Porch Group, Inc.

As a publicly traded company, we have relied on convertible debt as our primary source of capital. As of September 30, 2026, we had $467.3 million of aggregate principal amount outstanding in convertible notes.

Based on our current operating and growth plan, management believes cash and cash equivalents and liquid investments at September 30, 2026, are sufficient to finance our operations, planned capital expenditures, working capital requirements, and debt service obligations for at least the next 12 months. As our operations evolve and we continue our growth strategy, including through acquisitions, we may elect or need to obtain alternative sources of capital, and we may finance additional liquidity needs in the future through one or more equity or debt financings. We may not be able to obtain equity or additional debt financing in the future when needed or, if available, the terms may not be satisfactory to us or could be dilutive to our stockholders.

On October 13, 2026, we entered into a Stock and Membership Interest Purchase Agreement pursuant to which our wholly owned subsidiary, Homeowners of America Holding Corporation (“HOA Holdco”), will acquire Allied Underwriters, LLC, and Lonestar Lagniappe Reinsurance Holdings, LLC, for approximately $95.0 million payable at closing, and the Reciprocal will acquire Allied Trust Insurance Company for approximately $105.0 million, consisting of $55.0 million in cash payable at closing and $50.0 million payable in approximately equal monthly installments over the twelve-month period following closing, or earlier at the Reciprocal’s discretion. The amounts payable at closing are subject to adjustment for closing indebtedness and, in the case of the Reciprocal, Allied Trust Insurance Company’s statutory surplus, and the transaction is subject to customary closing conditions. The transaction has not closed as of the date these condensed consolidated financial statements were issued and, accordingly, no amounts related to the acquisition have been recognized in our condensed consolidated financial statements as of September 30, 2026, other than an immaterial amount of professional fees. The closing will not occur earlier than January 1, 2027, and we currently expect the acquisition to close in the first quarter of 2027.

HOA Holdco may elect to satisfy up to $20.0 million of its closing consideration in newly issued shares of our common stock, with the balance payable in cash, and the Reciprocal may elect to satisfy up to $50.0 million of its deferred installment payments with shares of our common stock from its existing holdings. The number of shares will be based on the Nasdaq closing price on the business day preceding the applicable payment date. A significant portion of the value of the shares of our common stock currently held by the Reciprocal is treated as a non-admitted asset in the Reciprocal’s statutory filings. Shares of our common stock currently held by the Reciprocal are not entitled to vote or be counted for quorum purposes under Delaware law. Upon transfer to the seller, those shares will no longer be subject to such restrictions. The number of shares deliverable is not determinable at this time and will depend on the trading price of our common stock on the applicable determination dates and on whether HOA Holdco or the Reciprocal elects to pay cash in lieu of shares.

We may, at any time and from time to time, seek to retire or purchase our outstanding debt or equity through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We incurred net losses historically, resulting in an accumulated deficit of $637.7 million at September 30, 2026, and $648.3 million at December 31, 2025.

Porch Group, Inc. is a holding company that transacts the majority of its business through operating subsidiaries, including subsidiaries that are involved in providing reinsurance and management services for the Reciprocal which is an insurance carrier. Consequently, our ability to pay dividends and expenses is largely dependent on dividends or other distributions from our subsidiaries. The insurance industry is highly regulated, and insurance businesses are restricted by statute as to the amount of dividends they may pay without the prior approval of regulatory authorities.

Cash and Investments

The following table provides the components of cash and cash equivalents, restricted cash and cash equivalents, and investments.

(1)Excludes 2.1 million shares of common stock held by our wholly owned captive reinsurance business.

(2)Excludes 16.2 million shares of common stock held by the Reciprocal.

(3)See Note 1 in the unaudited Notes to Condensed Consolidated Financial Statements for a description of the nature of restrictions.

Financing

2026 Convertible Senior Unsecured Notes

During the third quarter of 2026, we used approximately $7.8 million of cash to repay the entire outstanding principal amount, and accrued interest, of our 2026 Notes. The 2026 Notes matured on September 15, 2026, and were settled entirely in cash, with no shares of common stock issued. Following the repayment, no 2026 Notes remained outstanding as of September 30, 2026.

2028 Convertible Senior Secured Notes

As of September 30, 2026, the outstanding principal was $333.3 million on our 6.75% Convertible Senior Secured Notes due in 2028 (the “2028 Notes”). The 2028 Notes are convertible into cash, shares of common stock, or a combination of cash and shares of common stock at our election at an initial conversion rate of 39.9956 shares of common stock per one thousand dollars principal amount of the 2028 Notes, which is equivalent to an initial conversion price of approximately $25.00 per share. The 2028 Notes will mature on October 1, 2028, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding July 1, 2028, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2028 Notes will be convertible at the option of the holders at any time regardless of these conditions.

2030 Convertible Senior Unsecured Notes

As of September 30, 2026, the outstanding principal was $134.0 million on our 9.00% Convertible Senior Unsecured Notes due in 2030 (“2030 Notes”). The 2030 Notes are convertible in cash, shares of common stock, or a combination of cash and shares of common stock at our election at an initial conversion rate of 63.6333 shares of common stock per one thousand dollars principal amount of the 2030 Notes, which is equivalent to an initial conversion price of $15.72 per share (the “2030 Note Conversion Rate”). The 2030 Note Conversion Rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes.

The 2030 Notes will mature on May 15, 2030, unless earlier repurchased, redeemed, or converted. Holders of the 2030 Notes may convert the 2030 Notes at their option (in whole or in part) on or after February 15, 2030, until the close of business on the second trading day immediately preceding the maturity date of May 15, 2030. In addition, holders of the 2030 Notes may convert the 2030 Notes at their option (in whole or in part) at any time prior to the close of business on the business day immediately preceding February 15, 2030, only under certain circumstances described in our Annual Report for the year ended December 31, 2025.

Statutory Surplus

As of September 30, 2026, the Reciprocal had $174.4 million in total statutory surplus. Insurance companies in the United States are required by state law to maintain a minimum level of policyholder’s surplus. Insurance regulators in the states in which the Reciprocal operates have a risk-based capital standard designed to identify property and casualty insurers, or reinsurers, that may be inadequately capitalized based on inherent risks of the insurer’s assets and liabilities and its mix of net written premium. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action. See Note 12 in the unaudited Notes to Condensed Consolidated Financial Statements for a description of our reinsurance programs.

Cash Flow Information

The following table provides a summary of consolidated cash flow information for the nine months ended September 30, 2026 and 2025:

Operating Cash Flows

Net cash provided by operating activities including the Reciprocal was $113.8 million for the nine months ended September 30, 2026, an increase of $48.6 million from $65.2 million for the nine months ended September 30, 2025. The increase was driven by higher operating results, including growth in fee revenue associated with an increase in RWP and Reciprocal Policies Written. Net cash provided by operating activities in the nine months ended September 30, 2026, also reflected cash received from reinsurers on losses incurred prior to the period and cash received related to deferred revenue to be recognized in future periods, partially offset by cash paid for interest and taxes and a decrease in accrued expenses.

Investing Cash Flows

Net cash used in investing activities was $42.9 million for the nine months ended September 30, 2026. Net cash used in investing activities is related to purchases of investments of $94.9 million and investments in developing internal-use software of $12.0 million, partially offset by proceeds from maturities and sales of investments of $64.9 million. The $6.5 million decrease in net cash used in investing activities compared to the prior-year period reflected lower purchases of investments, partially offset by higher investments in internal-use software and purchases of property and equipment.

Financing Cash Flows

Net cash used in financing activities was $9.5 million for the nine months ended September 30, 2026. Net cash used in financing activities relates to $7.8 million used to repay the 2026 Notes at maturity and $2.5 million of common share repurchases. The $10.3 million decrease in net cash used in financing activities compared to the prior-year period reflected the absence of the prior year repurchases of debt and prior year refinancing transaction.

Net cash used in financing activities was $19.8 million for the nine months ended September 30, 2025. Net cash used in financing activities relates to $68.2 million of repurchases of 2026 Notes. We also incurred $2.2 million in debt issuance costs associated with the issuance of the 2030 Notes. These outflows were partially offset by $51.0 million in proceeds from the issuance of the 2030 Notes.