
Corporate Governance Guidelines			20
Declassified Board			20
Plurality Plus Voting for Directors; Director Resignation Policy			20
Evaluations of the Board			20
No Director Over-Boarding			21
Code of Business Conduct and Ethics			21
Insider Trading Policy			21
Shareholder Engagement			21
Director Compensation			23
2025 Director Compensation Table			24
Proposal 2: Ratification of the Appointment of Grant Thornton LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026			25
Audit Fees and Audit Committee Report			26
Certain Relationships and Related Person Transactions			28
Executive Officers			29
Proposal 3: Approval of, on an Advisory (Non-Binding Basis), the Compensation of our Named Executive Officers			30
Compensation Discussion and Analysis			31
NEO Compensation Tables			45
2025 Summary Compensation Table			45
2025 Grants of Plan-Based Awards			46
Outstanding Equity Awards at 2025 Fiscal Year-End			48
2025 Options Exercised and Stock Vested			49
Pension Benefits			49
Nonqualified Deferred Compensation			49
Employment Agreements			49
Potential Payments Upon Termination or Change of Control			51
CEO Pay Ratio			52
Pay Versus Performance			53
Equity Compensation Plan Information			56


Proposal 4: Approval and Adoption of the Porch Group, Inc. Employee Stock Purchase Plan			57
Security Ownership of Certain Beneficial Owners and Management			62
Where You Can Find More Information			64
Questions and Answers			65
Appendix A: Use of Non-GAAP Financial Measures			70
Appendix B: Use of Key Performance Measures and Operating Metrics			73
Appendix C: Porch Group, Inc. Employee Stock Purchase Plan			74

Forward-Looking Statements

Certain statements in this proxy statement, including the letter to shareholders, may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, but not limited to, risks and uncertainties discussed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as those discussed in subsequent reports filed with the Securities and Exchange Commission, all of which are available on the SEC’s website at www.sec.gov. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, results of operations, financial targets, or guidance are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” or similar expressions. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management at the time they are made, are inherently uncertain. Nothing in the shareholder letter or proxy statement should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake any duty to update these forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as may be required by law.

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General Information

This proxy statement is furnished to stockholders of Porch Group, Inc., a Delaware corporation, together with its consolidated subsidiaries, ("Porch Group", "Porch", the “Company”, "we", "our", "us"), in connection with the solicitation of proxies by the board of directors of the Company (the “Board”) for use at our 2026 Annual Meeting of Stockholders to be held on June 10, 2026 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 10:00 a.m. Pacific Time as a virtual meeting held entirely online.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Form 10-K”) available to our stockholders electronically via the Internet at www.proxyvote.com. We believe that internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. On or about April 17, 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement, Form 10-K, and vote over the Internet or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

The Annual Meeting will be held entirely online via live video webcast to allow for greater participation by all of our stockholders, regardless of their geographic location. To attend the Annual Meeting, vote, and submit your questions during the Annual Meeting, go to www.virtualshareholdermeeting.com/PRCH2026. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com and by the other methods described in this proxy statement. Our virtual format leverages the latest technology to provide expanded access, improved communication, and cost savings for our stockholders, while providing our stockholders with the same rights and opportunities as they would have at an in-person meeting.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/PRCH2026. You will log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instructions form.


ir.porchgroup.com			1

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Proxy Statement Summary


This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. Please read carefully the entire proxy statement and Form 10-K before voting.

About the Annual Meeting

Date and Time

Place

Record Date

June 10, 2026, at

10:00 a.m. Pacific Time

Virtual Meeting Site:

www.virtualshareholdermeeting.com/PRCH2026

You can vote if you were a stockholder of record as of the close of business on April 13, 2026

If you plan to attend the virtual meeting, please be sure to have available your 16-digit control number found on your proxy card or voter instruction form. For beneficial holders who do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting. If you lose your 16-digit control number or are not a stockholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/PRCH2026 and registering as a guest. Please note that if you enter the meeting as a guest, you will not be able to vote your shares, submit questions, or access the list of stockholders as of the record date during the meeting.

Proposals and Voting Recommendations


	Recommendation	Page
PROPOSAL 1: ELECTION OF DIRECTORS Election of the eight directors named in this proxy statement, each to serve until the 2027 annual meeting of stockholders and until a director's successor is duly elected and qualified, subject to a director's earlier resignation, removal, or other termination of service.	FOR each Director Nominee	6
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR	25
PROPOSAL 3: SAY ON PAY Advisory (non-binding) vote to approve named executive officer compensation.	FOR	30
P ROPO SAL 4: PORCH GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN Approval and adoption of the Porch Group, Inc. Employee Stock Purchase Plan.	FOR	57

Ways to Vote




By Internet: Visit www.proxyvote.com with your proxy card in hand and follow the instructions on the web site.	At the Meeting: Go to www.virtualshareholdermeeting.com/PRCH2026 and follow the voting instructions.	By Telephone: Call 1-800-690-6903, have your control number available, and follow the instructions. Your control number can be found on your proxy card or voter instruction form.	By Mail: Mark, sign, and date your proxy card and return it in the postage-paid envelope provided or return it to: Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood NY 11717.


2			2026 Proxy Statement

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About Porch Group, Inc.

Porch Group is a new kind of homeowners insurance company — one designed to stand out in a massive and growing market of more than $100 billion. Our strategy is built on three differentiators that set us apart.

1. Advantaged Underwriting Through Proprietary Data

Leveraging unique property insights, we can assess risk with greater precision, enabling competitive pricing for low-risk customers and avoiding high-risk customers, while delivering superior underwriting performance.

2. Best Services for Homebuyers

We are committed to being the go-to partner during one of life’s most significant transitions—buying a home—by offering services that simplify moving and home setup.

3. More Protection

We combine homeowners insurance with home warranty, filling coverage gaps and reducing unexpected costs for consumers.

In January 2025, we completed the formation of Porch Reciprocal Exchange (the “Reciprocal”) and, as part of this process, sold our legacy homeowners insurance carrier, Homeowners of America (“HOA”), to the Reciprocal. Following the sale, HOA became a wholly owned subsidiary of the Reciprocal. Porch continues to manage and operate the Reciprocal, providing critical services such as underwriting, policy renewal, risk and portfolio management, financial oversight, and investment guideline setting. In return, Porch earns commissions and fees for these services.

Beyond insurance, Porch is a leader in the home software-as-a-service (“SaaS”) space, serving approximately 24 thousand companies for year ended December 31, 2025, across industries essential to the home-buying process — home inspectors, title companies, mortgage providers, and more. Our deep relationships and proprietary data give us unique visibility into approximately 90% of U.S. homebuyers and approximately 90% of U.S. homes, enabling superior risk assessment and competitive pricing.

Our mission is to be the best homeowners insurance partner for homebuyers, offering more than just coverage. Through the Porch app, we provide a full moving concierge service, helping customers with movin

SEC Form DEF 14A filed by Porch Group Inc.