[SCHEDULE 13D/A] Porch Group, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Matthew A. Ehrlichman reports beneficial ownership of 22,088,263 shares of Porch Group, Inc., representing approximately 20.6% of the outstanding common stock as reported. That total includes 12,753,531 shares held directly, 1,892,203 exercisable options, 1,025,817 restricted stock units (164,331 of which vest within 60 days), and 6,416,712 shares held by West Equities, LLC over which he has sole voting and investment power.

The filing discloses a Rule 10b5-1 trading plan established by Mr. Ehrlichman to sell up to 584,998 shares for tax planning purposes. The filing excludes 4,183,826 performance-based restricted stock units that will only be issued upon satisfaction of detailed multi-year performance metrics tied to share price, adjusted EBITDA and revenue, with payout ranges from 50% to 200% of target (and higher discretionary ceilings for certain awards). The report states Mr. Ehrlichman has no disclosed plans to pursue corporate transactions or governance changes.

Insights

TL;DR: Insider holds a large, aligned stake and adopted a limited Rule 10b5-1 sales plan; performance awards could materially alter ownership.

The reported 20.6% beneficial stake signals significant insider alignment with shareholders and provides meaningful influence over investor perception, though the filer disclaims any plans to change corporate control or strategy. The 10b5-1 plan is explicitly for tax planning and is limited to 584,998 shares, representing a small fraction of total holdings, which reduces near-term forced-selling risk. However, nearly 4.18 million performance-contingent PRSUs remain excluded from the current count and, if earned, would increase potential dilution and insider ownership. Overall, this is material information but not an immediate governance action.

TL;DR: Substantial insider ownership with complex incentive structure; no announced takeover intent but future vesting could change dynamics.

The filing details a layered award structure: exercisable options, RSUs, and multi-year PRSUs tied to absolute share price, TSR/rTSR and financial targets with specified threshold/target/maximum payout bands. Such performance-contingent awards align executive pay with long-term metrics but create contingent dilution that may affect voting and control dynamics if performance targets are met. The explicit statement that no plans exist to alter board composition or corporate structure tempers immediate governance concerns, but shareholders should note the potential for ownership and voting power to shift if performance awards vest.

08/08/2025 - 08:51 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Porch Group, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

733245104

(CUSIP Number)

Matthew A. Ehrlichman
411 1st Avenue S., Suite 501,
Seattle, WA, 98104
206-947-2472

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

733245104

Name of reporting person

Ehrlichman Matt

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 22,088,263.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,088,263.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

22,088,263.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

20.6 %

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The numbers reported in Items 7, 9, and 11 include 19,170,243 shares of Common Stock beneficially owned by Mr. Ehrlichman, options exerciseable for 1,892,203 shares of Common Stock, and 1,025,817 restricted stock units, 164,331 of which vest within 60 days. The percentage reported in Item 13 is calculated based on 104,268,887 shares outstanding as of August 1, 2025, plus 1,892,203 options and 1,025,817 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 or receive dividends.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Porch Group, Inc.

(c)

Address of Issuer's Principal Executive Offices:

411 1st Avenue S., Suite 501, Seattle, WASHINGTON , 98104.

Item 1 Comment:

This Amendment No. 8 to Schedule 13D ("Amendment No. 8") 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. 8 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, and Amendment No. 7 filed by Mr. Ehrlichman filed by Mr. Ehrlichman on September 29, 2023 (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.

Item 2.

Identity and Background

(b)

The address for Mr. Ehrlichman is c/o Porch Group, Inc., 411 1st Avenue S., Suite 501, Seattle, Washington 98104.

Item 3.

Source and Amount of Funds or Other Consideration

See Item 5(c) for a description of transactions. All transactions that involved the payment of consideration (other than the provision of services) were funded with the Reporting Person's personal funds, and funds were not borrowed or otherwise obtained for the purpose of obtaining such security.

Item 4.

Purpose of Transaction

Other than as previously reported, 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. On August 8, 2025, Mr. Ehrlichman entered into a trading plan primarily related to tax planning and tax obligations (the "Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Trading Plan is scheduled to terminate December 31, 2026 and covers the sale of up to an aggregate of 584,998 shares of Common Stock at a price that exceeds the most recent NASDAQ closing price. The Trading Plan is filed as Exhibit 99.10 to this Schedule 13D and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a)

As of the date hereof, Mr. Ehrlichman may be deemed to beneficially own 22,088,263 shares of Common Stock, representing approximately 20.6% of the shares of Common Stock outstanding.

(b)

Number of shares reported herein includes (i) 12,753,531 shares of Common Stock held directly by Mr. Ehrlichman, (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) 1,025,817 shares of Common Stock that are obtainable upon vesting and settlement of RSUs granted to Mr. Ehrlichman by the Company, 164,331 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 4,183,826 shares of Common Stock underlying PRSUs granted to Mr. Ehrlichman, which will only be issued to Mr. Ehrlichman upon satisfaction of the following performance conditions: 1,748,474 PRSUs are subject to three performance goals (weighted 50%, 25%, and 25%, respectively): (i) Absolute Share Price for the three year performance period ending April 5, 2026; (ii) Issuer's Adjusted EBITDA in 2025; and (iii) Issuer's revenue in 2025. Each of the revenue and Adjusted EBITDA metrics have threshold, target, and maximum levels of performance goals of 50%, 100% and 200%, respectively, of the target PRSUs. Results that fall between any of the established achievement levels will be interpolated between the applicable achievement levels for Revenue and Adjusted EBITDA. No PRSUs would be earned for a performance metric if actual performance is below the threshold level for the respective performance metric. The Compensation Committee does, however, have the ability to exercise negative discretion in its sole and absolute power. Once determined, the actual number of earned PRSUs from each performance metric will be added to determine the total of earned PRSUs. An additional 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. The remaining 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. To motivate exceptional Company financial and stock performance that is aligned with stockholder value creation, the Compensation Committee determined that the Adjusted EBITDA PRSUs and rTSR PRSUs in 2025 will 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. Please refer to the Company's prior disclosures for additional details on the PRSUs excluded from Mr. Ehrlichman's reported beneficial ownership.

(c)

Exhibit 99.11 attached hereto and incorporated herein by reference sets forth all of Reporting Person's transactions in Issuer's securities that have occurred since September 28, 2023. 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 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 4 of this Amendment No. 8 is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.10 Rule 10b5-1 Trading Plan dated August 8, 2025. Exhibit 99.11 List of Mr. Ehrlichman's transactions since September 28, 2023.

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.

Ehrlichman Matt

Signature:	/s/ Matthew Ehrlichman
Name/Title:	Matthew Ehrlichman
Date:	08/08/2025

Source:

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