DEF 14A of Porch Group, Inc., Apr 17, 2026

DEF 14A of Porch Group, Inc.

Filed Apr 17, 2026 · FY20250001784535-26-000021

Open on EDGAR

  1. Our Board Nominees

    Our Board Nominees

  2. Our Board Nominees

    | | Matthew Ehrlichman | | Director since 2020 Age: 46 | Matthew Ehrlichman is the Founder, Chief Executive Officer, and Chairman of Porch. Prior to founding Porch in 2011, Mr. Ehrlichman was Chief Strategy Officer at Active Network. Mr. Ehrlichman joined Active Network in 2007 and helped grow its revenues from $65 million in 2006 to $420 million and an IPO in 2011. Before joining Active Network, Mr. Ehrlichman was Co-Founder and Chief Executive Officer at Thriva, which was acquired by Active Network in March 2007 for approximately $60 million in cash and stock. Mr. Ehrlichman built Thriva out of his dorm room at Stanford University, where he received his B.S. in Entrepreneurial Engineering and M.S. in Management Science and Engineering. In 2014, Mr. Ehrlichman was named USA TODAY’s Inaugural Entrepreneur of the Year. Mr. Ehrlichman is currently the largest single owner of Porch. Mr. Ehrlichman is qualified to serve as a director due to his significant leadership since the founding of Porch in 2011 and throughout our journey as a new public company, as well as his ongoing contributions to our long-term strategy and criticality to our current and future business, and his extensive business experience in the home and technology industries. | | Porch Leadership | Qualification Highlights | | •Chairman of the Board •Chief Executive Officer | •Leadership •Strategy •Financial Acumen and Expertise | | | Sean Kell | | Director since 2022 Age: 57 | Sean Kell was appointed as a director in March 2022 and is the Chief Executive Officer for MD2, an innovative medical concierge service. Formerly, he served as the Chief Executive Officer at Blue Nile, Inc. from 2019 until March 2023. He was charged with driving the Blue Nile strategic vision and elevating the company’s modern approach to purchasing handcrafted diamond rings and exquisite jewelry online. From 2011 to 2019, Mr. Kell served as Chief Executive Officer of A Place for Mom, a senior living marketplace, where he was responsible for overall brand management and business expansion. Mr. Kell has a proven track record of building successful businesses in e-commerce, digital innovation and product management across leading online retail organizations including Expedia, Hotels.com, and Starbucks. He has also previously held various roles at McKinsey and IBM. Mr. Kell holds a M.B.A. from the University of Chicago and a B.S. in Electrical Engineering from the University of Southern California. Mr. Kell is well qualified to serve as a director due to his significant experience working with companies that are implementing rapid technological changes, brand development and business expansion. | | Porch Leadership | Qualification Highlights | | •Compensation Committee Chair | •Human Capital Management •Leadership •Marketing |

  3. Our Board Nominees

    | ir.porchgroup.com | 7 |

  4. Our Board Nominees

    | | Rachel Lam | | Director Since 2021 Age: 58 | Rachel Lam has served as a director since August 2021 and is the Co-Founder and Managing Partner of Imagination Capital, an early-stage venture capital firm founded in 2017. From 2003 to 2017, Ms. Lam served as Senior Vice President and Group Managing Director of the Time Warner Investments Group, the strategic investing arm of Time Warner Inc. She managed Time Warner's investments in numerous digital media companies and served on the board of privately held Maker Studios and Bluefin Labs prior to their sales to the Walt Disney Company and Twitter, respectively. Ms. Lam has previously served on 20 boards of directors over the years, including Innovid Corp. (an NYSE-listed company prior to its 2025 strategic sale) from 2021 - 2024, and currently serves on the board of Magnite (Nasdaq: MGNI), the world’s largest independent sell-side ad platform. In March 2025, Ms. Lam joined the board of Action Against Hunger USA, a leading non-profit organization fighting global hunger. She also spent several years in investment banking within the M&A group at Morgan Stanley and the Media and Telecommunications group at Credit Suisse. Ms. Lam received a B.S. in industrial engineering and operations research from U.C. Berkeley in 1989 and an M.B.A. from Harvard Business School in 1994. Ms. Lam is well qualified to serve as a director due to her extensive experience serving on both private and public company boards, along with her financial, M&A and strategy experience. | | Porch Leadership | Qualification Highlights | | •Nominating and Corporate Governance Committee Chair •Audit Committee Member | •Financial Acumen and Expertise •Corporate Transactions •Corporate Governance | | | Alan Pickerill | | Director Since 2020 Age: 59 | Alan Pickerill has served as a director since December 2020. Mr. Pickerill has served in a variety of finance and accounting roles, mainly for publicly-traded technology companies. Most recently he served as Expedia Group’s Executive Vice President, Chief Financial Officer and Treasurer from September 2017 to December 2019 and had been with the Company since 2008. Mr. Pickerill oversaw Expedia Group’s accounting, financial reporting and analysis, investor relations, treasury, internal audit, tax, and global real estate teams. Previously, he served as Expedia Group’s Senior Vice President of Investor Relations and Treasurer from July 2015 to September 2017. Mr. Pickerill served as a director of our predecessor entity from September 2019 until the completion of the December 2020 business combination that created Porch Group, Inc. He currently serves as a director for Manson Construction (a privately held marine construction company), a director for the YMCA of Greater Seattle, and as adjunct faculty for the University of Washington Foster School Executive MBA program. He previously served as the chair of the board for Leafly Holdings, Inc. (Nasdaq: LFLY) until March 2025. Mr. Pickerill began his career as an accountant for seven (7) years at Deloitte and Touche before working at a variety of publicly-traded technology and internet companies, including serving as Chief Financial Officer of INTERLINQ Software Corporation, a publicly-traded technology provider, as well as roles at Microsoft and Getty Images. Mr. Pickerill was licensed as a certified public accountant in Washington in 1991. Mr. Pickerill holds a B.A. degree in Business and Accounting from the University of Washington’s Michael G. Foster School of Business. Mr. Pickerill is well qualified to serve as a director due to his extensive experience in finance-related leadership and governance roles in a public-held technology company. | | Porch Leadership | Qualification Highlights | | •Lead Independent Director •Nominating and Corporate Governance Committee Member | •Corporate Governance •Financial Acumen and Expertise •Risk Management |

  5. Our Board Nominees

    | 8 | 2026 Proxy Statement |

  6. Our Board Nominees

    | | Amanda Reierson | | Director since 2022 Age: 49 | Amanda Reierson was appointed as a director in October 2022. She is a marketing veteran with over two decades of experience, including significant management experience in home services, and property and casualty insurance. Ms. Reierson currently provides consulting services in a marketing capacity. Previously, Ms. Reierson served as Chief Marketing Officer at Avant, a financial technology company that provides access to innovative financial solutions, including personal loans and credit cards, and is focused on reaching consumers wherever they may be on their financial journey. Prior to joining Avant, Ms. Reierson served as Head of Marketing at Sequoia-backed Thumbtack, overseeing all branding/creative efforts, media, CRM, and product marketing. Ms. Reierson was also previously Chief Growth Officer at Farmers Insurance, where she led the company's digital marketing and product transformation. Throughout her career she has also served in a variety of B2C and B2B marketing roles at Yahoo, DIRECTV, and the Los Angeles Times. She received her B.A. in Political Science from the University of California, Los Angeles. Ms. Reierson is well qualified to serve as a director due to her extensive marketing and technology experience in the home services and insurance industries. | | Porch Leadership | Qualification Highlights | | •Nominating and Corporate Governance Committee Member | •Marketing •Leadership •Digital, Data, Privacy, and Technology | | | Maurice Tulloch | | Director since 2021 Age: 57 | Maurice Tulloch has served as a director since August 2021. From March 2019 until his retirement in July 2020, Mr. Tulloch was Group Chief Executive Officer at Aviva plc, a leading multinational insurance company headquartered in London. He joined the Board of Aviva as an Executive Director in June 2017. In his role at Aviva, he oversaw global leadership, operations, strategy, risk management, and governance. In addition, from 1992 until 2019, Mr. Tulloch held many executive and leadership roles at Aviva prior to serving as its Group Chief Executive Officer. In March 2022, Mr. Tulloch joined the Public Sector Pension Investment Board (PSP). Mr. Tulloch has also served on several external boards including PoolRe and as Chair of ClimateWise. Mr. Tulloch received a B.A. in economics from the University of Waterloo in 1992, an M.B.A. from Heriot-Watt University in 2002, and is a Chartered Professional Accountant CPA, CMA since 1998. Mr. Tulloch is well qualified to serve as director due to his extensive operational, strategic, risk management and corporate governance experience, as well as executive leadership in the insurance industry. The Board also determined that Mr. Tulloch is an “Audit Committee financial expert” as defined by the applicable SEC rules. | | Porch Leadership | Qualification Highlights | | •Audit Committee Chair •Compensation Committee Member •Audit Committee Financial Expert | •Strategy •Risk Management •Leadership |

  7. Our Board Nominees

    | ir.porchgroup.com | 9 |

  8. Our Board Nominees

    | | Camilla Velasquez | | Director since 2022 Age: 44 | Camilla Velasquez was appointed as a director in October 2022. She is an accomplished senior product and growth leader who currently serves as the Senior Vice President and General Manager of New York Times Cooking. Prior, Ms. Velasquez worked as Senior Vice President of Product and Strategy at Justworks, the growing HR and benefits technology company, which provides businesses, nonprofits and their employees with the SaaS tools and insurances they need to grow. Justworks also provides consumer-facing products and services. Throughout her career, Ms. Velasquez also held roles including Director of Payment Products and Multichannel Sales at Etsy and Director of New Product Development at American Express. In addition to her corporate experience, Ms.Velasquez is an angel investor in HR, fintech, and consumer businesses, and serves as a trustee for the Brooklyn Public Library. She holds a B.A. in Economics and in Spanish from Cornell University. Ms. Velasquez is well qualified to serve as director due to her significant strategic and product development experience. | | Porch Leadership | Qualification Highlights | | •Compensation Committee Member | •Strategy •Marketing •Digital, Data, Privacy, and Technology | | | Regi Vengalil | | Director since 2020 Age: 43 | Regi Vengalil has served as a director since December 2020. Mr. Vengalil has been the Chief Financial Officer of Pipedrive, a private SaaS company that provides CRM software for small businesses since December 2025. Prior to Pipedrive, he was Chief Financial Officer of Trax Retail, Inc, a private software company in the retail sector from August 2022 to November 2025. Mr. Vengalil was the Chief Financial Officer of Metromile, Inc. (Nasdaq: MILE, MILEW), a publicly-traded technology-driven auto insurer, from May 2021 until the company’s sale to Lemonade in July 2022. Previously, Mr. Vengalil served as Chief Financial Officer of Egencia, the corporate travel division of Expedia Group, from November 2019 to April 2021, and Global Head of Corporate Development & Strategy for Expedia Group from January 2017 to November 2019. Prior to that, Mr. Vengalil was an executive at Lending Club, an online lending marketplace, serving as Vice President, Strategy, M&A and Business Operations from May 2016 until January 2017. Previously, Mr. Vengalil served as Vice President, Head of Strategy and Business Operations of Lending Club from November 2015 to May 2016 and Senior Director, Head of Corporate Strategy from October 2014 to November 2015. Mr. Vengalil holds a B.S. in Economics and an M.B.A., both earned with honors, from the Wharton School at the University of Pennsylvania. Mr. Vengalil is well qualified to serve as a director due to his extensive experience in M&A leadership at publicly-traded technology companies and his financial, M&A, and strategy experience across regions, industries and functions, including most recently with regard to insurance businesses. | | Porch Leadership | Qualification Highlights | | •Audit Committee Member •Audit Committee Financial Expert | •Financial Acumen and Expertise •Corporate Transactions •Corporate Governance |

  9. Our Board Nominees

    | 10 | 2026 Proxy Statement |

  10. Director Independence

    Director Independence Under our Corporate Governance Guidelines, at least a majority of our Board must qualify as an "independent director" under Nasdaq rules which require, in the opinion of the Board, that a person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A director may not be considered independent if the director is or was within the past three years an executive officer or an employee of Porch, or a family member of the director is or has been within the past three years an executive officer of Porch. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. The Nominating and Corporate Governance Committee and Board undertook a review of the independence of each non-employee director, all of whom have been nominated for election at the Annual Meeting, and considered all available factors to assess whether any non-employee director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, and upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined that each of Mses. Lam, Reierson, and Velasquez and Messrs. Kell, Pickerill, Tulloch, and Vengalil is an “independent director.” The Nominating and Corporate Governance Committee is comprised only of independent directors. Furthermore, the Board has determined, upon recommendation of the Nominating and Corporate Governance Committee, that each of the members of the Audit Committee and Compensation Committee qualify as independent in accordance with the additional independence rules established by the SEC and Nasdaq. In making these determinations, the Nominating and Corporate Governance Committee and Board reviewed and discussed information provided by the directors through a detailed questionnaire and by us with regard to each director’s business and personal activities and relationships as they may relate to our Company, auditors, and management, including the beneficial ownership of our common stock by each non-employee director. We believe that the independence of our Board is critical for unbiased decision-making, transparency, accountability to shareholders, and protecting shareholder interests. More specifically, we believe that our independent governance model helps us optimize capital allocation to position us to generate returns for our investors and to carefully manage the risks we face across our verticals in pursuit of those returns.

  11. Director Independence

    | ir.porchgroup.com | 11 |

  12. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  13. Director Nominee Skills and Experience

    | Our directors exhibit broad perspectives, experiences, and knowledge relevant to our businesses, financial systems, risk management, and long-term strategy | | | | | | | | | | | | Ehrlichman | Kell | Lam | Pickerill | Reierson | Tulloch | Velasquez | Vengalil | Percentage | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | 75% | | Corporate Sustainability and Community Engagement | | ✓ | | ✓ | | ✓ | ✓ | | 50% | | Corporate Transactions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Digital, Data, Privacy, and Technology | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Financial Acumen and Expertise | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | 75% | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | International Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Marketing | ✓ | ✓ | | | ✓ | | ✓ | | 50% | | Other Public Company or Government Body Directorship | | | ✓ | ✓ | | ✓ | | | 38% | | Risk Management | | | ✓ | ✓ | | ✓ | | ✓ | 50% | | Strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Underwriting and Capital Allocation | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | 75% | | Skills & Experience | Definition and Application to Porch Group | | | | | | | | | | Corporate Governance | Experience in and commitment to the highest standards of corporate governance, including experience as a director or senior executive in a listed company, large organization, or government body | | | | | | | | | | Corporate Sustainability and Community Engagement | Understanding and experience in sustainability best practices to manage the impact of business operations on the environment and community and the potential impact of climate change on business operations, and expertise in community and stakeholder relations | | | | | | | | | | Corporate Transactions | Experience in assessing and completing complex business transactions, including mergers, acquisitions, divestments, capital markets, reorganizations, and business integration | | | | | | | | | | Digital, Data, Privacy, and Technology | Experience or expertise in identifying, assessing, implementing, and leveraging digital technologies and other innovations, understanding the use of data and analytics, related regulation, and responding to digital disruption; may include experience with data security and cyber incident response | | | | | | | | | | Financial Acumen and Expertise | Experience or expertise in financial markets, financial operations, investing, financial accounting, financial reporting, or the financial management of an organization | | | | | | | | | | Human Capital Management | Experience managing and developing a workforce, and promoting culture and talent initiatives throughout an organization | | | | | | | | | | International Experience | Experience in international business, trade, and/or investment at a senior executive level and exposure to global markets and a range of different political, regulatory, and business environments | | | | | | | | | | Leadership | Experience as a senior executive or manager of a business unit | | | | | | | | | | Marketing | Experience with approaches that effectively communicate the story of a brand, including as a product marketing executive or overseeing a marketing function | | | | | | | | | | Other Public Company or Government Body Directorship | Experience as a member on the board of directors of another publicly traded company or government body | | | | | | | | | | Risk Management | Experience in the identification, monitoring, and management of material financial or non-financial risks, including the implementation and oversight of risk management frameworks and controls; may include experience operating in highly regulated industries | | | | | | | | | | Strategy | Experience in corporate planning, including identifying and analyzing strategic opportunities, developing, implementing, and delivering strategic objectives, and monitoring performance against strategic objectives | | | | | | | | | | Underwriting and Capital Allocation | Experience executing or overseeing credit risk and assessment, financial exposure, and related mitigation (such as reinsurance or derivatives), risk-based capital frameworks, actuarial science, and related due diligence; may include sector leadership experience in property & casualty insurance | | | | | | | | |

  14. Director Nominee Skills and Experience

    | 12 | 2026 Proxy Statement |

  15. Non-Employee Director Compensation

    Non-Employee Director Compensation ■Bi-annually evaluates peer group compensation to ensure market alignment.

  16. Director Compensation

    Director Compensation The Company’s non-employee director compensation policy includes an annual retainer consisting of cash fees and RSU awards for serving on its Board and committees. The compensation framework for non-employee directors is outlined below. Employee directors do not receive additional compensation for the Board service.

  17. Director Compensation

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  18. Director Compensation

    | Lead Independent Director and Standing Committee Cash Retainers | | | Lead Independent Director | $60,000 | | Audit Chair1 | $21,000 | | Audit Member | $10,000 | | Compensation Chair1 | $15,000 | | Compensation Member | $7,000 | | Nominating and Corporate Governance Chair1 | $9,000 | | Nominating and Corporate Governance Member | $4,000 | | (1) Chair amounts inclusive of membership and chair fee | |

  19. Director Compensation

    Under the non-employee director compensation policy, the RSU awards will vest on the one-year anniversary of the grant date, which is the same date as the annual meeting of shareholders, with two-thirds of the RSUs subject to resale restrictions expiring in equal increments on the first and second anniversaries of the vesting date. The RSUs will vest and the resale restrictions will lapse in the event the director ceases to serve on the Board due to disability, removal without cause, or other termination of service. In addition, in the event of a change in control in which the awards are not effectively assumed, the RSUs will vest in full, and the resale restrictions will lapse. Directors elected by the Board between annual meetings are paid a pro rata amount of any cash fee and receive a pro-rata grant of RSUs, based on the period of their service on the Board, and any Committee for which they may be appointed. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending Board and Committee meetings.

  20. Director Compensation

    | ir.porchgroup.com | 23 |

  21. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to or earned by the Company’s non-employee directors. Mr. Ehrlichman, the Company’s Chief Executive Officer, does not receive any additional compensation for his service as a member of the Company’s Board. Please see "NEO Compensation Tables—2025 Summary Compensation Table" for the compensation paid or awarded to Mr. Ehrlichman for 2025.

  22. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sean Kell(3) | 60,000 | 150,002 | 210,002 | | Rachel Lam(4) | 65,250 | 150,002 | 215,252 | | Alan Pickerill(5) | 109,000 | 150,002 | 259,002 | | Amanda Reierson(6) | 50,250 | 150,002 | 200,252 | | Maurice Tulloch(7) | 73,000 | 150,002 | 223,002 | | Camilla Velasquez(8) | 52,000 | 150,002 | 202,002 | | Regi Vengalil(9) | 56,250 | 150,002 | 206,252 |

  23. 2025 Director Compensation Table

    (1) This column reports the amount of cash compensation earned in 2025 for annual Board, Board Committee Chair, Board Committee, and if applicable, Lead Independent Director Service. (2) Amounts shown reflect the aggregate grant date fair value of RSU awards granted during 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). These grant date fair values may not correspond to the actual value that will be realized by the directors. Stock awards consist of RSUs valued using the closing price of Porch common stock on the NASDAQ on the grant date. (3) On June 11, 2025, Mr. Kell was granted 13,135 RSUs for Board service for the year 2025. Mr. Kell had 13,135 RSUs outstanding as of December 31, 2025. (4) On June 11, 2025, Ms. Lam was granted 13,135 RSUs for Board service for the year 2025. Ms. Lam had 13,135 RSUs outstanding as of December 31, 2025. Ms. Lam received $2,500 in additional cash compensation for her service on the Board’s M&A Committee, which was active from June 2025 to December 2025. (5) On June 11, 2025, Mr. Pickerill was granted 13,135 RSUs for Board service for the year 2025. Mr. Pickerill had 13,135 RSUs outstanding as of December 31, 2025. (6) On June 11, 2025, Ms. Reierson was granted 13,135 RSUs for Board service for the year 2025. Ms. Reierson had 13,135 RSUs outstanding as of December 31, 2025. Ms. Reierson received $2,500 in additional cash compensation for her service on the Board’s M&A Committee, which was active from June 2025 to December 2025. (7) On June 11, 2025, Mr. Tulloch was granted 13,135 RSUs for Board service for the year 2025. Mr. Tulloch had 13,135 RSUs outstanding as of December 31, 2025. (8) On June 11, 2025, Ms. Velasquez was granted 13,135 RSUs for Board service for the year 2025. Ms. Velasquez had 13,135 RSUs outstanding as of December 31, 2025. (9) On June 11, 2025, Mr. Vengalil was granted 13,135 RSUs for Board service for the year 2025. Mr. Vengalil had 13,135 RSUs outstanding as of December 31, 2025. Mr. Vengalil received $2,500 in additional cash compensation for his service on the Board’s M&A Committee, which was active from June 2025 to December 2025.

  24. Compensation Discussion and Analysis

    | Defined Terms | | | | 2020 Stock Plan Porch Group, Inc. 2020 Stock Incentive Plan Adjusted EBITDA Non-GAAP financial measure provided to the investment community; see Appendix A for a reconciliation to net income (loss) CAGR Compound Annual Growth Rate EBITDA Earnings before interest, taxes, depreciation, and amortization Incentive Plan Adjusted EBITDA Non-GAAP performance metric under our STI and LTI plans; see "Adjustment Policy" for further detail LTI Long-Term Incentive PRSU Performance-Based RSU | Porch Shareholder Interest Revenue Non-GAAP financial measure provided to the investment community and used by management to evaluate results generated for Porch shareholders, including for the purposes of STI and LTI metrics. Includes the businesses Porch shareholders own: Insurance Services, Software & Data, and Consumer Services segments, along with corporate functions and applicable intercompany eliminations. See "About Porch Group, Inc." for further detail. Reciprocal An insurance entity owned by its policyholder members. Porch manages and operates 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 those services. | Reciprocal Health Modifier Introduced in the 2025 Bonus Plan to incentivize overall revenue and earnings growth that supports the long-term health of the Reciprocal. The modifier can reduce the payout of the bonus if the Reciprocal's year-end risk-based capital falls below a pre-established ratio. RSU Restricted Stock Unit STI Short-Term Incentive TSR and rTSR Absolute Total Shareholder Return and Relative Total Shareholder Return, respectively VWAP Volume-weighted average price of a share of common stock of the Company |

  25. 2025 NEO Compensation Philosophy

    | KEY OBJECTIVES OF OUR COMPENSATION PHILOSOPHY | | ■Link NEO compensation to Company performance by utilizing at-risk performance-based equity with robust performance goals as a significant portion of total compensation ■Attract and retain a highly-qualified executive leadership team ■Motivate our executive leadership team to perform and execute our long-term growth strategy to drive shareholder value ■Provide opportunity for above-market total compensation for exceptional Company performance, subject to alignment with peer group practices and the competitive landscape for top executive talent ■Include appropriate risk mitigation measures within incentive programs to further align compensation with Company performance and equitable outcomes |

  26. 2025 NEO Compensation Components

    | Element | Philosophy & Objective | | Base Salary | ■Attracts and retains talent in a competitive market ■Provides stable income reflective of an incumbent's skills, tenure, and role complexity while balancing fixed and variable compensation ■Increases are neither automatic nor guaranteed, which incentivizes achievement of Company operational, financial, and strategic goals as well as individual performance | | Short-Term Incentive Bonus Awards | ■Supports a pay-for-performance culture by linking STI bonus awards to the achievement of two objective financial Company performance metrics; added a downward modifier that incentivizes Reciprocal revenue and earnings growth to support long-term health of the Reciprocal in alignment with evolving strategic direction; the program does not include discretionary metrics and all awards are at risk ■Ensures focus on strategic execution against robust financial metrics each year | | Long-Term Incentive Equity Awards | ■Aligns NEO interests with long-term shareholder value through multi-year vesting and performance periods; the program does not include discretionary metrics and all awards are at-risk ■Ensures focus on long-term strategic execution against robust financial metrics and drives long-term value for shareholders ■Two equity vehicles provide diverse incentives for NEOs: ◦RSUs are a full value vehicle that provides retention due to time-based vesting and align NEO long-term interests with those of our stockholders ◦PRSUs, which account for 75% of the LTI award, reinforce long-term strategic business objectives and long-term shareholder value creation through three equally-weighted metrics: Porch Shareholder Interest Revenue, Adjusted EBITDA and rTSR |

  27. 2025 NEO Compensation Programs and Target Compensation

    2025 NEO Compensation Programs and Target Compensation Following a comprehensive annual review, the Compensation Committee approved base salary increases of 4% to 5.6% and increased the total target LTI award value of the 2025 LTI awards for all NEOs. STI targets as a percentage of base salary remained unchanged from 2024 while target bonuses increased based on base salary increases. These increases recognize the significant contributions, performance, and tenure of our NEOs; incentivize their future strong performance, engagement, and retention; and ensure that their target total direct compensation remains within reasonable ranges of market benchmarks. In setting 2025 target compensation, the Compensation Committee completed a detailed evaluation of the following factors: individual performance; scope of role; skills, experience, and criticality to the business; and internal pay equity and similar factors. In addition, the Compensation Committee, with support from its independent compensation consultant, reviewed peer group and market survey data as a reference point to address market competition for talent.

  28. Short-Term Incentive

    Short-Term Incentive The following table sets forth the bonus target as a percentage of base salary in effect for each of our NEOs in 2024 and 2025.

  29. Short-Term Incentive

    | Name | 2024 and 2025 (%) | | Matthew Ehrlichman | 100 | | Shawn Tabak | 60 | | Matthew Neagle | 100 |

  30. Target LTI Awards

    Target LTI Awards The following table sets forth the total LTI target award value in effect for each of our NEOs in 2024 and 2025, and the 2025 total value denominated in PRSUs (75% of grant value) and RSUs (25% of grant value) as approved by the Compensation Committee in March 2025.

  31. Target LTI Awards

    | Name | 2024 Total LTI Target Award Value | 2025 Total LTI Target Award Value | 2025 PRSU Award (75% of Grant Value) | 2025 RSU Award (25% of Grant Value) | | Matthew Ehrlichman | $6,750,000 | $6,950,000 | $5,212,500 | $1,737,500 | | Shawn Tabak | $820,000 | $1,000,000 | $750,000 | $250,000 | | Matthew Neagle | $3,000,000 | $3,100,000 | $2,325,000 | $775,000 |

  32. Target LTI Awards

    Grant Values. The target grant values were denominated in RSU awards and PRSU awards based on the 60-trading day VWAP as of March 31, 2025 of a share of common stock of the Company ($5.9685 per share). These target grant values are used by the Compensation Committee for the purposes of establishing executive pay and are materially different from the grant date fair value disclosed in the Summary Compensation Table in accordance with FASB ASC Topic 718. Please see discussion on the difference under "Difference Between Target Grant Value and Grant Date Fair Value".

  33. 2025 Incentive Programs

    2025 Incentive Programs

  34. Incentive Plan Metrics and Time Horizons

    Incentive Plan Metrics and Time Horizons A significant portion of our executive pay is tied to performance metrics in the form of financial results. Our incentive plans do not include discretionary metrics. Both the STI and the LTI plans are linked to financial performance, reinforcing our commitment to disciplined leadership and aligning NEO compensation with creating value for shareholders. Both plans use Porch Shareholder Interest Revenue and Adjusted EBITDA as financial performance metrics with differing time-horizons: one-year for the STI and the third year for the LTI. The one-year Porch Shareholder Interest Revenue and Adjusted EBITDA STI metrics ensure focus on strategic execution, while the same metrics measured in the third year, together with a performance metric based on the achievement of three-year rTSR, reward executives for achieving meaningful results that are tied to our strategic plans and drive long-term shareholder value. While measured in the third year, the LTI financial performance metrics are long-term in nature as the third year goals are not achievable without meaningful progress in years one and two of the LTI performance period. Generally, the NEO STI and LTI programs were continued from 2024 in terms of performance metrics and definitions, performance periods, vehicle mix and methodology to convert grant value to number of units (equity), and payout opportunity and maximums, except for the features outlined as new in the respective feature summaries below: the addition of Reciprocal Health Modifier (STI) and the addition of exceptional performance hurdles for two metrics (2025 LTI).

  35. 2025 STI Bonus Plan

    2025 STI Bonus Plan

  36. 2025 STI Bonus Plan

    | SUMMARY OF 2025 STI PLAN FEATURES | | ■Payout based on achievement of robust Porch Shareholder Interest Revenue and Adjusted EBITDA targets with each metric measured independently ■New in 2025. Introduced the Reciprocal Health Modifier to incentivize overall revenue and earnings growth that supports the long-term health of the Reciprocal. The modifier can only reduce the payout of the 2025 bonus payout by as much as one-half if Reciprocal's year-end risk-based capital falls below a pre-established ratio ■No discretionary metrics ■Payout range between 0% and 200% ■Compensation Committee retains negative discretion to reduce payout for any reason it deems appropriate ■Adjustment policy for performance metrics that provides objective methodology for addressing extraordinary events ■Compensation Committee’s annual discretion to pay earned bonus in cash or equity or a combination of the two |

  37. 2025 STI Bonus Plan

    Performance Metrics. Earned bonuses for our NEOs are calculated based on predefined performance goals for the achievement levels of two independently determined, objective Company performance goals: Porch Shareholder Interest Revenue and Adjusted EBITDA. The Compensation Committee selected these metrics because they are key indicators of

  38. 2025 STI Bonus Plan

    | 34 | 2026 Proxy Statement |

  39. 2025 STI Bonus Plan

    the Company's performance and are directly aligned with profitability and earnings results, and drive long-term shareholder value creation. In January 2025, we completed the formation of the Reciprocal as an insurance entity owned by its policyholder-members and not by Porch. 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. In light of this, the Compensation Committee also introduced the Reciprocal Health Modifier to the 2025 Bonus Plan. The Committee added the modifier to incentivize overall revenue and earnings growth that supports the long-term health of our insurance business, which will support our future growth and shareholder returns. The modifier can reduce the payout of the 2025 Bonus Plan by as much as one-half if Reciprocal's year-end Risk-Based Capital ("RBC") falls below a pre-established threshold. The Reciprocal Health Modifier cannot increase the bonus payout under the 2025 Bonus Plan. Performance metrics under the 2025 Bonus Plan are defined as follows: ■Porch Shareholder Interest Revenue: see "Appendix A" of this proxy statement, entitled "Use of Non-GAAP Financial Measures" for a reconciliation of this measure. ■Adjusted EBITDA: see "Appendix A" of this proxy statement, entitled “Use of Non-GAAP Financial Measures,” for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under GAAP. ■The Reciprocal Health Modifier is based on risk-based capital, which refers to the statutorily-determined calculation the Reciprocal filed with insurance regulators. Payout Opportunities. The 2025 Bonus Plan provides a threshold and maximum bonus opportunity of 30% and 200% of target, respectively. No bonus is earned if actual performance falls below all threshold levels, and any earned bonus can be reduced by the Reciprocal Health Modifier. The Committee also retains negative discretion to reduce the bonus, regardless of performance, for any reason it deems appropriate. No payout is made to an individual who is not employed on the payout date, subject to the terms of their respective employment agreements. Financial Performance Goal Setting and Achievement. In setting the 2025 performance goals in 2025, the Compensation Committee considered the Company’s Board-approved budget, guidance, and strategic outlook. Each performance goal was considered to incentivize outsized performance during a transformational period for the Company under the first year of a new and, at the time of 2025 performance goal setting, unproven operating model to drive results for our shareholders. The Porch Shareholder Interest Revenue target was set at $394.0 million and Adjusted EBITDA target was set at $27.0 million. Because the performance ranges for each metric are set and calculated independently, performance of one metric does not influence performance of another metric. The chart below sets forth the threshold, target, and maximum performance goals alongside the Company's actual results. Due to exceptional performance in 2025 under the new Reciprocal operating model, which created value for our shareholders, the STI awards paid out above target. See "Appendix A" of this proxy statement, entitled "Use of Non-GAAP Financial Measures" for a reconciliation of Porch Shareholder Interest Revenue and Adjusted EBITDA to the most directly comparable GAAP measures.

  40. 2025 STI Bonus Plan

    | | Threshold | Target | Maximum | | | | | | $354.6M | $394.0M | $433.4M | | Weight | Achievement | | 2025 Porch Shareholder Interest Revenue | | | Actual 418.9M | | 50% | 163% | | | $12.0M | $27.0M | $60.0M | | | | | Adjusted EBITDA | | | | Actual 76.6M | 50% | 200% | | Payout | 30% | 100% | 200% | | | 182% |

  41. 2025 STI Bonus Plan

    | ir.porchgroup.com | 35 |

  42. 2025 STI Bonus Plan

    Reciprocal Health Modifier. To ensure that driving financial results for Porch shareholders is balanced with the long-term health of the Reciprocal, the 2025 Bonus Plan included a Reciprocal Health Modifier tied to the statutorily-calculated RBC number. The Reciprocal Health Modifier Grid can only reduce the combined bonus achievement for Porch Shareholder Interest Revenue and Adjusted EBITDA if the Reciprocal's year-end Risk-Based Capital falls below 350%—a regulatory benchmark for insurance capital health. The Modifier cannot increase the combined plan achievement.

  43. 2025 STI Bonus Plan

    | Reciprocal Health Modifier Grid | | | Year-End Measurement | Modifier | | RBC >=350% at year-end test | 1 | | If Reciprocal drops below 350% RBC at year-end test | 0.9 | | If Reciprocal drops below 300% RBC at year-end test | 0.8 | | If Reciprocal drops below 250% RBC at year-end test | 0.5 |

  44. 2025 STI Bonus Plan

    2025 Actual Bonus Plan Payout. The following is the formula to determine the achievement percentage under the 2025 Bonus Plan.

  45. 2025 STI Bonus Plan

    | 2025 Porch Shareholder Interest Revenue Achievement (%)x | 50% | + | 2025 Adjusted EBITDA Achievement (%)x | 50%x | Reciprocal Health Modifier (0.5 - 1.0) | = | Actual STI Payout (%) | | (163.2%x | 50% | + | 200%x | 50%)x | 1.0 | = | 182% |

  46. 2025 STI Bonus Plan

    No downward adjustment was made to the Reciprocal Health Modifier because as of fiscal-year end the RBC was 963% due to strong health of the Reciprocal. As a result, each NEO earned 182% of their target bonus under the 2025 Bonus Plan, due to our NEOs delivering strong Company performance for our shareholders.

  47. 2025 STI Bonus Plan

    | Name | 2025 Target STI | 2025 Achievement | Total 2025 STI Payout (Target x Achievement) | | Matthew Ehrlichman | $643,269 | 182% | $1,170,750 | | Shawn Tabak | $254,769 | 182% | $463,680 | | Matthew Neagle | $468,269 | 182% | $852,250 |

  48. 2025 STI Bonus Plan

    In April 2026, the Compensation Committee approved the payouts based on the metrics previously set in 2025. In 2025, the Compensation Committee determined that NEO bonuses were to be paid in cash up to 100% of plan achievement, with amounts above 100% of plan achievement delivered in immediately vested common stock, converted to a number of shares based on the closing price of our common stock on the date of grant. The Committee determined to deliver immediately vested common stock in excess of 100% achievement to all recipients of short-term non-equity incentive bonuses, including non-NEOs, in order to preserve the Company's cash position for other corporate purposes. Adjustment Policy. At the onset of the program, the Compensation Committee approved an adjustment policy to ensure equitable compensation outcomes for the Company, our shareholders, and our NEOs. The policy for the 2025 Bonus Plan metrics of Adjusted EBITDA and Porch Shareholder Interest Revenue metrics includes upward or downward adjustments for accounting changes, restructurings, acquisitions, divestitures, insurance regulatory changes, and other items of an unusual nature. The Compensation Committee determined no adjustments were necessary or appropriate under the policy in approving results for purposes of the 2025 Bonus Plan.

  49. 2025 STI Bonus Plan

    | 36 | 2026 Proxy Statement |

  50. 2025 LTI Equity Program

    2025 LTI Equity Program

  51. 2025 LTI Equity Program

    | SUMMARY OF 2025 LTI PLAN FEATURES | | ■A mix of entirely at-risk awards, comprised of RSUs and PRSUs, with PRSUs representing 75% of target grant value ■RSUs subject to time-based vesting over four years ■PRSUs have three equally weighted (33.3%) performance components: ◦The achievement of rTSR from April 2025 through December 2027, reflecting the Company's absolute TSR measured against the absolute TSR of the S&P SmallCap 600 Index during the performance period ◦Porch Shareholder Interest Revenue goals in 2027 ◦Adjusted EBITDA goals in 2027 ■The payout for each performance metric is independently determined based on the achievement of robust threshold, target, and maximum performance goals corresponding to a 50%, 100% and 200% payout of the target PRSUs, respectively, with linear interpolation in-between. ■One-time increased maximum opportunities for exceptional performance (2025 only). To incentivize outsized performance during a transformational period for the Company under the first year of a new, and at the time of 2025 goal setting, unproven operating model, the PRSUs tied to Adjusted EBITDA and rTSR can be earned at 350% or 500% of target if exceptional goals associated with these payout levels are achieved that will drive results for our shareholders. These are all-or-nothing targets, with no linear interpolation above a 200% payout. ■rTSR PRSUs - payout limitation for negative absolute TSR (new in 2025 and continuing in future LTI). For the rTSR PRSUs, no payout will be earned above target (100%) if the Company's absolute TSR is negative over the performance period, regardless of the Company's rTSR ranking. |

  52. 2025 LTI Equity Program

    RSU Awards. Each RSU represents the right to receive, upon vesting, one share of common stock of the Company. The 2025 RSU awards will vest 25% on April 4, 2026, and the remaining RSUs will vest semi-annually in equal installments over the next 36 months, subject to the individual’s employment or service with the Company as contemplated in the RSU Award Agreement as well as the terms of the employment agreement. PRSU Award Metrics and Performance Period. Earned PRSUs for our NEOs will be based upon achievement of three independently determined financial metrics and corresponding weightings. ■rTSR (33.3% weighting based on grant value of target PRSUs): achievement of Company total shareholder return measured against the total shareholder return of the S&P SmallCap 600 Index during the performance period from April 1, 2025 through December 31, 2027. The rTSR measure (percentile ranking) will be determined at the end of the performance period using a 60-day trading VWAP for the Company relative to a 60-day closing average for companies in the S&P SmallCap 600 Index. The three-year rTSR metric strengthens the pay for performance link and is consistent with our philosophy to align NEO compensation with delivering results for our shareholders. To ensure above-target compensation based on rTSR results is reserved for performance that delivers positive market returns for our shareholders, the Compensation Committee introduced a positive TSR condition in 2025 and intends to continue such condition in future LTI. No payout will be earned above target (100% payout of target) if the Company's absolute TSR over the performance period is negative, regardless of the Company's rTSR ranking. ■Profit – Adjusted EBITDA (33.3% weighting based on grant value of target PRSUs): achievement of Adjusted EBITDA in 2027. ■Porch Shareholder Interest Revenue (33.3% weighting based on grant value of target PRSUs): achievement of Porch Shareholder Interest Revenue in 2027. ■Performance Period: While measured in the third year, the LTI financial performance metrics are long-term in nature as the third year goals are not achievable without meaningful progress in years one and two of the LTI performance period. Adjustment Policy. At the onset of the program, the Compensation Committee approved an adjustment policy to ensure equitable compensation outcomes for the Company, our shareholders, and our NEOs. For Adjusted EBITDA and Porch Shareholder Interest Revenue metrics, the policy includes upward or downward adjustments for accounting changes, restructurings, acquisitions, divestitures, insurance regulatory changes, and other items of an unusual nature. For rTSR, the policy specifies that companies must be in the S&P SmallCap 600 Index for the entire performance period, and clarifies the treatment of mergers. The Compensation Committee determined no adjustments were necessary or appropriate under the policy in approving results for purposes of the 2025 LTI Plan.

  53. 2025 LTI Equity Program

    | ir.porchgroup.com | 37 |

  54. 2025 LTI Equity Program

    Threshold, Target, and Maximum Payout Opportunities. The Compensation Committee established threshold, target, and maximum performance levels for rTSR, Adjusted EBITDA, and Porch Shareholder Interest Revenue performance associated with payouts of 50%, 100%, and 200% of target, respectively, with interpolation in-between. For the 2025 PRSUs only, the Compensation Committee established one-time additional performance achievement levels for rTSR and Adjusted EBITDA that would result in a 350% and 500% of target payout for the PRSUs tied to those metrics only. 2025 Exceptional Performance Hurdles. The successful execution of our strategic plan has the potential to redefine our market position and unlock significant shareholder value. To further incentivize exceptional performance from our NEOs during the first three years of our Reciprocal model, and to drive significant value creation for our shareholders as the Company enters this transformational period under the Reciprocal operating model, the Compensation Committee approved an increase to PRSU maximum opportunities for the 2025 LTI. This is a unique opportunity for 2025 only and will not be ongoing. Under the 2025 LTI, each of our NEOs has the opportunity to earn a maximum payout of 400% of the target number of PRSUs compared to the standard 200% maximum payout. The maximum payout opportunity results from providing additional payout opportunity of 350% or 500% of target for the PRSU performance metrics of Adjusted EBITDA and rTSR achievement, with no linear interpolation above the 200% payout. The PRSUs tied to Porch Shareholder Interest Revenue performance will continue to have a maximum of 200%. The chart below outlines the structure of the 2025 LTI with the additional unique performance hurdles.

  55. 2025 LTI Equity Program

    | | Achievement | | | | | | Performance Metric | Threshold | Target | Maximum | Enhanced Levels for Exceptional Performance | | | Porch Shareholder Interest Revenue | 50% of Target PRSUs | 100% of Target PRSUs | 200% of Target PRSUs | Not Applicable | Not Applicable | | Adjusted EBITDA | 50% of Target PRSUs | 100% of Target PRSUs | 200% of Target PRSUs | 350% of Target PRSUs | 500% of Target PRSUs | | rTSR | 50% of Target PRSUs | 100% of Target PRSUs | 200% of Target PRSUs | 350% of Target PRSUs | 500% of Target PRSUs |

  56. 2025 LTI Equity Program

    As shown below, the largest number of PRSUs that can be earned, including full achievement of the additional hurdles, is 400% of the NEO's target PRSU award.

  57. 2025 LTI Equity Program

    | 3rd Year Porch Shareholder Interest Revenue 200% x 33% | + | 3rd Year Adjusted EBITDA 500% x 33% | + | rTSR 500% x 33% | = | Maximum Potential Payout 400% |

  58. 2025 LTI Equity Program

    LTI Goal-Setting. As permitted by SEC rules and regulations, we are not including the performance goals for Adjusted EBITDA and Porch Shareholder Interest Revenue. In setting the performance goals for the 2025 LTI, the Compensation Committee considered the Company’s Board-approved budget, guidance, peer group and market survey data, and strategic outlook. Each performance goal was considered to incentivize outsized performance during a transformational period for the Company under a new and, at the time of 2025 performance goal setting, unproven operating model to drive results for our shareholders. Achievement and relative payout for rTSR is determined as follows, with interpolation between the 25th and 75th percentiles: ■TSR below 25th percentile of the index, 0% payout ■TSR equal to 25th percentile of the index, 50% payout ■TSR equal to 50th percentile of the index, 100% payout ■TSR greater than or equal to 75th percentile of the index, 200% payout 2025 Exceptional Performance Opportunities—No interpolation above 200% (all-or-nothing goals)

  59. 2025 LTI Equity Program

    | 38 | 2026 Proxy Statement |

  60. 2025 LTI Equity Program

    No PRSUs are earned for a performance metric if actual performance is below the threshold level for the respective performance metric. The Committee also retains negative discretion to reduce the performance achievement or payouts for any reason. Any earned PRSUs will vest upon the Compensation Committee’s certification of actual performance following the applicable performance period. No payout will be made if the individual participant is not employed as of the date of determination of actual performance. Additional information related to vesting and termination is included in each participant's PRSU award agreement and the terms of their employment agreements. Difference Between Target Grant Value and Grant Date Fair Value. The values presented in the Summary Compensation Table for long-term incentive values are determined by the SEC disclosure and accounting rules, which will frequently result in disclosed values that diverge from the methodology the Compensation Committee uses to establish executive pay and from the compensation realized by the NEOs. Accordingly, the reported accounting values do not reflect the Committee’s calculation of value at the time of the award. The target grant value of the 2025 LTI awards used by the Compensation Committee to determine the number of RSUs and PRSUs will differ from the grant date fair value of LTI awards presented in the Summary Compensation Table for the following reasons: ■The grant date fair value reported in the Summary Compensation table are computed in accordance with FASB ASC 718. ◦Accordingly, RSUs and the portion of PRSUs based on the achievement of financial performance metrics are valued using the closing price of common stock of the Company on Nasdaq on the grant date. ◦The portion of PRSUs based on the achievement of rTSR is considered an award subject to a market condition, and therefore the grant date fair value is based on a Monte Carlo simulation that uses assumptions that determine the probability of satisfying the market conditions as of the grant date. Please refer to "2025 Grants of Plan-Based Awards" footnote (3). ■The target grant value used by the Compensation Committee continues our practice of utilizing the 60-trading day VWAP of a share of common stock of the Company when denominating our target grant value into RSUs and PRSUs. This methodology is intended to mitigate any volatility of stock price. As an example for 2025, the different methodologies result in reported LTI values in the Summary Compensation Table that are significantly higher than the values used by the Compensation Committee to determine the number of RSUs and PRSUs. The primary contributor to the difference being the Monte Carlo valuation used for one third of an NEOs PRSU target grant. As a comparison for PRSUs in 2025, the 60-trading day VWAP was $5.9685 (methodology used to convert the grant value to the number of RSUs and PRSUs) and the grant date fair value was $5.64 (value of a share of common stock, and the accounting value for each RSU and PRSU based on the achievement of financial metrics), while the Monte Carlo valuation was $26.36 as of the grant date (accounting value of each PRSU granted based on the achievement of rTSR). The actual LTI values realized by our NEOs will be tied to our long-term financial performance and our absolute and relative stock price performance. 2025 Equity Awards - Cancellation and Re-issuance due to Inadvertent Calculation Error. The annual PRSU and RSU awards to NEOs in 2025 were initially granted on April 4, 2025. Subsequently, and as previously disclosed by the Company in its SEC reports, the Company identified an inadvertent calculation error related to the 60-trading day VWAP (as of March 31, 2025) of a share of common stock of the Company, which was used to calculate the number of PRSUs and RSUs for such awards. On June 25, 2025, the Compensation Committee approved the cancellation of the April 2025 equity awards. Additionally on June 25, 2025, the Compensation Committee granted new PRSU and RSU awards to the NEOs in such amounts using the corrected 60-trading day VWAP as of March 31, 2025, which resulted in a reduction in the number of PRSUs and RSUs granted compared to the cancelled awards. The Compensation Committee otherwise maintained the previously approved terms of the equity awards, including the vesting period, conversion methodology, and performance periods (for PRSUs). The correction had no impact on previously issued financial statements. This CD&A and the NEO Compensation Tables in this proxy statement solely reflect the June 2025 equity awards. Outstanding New Hire Award (RSUs) – Mr. Tabak. In connection with his appointment at the Company, Mr. Tabak received a one-time award of RSUs having an aggregate grant value of $900,000, granted in four equal grant installments. The first tranche was granted in December 2022 and vested on the first anniversary of the grant date. The remaining tranches were granted in December 2023, 2024, and 2025, with each tranche vesting in two approximately equal installments on the six-month anniversary and one year anniversary from each tranche's respective grant date. The vesting of the RSUs is subject to Mr. Tabak’s continued employment on each vesting date, certain other terms of the award agreement, and the 2020 Stock Incentive Plan. Mr. Tabak was granted 15,259 RSUs on December 1, 2025, representing the fourth and final tranche of his new hire award. The number of RSUs were determined using the 60-day VWAP for the Company's common stock preceding the grant date.

  61. 2025 LTI Equity Program

    | ir.porchgroup.com | 39 |

  62. 2025 LTI Equity Program

    Outstanding PRSUs During 2025 — Excluding 2025 LTI Awards. In May 2022, The Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman and Neagle. The third tranche of these awards was forfeited due to non-attainment of performance conditions. In April 2023, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman, Tabak, and Neagle. The actual number of April 2023 PRSUs that can be earned is between 0% and 200% of target (subject to interpolation in-between) and will be earned based upon achievement of three distinct performance metrics and corresponding weightings described below. Any earned PRSUs will vest upon the Compensation Committee's determination of actual performance at the end of the three-year service period. ■Absolute Share Price CAGR (50% weighting): achievement of CAGR hurdles by maintaining (i) a 90-day average closing share price within the first 18 months or (ii) 30-day average closing share price within the last 18 months, in each case during the three-year performance period ending April 5, 2026. ■Profit - Adjusted EBITDA (25% weighting): achievement of Adjusted EBITDA goal for 2025. ■Porch Shareholder Interest Revenue (25% weighting): achievement of Porch Shareholder Interest Revenue goal for 2025. In April 2024, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman, Tabak, and Neagle. The actual number of April 2024 PRSUs that can be earned is between 0% and 200% of target (subject to interpolation in-between) and will be earned based upon achievement of three distinct performance metrics and corresponding weightings described below. Any earned PRSUs will vest upon the Compensation Committee's determination of actual performance at the end of the three-year service period. ■rTSR (33.3% weighting): based upon rTSR (as determined at end of the performance period using a 60-day trading VWAP for the Company relative to a 60-day closing average for companies in the S&P SmallCap 600 Index). ■Profit - Adjusted EBITDA (33.3% weighting): achievement of Adjusted EBITDA goal for 2026. ■Porch Shareholder Interest Revenue (33.3% weighting): achievement of Porch Shareholder Interest Revenue goal for 2026.

  63. Employment Agreements and Arrangements

    Employment Agreements and Arrangements CEO, CFO, and COO Employment Agreements. The Compensation Committee approved Company employment agreements for Messrs. Ehrlichman and Neagle in February 2022 and for Mr. Tabak in November 2022. The Compensation Committee believes these agreements improve our ability to attract and retain qualified executives by establishing key terms of employment and providing severance benefits for long-term security. Certain of the provisions included in the employment agreements, including provisions regarding severance, were benchmarked against other companies in our peer group in order to provide reasonable, market-based terms. The employment agreements do not provide for guaranteed salary increases, earned bonuses, or equity awards. Further, the employment agreements provide for double-trigger equity acceleration upon a change in control for qualifying terminations, except in limited circumstances if any equity awards are not assumed in the transaction. The Compensation Committee believes that double-trigger equity acceleration benefits are appropriate to mitigate the uncertainty that executive officers can experience while the possibility of a change in control exists and incentivize them to remain with the Company through the change in control event. The severance benefits in such agreements are subject to compliance with restrictive covenants, including non-competition, non-solicitation, assignment of proprietary rights, and confidentiality. See "NEO Compensation Tables—Employment Agreements" for a description of the material terms of the employment agreements, including specified payments in connection with certain termination events and upon a change in control.

  64. Other Compensation Practices and Policies

    Other Compensation Practices and Policies Stock Ownership. We strongly encourage our executives to hold an equity interest in our Company. Each of our executive officers is required to build and maintain their share ownership to the levels listed below within a period of five years of the later of March 23, 2021 (the effective date of the guidelines) or date the person became an executive officer subject to Section 16 of the Exchange Act. ■CEO: 6x current base salary ■Other NEOs: 2x current base salary Shares owned outright and shares from unvested time-based RSUs will count toward the ownership goals, while shares associated with PRSU and unexercised stock options do not count toward compliance with the policy. We believe the stock ownership policy will contribute to the retention of shares by our executive officers. All NEOs have met or are on track to be in compliance with the stock ownership guidelines within the requisite time frame. In the event that the ownership goals are not achieved within the applicable five-year period, the executive officer would be required to hold 50% of net profits shares issued upon exercise of stock options or settlement of RSUs and PRSUs as applicable (in each case, after payment of any applicable withholding tax obligations) until the required ownership guideline is reached.

  65. How Compensation is Determined

    | Role of CEO & Management | In determining the compensation of NEOs other than Mr. Ehrlichman, the Compensation Committee receives input from Mr. Ehrlichman, the Compensation Committee's independent compensation consultant, and human resources leadership. Mr. Ehrlichman, as founder and CEO of Porch, has the most involvement and knowledge of the Company’s business goals, strategies, performance, and overall effectiveness of the senior management team and each person’s individual contribution to the Company's performance. Other key leaders, most notably the Company’s VP of People and Mr. Neagle, provide valuable context on the Company’s human capital management efforts as well as an understanding of peer and general market practices regarding compensation. Management also provides the Compensation Committee with information regarding the individual’s experience, current performance, potential for advancement, and other subjective factors. No NEO participates in the final deliberations by the Committee with respect to such person’s own compensation. | | Role of Compensation Committee | As detailed further above, the Compensation Committee establishes the compensation of our NEOs after reviewing: individual performance for continuing NEOs; scope of role; skills, experience, and criticality to the business; internal pay equity; benchmarking market data; and other factors it deems relevant. It also has used similar considerations to negotiate employment, transition, and separation agreements with our NEOs. The Compensation Committee works with management to set the agenda for its regular meetings. The Compensation Committee also has special meetings and informal meetings and meets regularly in executive session to discuss compensation issues generally outside the presence of management, as well as to review the performance and determine the compensation of Mr. Ehrlichman. The Compensation Committee also regularly consults with its external advisors, including its compensation consultant and legal counsel. | | Role of Independent Consultants | The Compensation Committee engaged WTW as its independent compensation consultant beginning in May 2021 and continues to engage WTW. Representatives of WTW are invited to attend all Compensation Committee meetings. WTW provided recommendations on an appropriate peer group, assisted in the evaluation of 2025 target compensation setting, and reviewed and discussed alternatives for the design and implementation of the 2025 NEO compensation programs. |

  66. Competitive Positioning

    Competitive Positioning Peer Group Selection. With guidance from WTW, the Compensation Committee annually evaluates our peer group to ensure its continued relevance. This assessment considers industry classification, financial scale — specifically revenue and market capitalization — and our evolving strategic direction. Our peer group is comprised of publicly-traded companies on a

  67. Competitive Positioning

    | 42 | 2026 Proxy Statement |

  68. Competitive Positioning

    major U.S. national securities exchange, with no bankruptcies or delistings within the last three years, that meet the following criteria: ■Operate within the Insurance, Software and Services, or related industries ■Annual revenues between approximately 0.5 - 2.5x our annual revenues ■Market capitalization of approximately 0.3 - 3.0x our market capitalization The Compensation Committee may also include companies that narrowly miss the quantitative screening criteria but are otherwise strong candidates for inclusion based on competition for executive talent. 2025 Peer Group. Based on discussions with WTW, the Compensation Committee determined that the following companies were comparable for purposes of evaluating our 2025 compensation program for NEOs:

  69. Competitive Positioning

    | ■Agilysys, Inc. ■Blend Labs, Inc. ■Domo, Inc. ■Eventbrite, Inc. ■EverQuote, Inc. ■Fathom Holdings Inc. | ■Goosehead Insurance, Inc. ■HCI Group, Inc. ■Hippo Holdings, Inc. ■Lemonade, Inc. ■Liquidity Services, Inc. ■LivePerson, Inc. | ■NI Holdings, Inc. ■PROS Holdings, Inc. ■PubMatic, Inc. ■QuinStreet, Inc. ■Root, Inc. ■TrueCar, Inc. |

  70. No Excise Tax Gross-Ups

    No Excise Tax Gross-Ups If a company makes “parachute payments,” Section 280G of the Internal Revenue Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments,” and Section 4999 of the Internal Revenue Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceeds one times the payee’s base amount. Section 162(m) of the Internal Revenue Code denies a deduction to any publicly held corporation for compensation paid to certain covered employees in a taxable year to the extent such compensation exceeds $1,000,000. For this purpose, a covered employee generally means our CEO, our two highest compensated officers (other than our CEO), and certain former officers of the Company. In order to maintain flexibility, the Compensation Committee retains the authority to authorize compensation that may not be deductible if the Compensation Committee believes doing so is in the best interests of the Company. The CEO, CFO, and COO employment agreements and the Company’s equity incentive plans (including the award agreements) may entitle our NEOs to receive payments in connection with a change in control that may result in excess parachute payments. However, the Company is not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who receives excess parachute payments.

  71. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows information regarding the compensation of our NEOs during the fiscal year ended December 31, 2025, and, to the extent required by SEC disclosure rules, the fiscal years ended December 31, 2024 and 2023. As discussed above, the CEO's total cash compensation has experienced modest base salary increases, with a strong emphasis placed on performance-based compensation components including annual performance incentives and long-term incentives in the form of PRSUs that only vest upon the achievement of robust financial metrics. When making compensation decisions, the Compensation Committee focuses on target total direct compensation (base plus target bonus plus target long-term incentives), which has been significantly below the values disclosed in the Summary Compensation Table for 2025. For a comparison between the accounting values disclosed below to the target grant values used by the Compensation Committee, please refer to "Difference Between Target Grant Value and Grant Date Fair Value". Additionally, a significant portion of our NEO compensation is at-risk and subject to the achievement of robust financial metrics, in an effort to align NEO compensation with driving shareholder value. Please refer to section "Compensation Mix" for further detail.

  72. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total | | Matt Ehrlichman | 2025 | 643,269 | 12,599,322 | 1,170,750 | 132,276 | 14,545,617 | | Chief Executive Officer and Chairman | 2024 | 618,269 | 11,320,415 | 797,567 | 24,327 | 12,760,578 | | | 2023 | 600,000 | 2,445,664 | 1,200,000 | 21,110 | 4,266,774 | | Shawn Tabak | 2025 | 424,616 | 1,955,230 | 463,680 | 5,720 | 2,849,246 | | Chief Financial Officer | 2024 | 404,616 | 1,674,281 | 299,627 | 3,720 | 2,382,244 | | | 2023 | 390,000 | 559,769 | 390,000 | — | 1,339,769 | | Matthew Neagle | 2025 | 468,269 | 5,619,848 | 852,250 | 5,000 | 6,945,367 | | Chief Operating Officer | 2024 | 443,269 | 4,998,212 | 571,817 | 3,000 | 6,016,298 | | | 2023 | 417,885 | 1,153,189 | 835,770 | — | 2,406,844 |

  73. 2025 Summary Compensation Table

    (1)Reflects base salary during the relevant fiscal year. For a discussion regarding changes in base salary, see “2025 NEO Compensation Programs and Target Compensation - Base Salary" within the CD&A. (2)The annual PRSU and RSU awards to NEOs in 2025 were initially granted on April 4, 2025. Subsequently, the Company identified an inadvertent calculation error related to the 60-trading day VWAP (as of March 31, 2025) of a share of common stock of the Company, which was used to calculate the number of PRSUs and RSUs for such awards. On June 25, 2025, the Compensation Committee approved the cancellation of the April 2025 equity awards and granted new PRSU and RSU awards to the NEOs in such amounts using the corrected 60-trading day VWAP as of March 31, 2025. The Compensation Committee otherwise maintained the previously approved terms of the equity awards, including the vesting period, conversion methodology, and performance periods (for PRSUs). In accordance with GAAP, the Company determined that the incremental value of the June 2025 awards was $0, and the Company is recognizing compensation expense based on the grant date fair value of the April 2025 awards because it was greater than the fair value of the awards on the modification date, which greater amount is reflected in this table. See "2025 Equity Awards - Cancellation and Re-issuance due to Inadvertent Calculation Error" within the CD&A for further discussion. (3)Includes aggregate grant date fair value of awards granted in the year indicated computed in accordance with FASB ASC Topic 718. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be realized by our NEOs upon vesting. Stock Awards consist of RSUs and PRSUs. RSUs and the portion of PRSUs based on the achievement of financial performance metrics were valued at target using the closing price of common stock of the Company on Nasdaq on the grant date. The portion of PRSUs based on share price performance or rTSR, which are considered market conditions under FASB ASC Topic 718, were valued based on the probable achievement of the underlying market conditions as of each grant date using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market conditions. If the maximum level of performance were to be achieved, the grant date fair value of the PRSUs awarded in 2025 would be: Mr. Ehrlichman: $19.2 million; Mr. Tabak: $2.8 million; and Mr. Neagle: $8.5 million. (4)Reflects amounts earned under the Company's short-term incentive bonus plan. For purposes of the 2025 Bonus Plan, Porch Shareholder Interest Revenue was approximately $418.9 million, and Adjusted EBITDA was approximately $76.6 million for the year ended December 31, 2025.This level of performance resulted in our NEOs earning 182% of their respective target bonuses under the 2025 Bonus Plan. At the Compensation Committee's discretion, the payouts under the 2025 Bonus Plan were split between a cash payment equal to the NEO's target

  74. 2025 Summary Compensation Table

    | ir.porchgroup.com | 45 |

  75. 2025 Summary Compensation Table

    amount and common stock, the number of which was determined based on the closing price of the Company’s common stock on the grant date, covering the remainder of the earned bonus. Mr. Ehrlichman received $643,269 in cash and $527,481 in shares of common stock; Mr. Neagle received $468,269 in cash and $383,981 in shares of common stock; and Mr. Tabak received $254,769 in cash and $208,911 in shares of common stock. (5)In 2025, the Company reimbursed Mr. Ehrlichman $126,556 for personal legal expenses and filing fees relating to SEC reporting and antitrust filing obligations in connection with his purchase of Company shares. See “CD&A - Perquisites” for further information. Additionally, Mr. Ehrlichman received Company matching 401(k) contributions and a stipend for business-related home internet use.

  76. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The table below includes information relating to awards under our 2025 Bonus Plan and 2025 LTI Equity Program made to our NEOs for the fiscal year ended December 31, 2025. All equity awards in 2025 were granted pursuant to the 2020 Stock Plan.

  77. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Matt Ehrlichman | | BP | 96,490 | 643,269 | 1,286,539 | | | | | | | | 4/4/25 | PRSU | | | | 145,556 | 291,111 | 582,222(4) | | 1,641,866 | | | 4/4/25 | PRSU | | | | 145,556 | 291,112 | 1,455,560(5) | | 1,641,872 | | | 4/4/25 | PRSU | | | | 145,556 | 291,112 | 1,455,560(6) | | 7,673,712 | | | 4/4/25 | RSU | | | | | | | 291,112 | 1,641,872 | | Shawn Tabak | | BP | 38,215 | 254,769 | 509,539 | | | | | | | | 4/4/25 | PRSU | | | | 20,943 | 41,886 | 83,772(4) | | 236,237 | | | 4/4/25 | PRSU | | | | 20,944 | 41,887 | 209,435(5) | | 236,243 | | | 4/4/25 | PRSU | | | | 20,944 | 41,887 | 209,435(6) | | 1,104,141 | | | 4/4/25 | RSU | | | | | | | 41,887 | 236,243 | | | 12/1/25 | RSU | | | | | | | 15,259 | 142,366 | | Matthew Neagle | | BP | 70,240 | 468,269 | 936,539 | | | | | | | | 4/4/25 | PRSU | | | | 64,924 | 129,848 | 259,696(4) | | 732,343 | | | 4/4/25 | PRSU | | | | 64,924 | 129,848 | 649,240(5) | | 732,343 | | | 4/4/25 | PRSU | | | | 64,925 | 129,849 | 649,245(6) | | 3,422,820 | | | 4/4/25 | RSU | | | | | | | 129,848 | 732,343 |

  78. 2025 Grants of Plan-Based Awards

    (1)Represents potential threshold, target, and maximum payouts under the 2025 Bonus Plan for Messrs. Ehrlichman, Tabak, and Neagle. The bonus opportunity under the 2025 Bonus Plan was earned based upon performance goals specifying achievement levels of two objective Company performance goals, Porch Shareholder Interest Revenue and Adjusted EBITDA. This performance-based 2025 bonus program has a threshold and maximum bonus opportunity of 30% and 200%, respectively, of the applicable target bonus. The combined achievement may be modified downward by as much as one-half if the Reciprocal's year-end risk-based capital falls below a pre-established threshold. (2)The RSUs granted to Messrs. Ehrlichman, Tabak, and Neagle will vest 25% on April 4, 2026, and thereafter semiannually in equal increments over the next 36 months, subject to each individual’s employment or service with the Company in accordance with applicable award and employment agreements. The RSU award granted to Mr. Tabak on December 1, 2025, represents the fourth and final installment of his one-time new hire award having an aggregate grant date value of $900,000 that has been granted in four installments. This fourth installment vests semiannually over one year, subject to Mr. Tabak's continued employment in accordance with his award and employment agreements. (3)The annual PRSU and RSU awards to NEOs in 2025 were initially granted on April 4, 2025. Subsequently, the Company identified an inadvertent calculation error related to the 60-trading day VWAP (as of March 31, 2025) of a share of common stock of the Company, which was used to calculate the number of PRSUs and RSUs for such awards. On June 25, 2025, the Compensation Committee approved the cancellation of the April 2025 equity awards and granted new PRSU and RSU awards to the NEOs in such amounts using the corrected 60-trading day VWAP as of March 31, 2025. The Compensation Committee otherwise maintained the previously approved terms of the equity awards, including the vesting period, conversion methodology, and performance periods (for PRSUs). In accordance with GAAP, the Company determined that the incremental value of the June 2025 awards was $0, and the Company is recognizing compensation expense based on the grant date fair value of the April 2025 awards because it was greater than the fair value of the awards on the modification date, which greater amount is reflected in this table. See "2025 Equity Awards - Cancellation and Re-issuance due to Inadvertent Calculation Error" within the CD&A for further discussion. Each amount reported in this column represents the grant date fair value of the applicable award which was determined pursuant to FASB ASC Topic 718. RSUs granted during the year and the portion of PRSUs granted during the year based on financial performance metrics were valued at target based on the closing stock price on the date of grant. The portion of PRSUs based on market conditions were valued based on the probable achievement of the underlying market conditions as of the date of grant using a Monte Carlo simulation. The actual amounts that will be received by our NEOs with respect to these market and/or performance-based awards will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was deemed probable at the date of grant. The Monte Carlo pricing model assumptions were as follows:

  79. 2025 Grants of Plan-Based Awards

    | 46 | 2026 Proxy Statement |

  80. 2025 Grants of Plan-Based Awards

    | Grant Date | Expected Term (years) | Risk-Free Interest Rate (%) | Expected Volatility (%) | Assumed Annual Dividend Rate (% of grant date closing price) | | 4/4/2025 | 3.0 | 3.7% | 127.8% | 0.0% |

  81. 2025 Grants of Plan-Based Awards

    (4)This amount represents the 1/3 portion of the target PRSU awards granted to each of our NEOs in April 2025 that may be earned and vested based on achieving the Porch Shareholder Interest Revenue goals for the year ending December 31, 2027. The threshold opportunity is 50% of the target number of PRSUs and the maximum payout opportunity is 200% of the target number of PRSUs. (5)This amount represents the 1/3 portion of the target PRSU awards granted to each of our NEOs in April 2025 that may be earned and vested based on achieving Adjusted EBITDA goals for the year ending December 31, 2027. The threshold opportunity is 50% of the target number of PRSUs and the maximum payout opportunity is 500% of the target number of PRSUs based on achieving the exceptional performance goals for Adjusted EBITDA. See "2025 LTI Program - 2025 Exceptional Performance Hurdles" within the CD&A for further discussion. (6)This amount represents the 1/3 portion of the target PRSU awards granted to each of our NEOs in April 2025 that may be earned and vested based on achieving rTSR goals for the performance period of April 1, 2025 to December 31, 2027. Company TSR will be measured against the TSR of the S&P SmallCap 600 Index during the performance period. The threshold opportunity is 50% of the target number of PRSUs and the maximum payout opportunity is 500% of the target number of PRSUs based on achieving the exceptional performance goals for rTSR. See "2025 LTI Program - 2025 Exceptional Performance Hurdles" within the CD&A for further discussion.

  82. 2025 Grants of Plan-Based Awards

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  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding the outstanding stock options and stock awards held by each of our NEOs as of December 31, 2025.

  84. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Matthew Ehrlichman | 3/23/2017 | 3/22/2017 | 281,856(1) | 1.92 | 3/22/2027 | — | — | — | — | | | 3/23/2017 | 5/19/2017 | 281,856(1) | 1.92 | 3/22/2027 | — | — | — | — | | | 10/18/2018 | 9/12/2018 | 1,328,468(1) | 2.73 | 10/17/2028 | — | — | — | — | | | 6/5/2020 | 3/31/2020 | 23(2) | 3.30 | 6/4/2030 | — | — | — | — | | | 5/20/2022 | 4/1/2022 | — | — | — | 26,394(4) | 240,977(6) | — | — | | | 4/7/2023 | 4/5/2023 | — | — | — | 218,560(4) | 1,995,453(6) | — | — | | | 4/5/2024 | 4/5/2024 | — | — | — | 325,420(4) | 2,971,085(6) | — | — | | | 4/4/2025 | 4/4/2025 | — | — | — | 291,112(4) | 2,657,853(6) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | 1,748,474(7) | 15,963,568(6) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 1,562,017(8) | 14,261,215(6) | | | 4/4/2025 | 4/4/2025 | — | — | — | — | — | 873,335(9) | 7,973,549(6) | | Shawn Tabak | 4/7/2023 | 4/5/2023 | — | — | — | 15,498(4) | 141,497(6) | — | — | | | 4/5/2024 | 4/5/2024 | — | — | — | 39,533(4) | 360,936(6) | — | — | | | 4/4/2025 | 4/4/2025 | — | — | — | 41,887(4) | 382,428(6) | — | — | | | 12/1/2025 | 12/1/2025 | — | — | — | 15,259(5) | 139,315(6) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | 123,983(7) | 1,131,965(6) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 189,756(8) | 1,732,472(6) | | | 4/4/2025 | 4/4/2025 | — | — | — | — | — | 125,660(9) | 1,147,276(6) | | Matthew Neagle | 6/6/2018 | 4/1/2018 | 12(1) | 2.07 | 6/5/2028 | — | — | — | — | | | 6/5/2020 | 3/1/2020 | 1,291(2) | 3.30 | 6/4/2030 | — | — | — | — | | | 4/22/2021 | 12/31/2020 | 4,969(3) | 13.23 | 4/21/2031 | — | — | — | — | | | 5/20/2022 | 4/1/2022 | — | — | — | 26,394(4) | 240,977(6) | — | — | | | 4/7/2023 | 4/5/2023 | — | — | — | 103,319(4) | 943,302(6) | — | — | | | 4/5/2024 | 4/5/2024 | — | — | — | 144,632(4) | 1,320,490(6) | — | — | | | 4/4/2025 | 4/4/2025 | — | — | — | 129,848(4) | 1,185,512(6) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | 826,551(7) | 7,546,411(6) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | 694,230(8) | 6,338,320(6) | | | 4/4/2025 | 4/4/2025 | — | — | — | — | — | 389,545(9) | 3,556,546(6) |

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)This option vested 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/36th monthly increments. (2)This option vested 25% on the vesting commencement date, 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/36th monthly increments. (3)This option vested 25% on the vesting commencement date, 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/35th monthly increments. (4)This stock award vests 25% on the first anniversary of the vesting commencement date and the remaining semiannually over three years. (5)This stock award vests semiannually over one year. (6)This value is calculated by multiplying the number of shares subject to this award by $9.13, the closing stock price of a share of Company common stock on December 31, 2025. (7)This stock award vests in 2026 based on the achievement of three distinct performance metrics, 50% based on Absolute Share Price CAGR, 25% based on Porch Shareholder Interest Revenue, and 25% based on Incentive Plan Adjusted EBITDA. The actual number of PRSUs that can be earned is between 0% and 200% of the target number of PRSUs. The number of unearned shares reported in these columns reflect the number of PRSUs that would be earned assuming achievement of target performance goals. (8)This stock award vests in 2027 based on the achievement of three distinct performance metrics, 33.3% based on Porch Shareholder Interest Revenue, 33.3% based on Incentive Plan Adjusted EBITDA, and 33.3% based on rTSR. The actual number of PRSUs that can be earned is

  86. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 48 | 2026 Proxy Statement |

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    between 0% and 200% of the target number of PRSUs. The number of unearned shares reported in these columns reflect the number of PRSUs that would be earned assuming achievement of target performance goals. (9)This stock award vests in 2028 based on the achievement of three performance metrics, 33.3% based on Porch Shareholder Interest Revenue, 33.3% based on Incentive Plan Adjusted EBITDA, and 33.3% based on rTSR. The actual number of PRSUs that can be earned is between 0% and 400% of the target number of PRSUs. The overall maximum of 400% of the target number of PRSUs is based on the opportunity to receive up to 200% of the target number of PRSUs for the 33.3% portion of the award based on Porch Shareholder Interest Revenue and the opportunity to receive up to 500% of the target number of PRSUs for each of the 33.3% portions based on Incentive Plan Adjusted EBITDA and rTSR. The number of unearned shares reported in these columns reflect the number of PRSUs that would be earned assuming achievement of target performance goals.

  88. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested The following table reflects, for each of our NEOs, the number of option exercises and the number of RSUs vested during the fiscal year ended December 31, 2025. There were no PRSUs that vested for our NEOs during the fiscal year ended December 31, 2025.

  89. 2025 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Matthew Ehrlichman | — | — | 393,745 | 4,128,550 | | Shawn Tabak | — | — | 122,973 | 1,170,449 | | Matthew Neagle | 21,118 | 238,373 | 208,445 | 2,234,840 |

  90. 2025 Options Exercised and Stock Vested

    (1)Represents the gross number of shares acquired upon the exercise of stock options. (2)Represents the value of exercised stock options calculated by multiplying (i) the number of shares of the Company's common stock to which the exercise of the option related by (ii) the difference between the market price of the Company's common stock at exercise and the exercise price of the options. (3)Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares that may be withheld to satisfy applicable tax obligations. (4)Represents the value of vested RSUs calculated by multiplying the gross number of vested RSUs by the closing price of the Company’s common stock on Nasdaq on the vest date.

  91. Pension Benefits

    Pension Benefits The Company does not sponsor or maintain any defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement of its employees, including our NEOs.

  92. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not sponsor or maintain any nonqualified deferred compensation plans.

  93. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table estimates the potential payments and benefits to our NEOs upon termination of employment or a change of control, assuming such event occurs on December 31, 2025. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs. Other Notes Applicable to Table. The 2020 Stock Plan provides for the acceleration of vesting of equity awards under specified circumstances noted above. The table reflects the intrinsic value of such acceleration based on the closing price of the common stock on Nasdaq on December 31, 2025 ($9.13). The table does not reflect the intrinsic value of vested stock option awards, which awards are set forth in "Outstanding Equity Awards at 2025 Fiscal Year-End." The Compensation Committee or Board has discretion to accelerate the vesting of equity awards under the 2020 Stock Plan to the extent not expressly set forth above. The table assumes that neither the Compensation Committee nor the Board utilize such discretion. For a termination following a change in control, the table below assumes the change in control event and the termination event each occur as of December 31, 2025.

  94. Potential Payments Upon Termination or Change of Control

    | Executive | Qualifying Termination of Employment(1) | Qualifying Termination within 12 Months Following a Change in Control(2) | Change in Control(3) | | Matthew Ehrlichman | $43,295,901 | $47,404,867 | $47,404,867 | | Shawn Tabak | $5,261,384 | $5,764,137 | $5,764,137 | | Matthew Neagle | $20,275,052 | $22,122,726 | $22,122,726 |

  95. Potential Payments Upon Termination or Change of Control

    (1) For purposes of this column, “qualifying termination of employment” refers to a termination of employment by the Company or any subsidiary without cause or a termination by the executive for good reason. For each of our NEOs, the figures reflect the value of cash severance equal to 12 months of annual base salary, the annual target bonus, the cost of COBRA coverage, the value of RSU awards that would have vested within 12 months following termination, and the value of all PRSU awards as described under Vesting of PRSUs – Termination of Employment above. For our PRSU awards, the Company has assumed performance goals applicable to each award are satisfied at target prior to the end of each applicable performance period. (2) For purposes of this column, the Company has assumed that the outstanding equity awards have been assumed or substituted by the successor or acquirer in connection with the change in control event. “Qualifying Termination” for purposes of this column refers to a termination of employment by the Company or any subsidiary without cause or a termination by the executive for good reason. For each of our NEOs, the figures reflect the values noted in footnote (1) with the exception of the value of RSU awards in that we are including the value of accelerated vesting of all outstanding RSU awards pursuant to the terms of the applicable award agreements.

  96. Potential Payments Upon Termination or Change of Control

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  97. Potential Payments Upon Termination or Change of Control

    (3) For purposes of this column, the Company has assumed that the outstanding equity awards were not assumed or substituted by the successor or acquirer in connection with the change in control event. For each of our NEOs, the figures reflect the values noted in footnote (1) with the exception of the value of RSU awards in that we are including the value of accelerated vesting of all outstanding RSU awards pursuant to the terms of the applicable award agreements.

  98. CEO Pay Ratio

    CEO Pay Ratio Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. This information is being provided for compliance purposes only. Neither the Compensation Committee nor management of the Company used the pay ratio in making compensation decisions for 2025. The median employee was selected from a group of 802 full-time and part-time employees, excluding the CEO, who were active as of December 31, 2025. In identifying our median employee, we used the base salary of each employee for the 12-month period that ended on December 31, 2025, plus any earned commissions and overtime, all of which was obtained from internal payroll records and annualized for new hires during 2025. We did not include independent contractors or leased workers in the employee population for purposes of making our determination. As disclosed in the Summary Compensation Table, the 2025 annual total compensation, as determined under Item 402 of Regulation S-K, for our CEO was $14,545,617. The 2025 annual total compensation, as determined under Item 402 of Regulation S-K, for our median employee was $97,850, representing a business unit U.S. exempt level employee. For the purpose of determining the following compensation ratio, the median employee compensation was annualized because they joined the Company during 2025. Based on the foregoing, the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for 2025 is 149 to 1. Given the different methodologies, estimates, adjustments, and other assumptions that public companies utilize to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.

  99. CEO Pay Ratio

    | 52 | 2026 Proxy Statement |

  100. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid ("CAP") and certain financial performance measures of the Company, in accordance with Item 402(v) of Regulation S-K. Please see the CD&A for an overview of our compensation philosophy, objectives, processes, and components of our Principal Executive Officer ("PEO") and other NEO compensation program, including how the Compensation Committee structures our NEO compensation program to motivate and reward the achievement of performance-based financial goals that align with our operational and strategic objectives. The SEC-defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee has not used or considered CAP in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in the values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the CD&A, the PRSUs are subject to multi-year performance conditions tied to objective performance metrics, and all of the RSUs, PRSUs, and stock options are subject to time vesting conditions or holding periods. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards are earned (in the case of PRSUs) and fully vest (or thereafter upon exercise, in the case of outstanding stock options).

  101. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Company Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income (Loss) (in thousands) ($)(6) | Adjusted EBITDA (Loss) (in thousands) ($)(7) | | 2025 | 14,545,617 | 36,786,422 | 4,897,307 | 11,528,995 | 64 | 248 | 15,318 | 76,604 | | 2024 | 12,760,578 | 22,388,040 | 4,199,271 | 6,945,312 | 34 | 201 | (32,829) | 7,171 | | 2023 | 4,266,774 | 9,047,023 | 1,873,307 | 3,318,178 | 22 | 148 | (133,933) | (44,514) | | 2022 | 13,583,222 | (5,051,506) | 896,705 | (1,798,741) | 13 | 95 | (156,559) | (49,601) | | 2021 | 1,272,840 | 12,645,437 | 5,272,339 | 3,812,619 | 109 | 133 | (106,606) | (24,020) |

  102. Pay Versus Performance

    (1)We have never sponsored or maintained any defined benefit or actuarial pension plans. Therefore no pension value adjustments were made to the compensation actually paid amounts set forth in the table above. The Company has not paid nor accrued any dividends on equity awards in any applicable year. (2)The dollar amounts reported in the table are the amounts of total compensation reported for Mr. Ehrlichman and the average amounts of total compensation reported for the other NEOs as a group, as listed in footnote (4), for each corresponding year in the "Total" column of the Summary Compensation Table, as applicable. See "NEO Compensation Tables—2025 Summary Compensation Table." (3)The PEO reported in the table represents Mr. Ehrlichman for all five years shown, and the other NEOs as a group represents Messrs. Neagle and Heimbinger for 2021, Messrs. Tabak, Neagle, and Heimbigner for 2022, and Messrs. Tabak and Neagle for years 2023, 2024, and 2025. The dollar amounts reported represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ehrlichman or the other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides the adjustments that were made to Mr. Ehrlichman’s and the other NEOs' total compensation for 2025 to determine the CAP.

  103. Pay Versus Performance

    | | Fiscal Year 2025 | | | | PEO ($) | Non-PEO NEOs ($) | | Summary Compensation Table Total | 14,545,617 | 4,897,307 | | Adjustments: (a) | | | | Less Reported Value of Equity Awards (b) | (12,599,322) | (3,787,539) | | Plus Value of Outstanding and Unvested Awards Granted During the Year | 18,299,291 | 5,467,302 | | Plus Change in Value of Outstanding and Unvested Awards Granted in Prior Years | 14,437,885 | 4,064,568 | | Plus Value as of Vesting Date of Awards Granted and Vested During the Year | — | — | | Plus Change in Value of Awards Granted in Prior Years and Vested During the Year | 2,191,325 | 887,357 | | Minus Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions During the Year | (88,374) | — | | Compensation Actually Paid (CAP) | $36,786,422 | $11,528,995 |

  104. Pay Versus Performance

    (a) The fair values of RSUs and PRSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates in accordance with FASB ASC 718, consistent with the approach used to value the awards at the grant

  105. Pay Versus Performance

    | ir.porchgroup.com | 53 |

  106. Pay Versus Performance

    date as described in our Form 10-K. In accordance with Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards were remeasured as of the end of each year, and as of each vesting date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the grant date. Any material changes to the RSU, PRSU, and stock option fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates, and for PRSUs, updated estimates for performance outcomes. (b) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for the applicable year. (4)Assumes an investment of $100 was made in the Company's common stock on December 31, 2020, the last trading day before the Company's earliest year in the table, and measures cumulative TSR from that date through and including December 31 of the most recent fiscal year. Historical stock performance is not necessarily indicative of future stock performance. (5)Assumes an investment of $100 was made in the S&P 500 IT Index on December 31, 2020, and measures cumulative TSR from that date through and including December 31 of the most recent fiscal year. (6)Reflects the Company's Net Income (Loss) as reported in our financial statements for the specified year. (7)Reflects the Company's Adjusted EBITDA (Loss) as reported in our financial statements for the specified year.

  107. Pay versus Performance Description of Relationships

    Pay versus Performance Description of Relationships The graphs below show the relationship of CAP for our PEO and other NEOs as a group in 2025, 2024, 2023, 2022, and 2021 to: (1) Adjusted EBITDA (Loss); (2) TSR of both our Company and Peer Group; and (3) Net Income (Loss).

  108. Pay versus Performance Description of Relationships

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  109. Pay versus Performance Description of Relationships

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  110. Tabular List of Performance Measures

    | MOST IMPORTANT PERFORMANCE MEASURES TO DETERMINE 2025 COMPENSATION ACTUALLY PAID | | | | | Adjusted EBITDA (Loss) | Relative Total Shareholder Return | Porch Shareholder Interest Revenue | Reciprocal Health Modifier |