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Porch Group Inc

For the period ended Dec 31, 2023. Filed Mar 15, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 15, 2024

PRCH$20.64+4.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
PART I
Item 1. Business5
Item 1A. Risk Factors12
Item 1B. Unresolved Staff Comments44
Item 1C. Cybersecurity44
Item 2. Properties45
Item 3. Legal Proceedings45
Item 4. Mine Safety Disclosures45
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46
Item 6. Reserved47
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk62
Item 8. Financial Statements and Supplementary Data63
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure121
Item 9A. Controls and Procedures121
Item 9B. Other Information124
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections124
PART III
Item 10. Directors, Executive Officers and Corporate Governance125
Item 11. Executive Compensation125
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters125
Item 13. Certain Relationships and Related Transactions, and Director Independence125
Item 14. Principal Accountant Fees and Services125
PART IV
Item 15. Exhibits and Financial Statement Schedules126
Signatures130

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (this “Annual Report”) and the documents incorporated herein by reference contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although we, Porch Group, Inc., believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believe,” “estimate,” “expect,” “project,” “forecast,” “may,” “will,” “should,” “seek,” “plan,” “scheduled,” “anticipate,” “intend,” or similar expressions.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. Unless specifically indicated otherwise, the forward-looking statements in this Annual Report do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing. You should understand that the following important factors, among others, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

expansion plans and opportunities, and managing growth, to build a consumer brand;

the incidence, frequency, and severity of weather events, extensive wildfires, and other catastrophes;

economic conditions, especially those affecting the housing, insurance, and financial markets;

expectations regarding revenue, cost of revenue, operating expenses, and the ability to achieve and maintain future profitability;

existing and developing federal and state laws and regulations, including with respect to insurance, warranty, privacy, information security, data protection, and taxation, and management’s interpretation of and compliance with such laws and regulations;

our reinsurance program, which includes the use of a captive reinsurer, the success of which is dependent on a number of factors outside management’s control, along with reliance on reinsurance to protect against loss;

the uncertainty and significance of the known and unknown effects on our insurance carrier subsidiary, Homeowners of America Insurance Company (“HOA”), and us due to the termination of a reinsurance contract following the fraud committed by Vesttoo Ltd. (“Vesttoo”), including, but not limited to, the outcome of Vesttoo’s Chapter 11 bankruptcy proceedings; our ability to successfully pursue claims arising out of the fraud, the costs associated with pursuing the claims, and the timeframe associated with any recoveries; HOA's ability to obtain and maintain adequate reinsurance coverage against excess losses; HOA’s ability to stay out of regulatory supervision and maintain its financial stability rating; and HOA’s ability to maintain a healthy surplus;

uncertainties related to regulatory approval of insurance rates, policy forms, insurance products, license applications, acquisitions of businesses, or strategic initiatives, including the reciprocal restructuring, and other matters within the purview of insurance regulators;

reliance on strategic, proprietary relationships to provide us with access to personal data and product information, and the ability to use such data and information to increase transaction volume and attract and retain customers;

the ability to develop new, or enhance existing, products, services, and features and bring them to market in a timely manner;

changes in capital requirements, and the ability to access capital when needed to provide statutory surplus;

our ability to timely repay our outstanding indebtedness;

the increased costs and initiatives required to address new legal and regulatory requirements arising from developments related to cybersecurity, privacy, and data governance and the increased costs and initiatives to protect against data breaches, cyber-attacks, virus or malware attacks, or other infiltrations or incidents affecting system integrity, availability, and performance;

retaining and attracting skilled and experienced employees;

costs related to being a public company; and

other risks and uncertainties discussed in “Item 1A. Risk Factors,” in this Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2023, and elsewhere in this report, as well as those discussed in subsequent reports filed with the Securities and Exchange Commission (“SEC”), all of which are available on the SEC’s website at www.sec.gov.

We caution you that the foregoing list may not contain all of the risks to forward-looking statements made in this Annual Report on Form 10-K.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in Item 1A, “Risk Factors,” and elsewhere in this Annual Report on Form 10-K. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

NOTE REGARDING INDUSTRY AND MARKET DATA

This Annual Report on Form 10-K contains market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts included in this report may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed in “Item 1A. Risk Factors,” contained in this Annual Report. Accordingly, investors should not place undue reliance on this information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.