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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ___________ to

Commission File Number: 001-39142

___________________________________________________________

Porch Group, Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________


Delaware			84-2587663
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

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

(Address of Principal Executive Offices) (Zip Code)

(855) 767-2400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

___________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol

Name of Exchange on which registered

Common Stock, par value $0.0001 per share

PRCH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of outstanding shares of the registrant’s common stock as of August 1, 2025, was 122,581,095. This includes 18,312,208 shares of common stock held by Porch Reciprocal Exchange, the registrant’s affiliate. These shares held by our affiliate are considered treasury shares for GAAP accounting purposes and under Delaware law are not considered outstanding for quorum and are not entitled to vote or receive dividends.

Table of Contents

			Page
PART I — FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets (Unaudited)			3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)			5
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Noncontrolling Interest (Unaudited)			6
Condensed Consolidated Statements of Cash Flows (Unaudited)			78
Notes to Condensed Consolidated Financial Statements (Unaudited)			89
Note 1. Description of Business and Summary of Significant Accounting Policies			89
Note 2. Segment Information			1213
Note 3. Variable Interest Entity			1619
Note 4. Revenue			1720
Note 5. Investments			1922
Note 6. Fair Value			2326
Note 7. Property, Equipment, and Software			2630
Note 8. Intangible Assets and Goodwill			2630
Note 9. Debt			2831
Note 10. Stockholders' Equity and Warrants			2933
Note 11. Stock-Based Compensation			2934
Note 12. Reinsurance for the Reciprocal			3035
Note 13. Unpaid Losses and Loss Adjustment Reserve			3137
Note 14. Other Income (Expense), Net			3237
Note 15. Income Taxes			3237
Note 16. Commitments and Contingencies			3238
Note 17. Net Income (Loss) Attributable To Porch Per Share			3339
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3541
Business Overview			3642
Recent Developments			3743
Results of Operations			3744
Consolidated Results			38
Consolidated Quarter-to-Date Results			45
Porch Shareholder Interest Results (Non-GAAP)			42
Porch Shareholder Interest Quarter-to-Date Results (Non-GAAP)			49
Key Performance Measures and Operating Metrics			44
Consolidated Year-to-Date Results			53
Liquidity and Capital Resources			45
Porch Shareholder Interest Year-to-Date Results (Non-GAAP)			57
Non-GAAP Financial Measures			48
Key Performance Measures and Operating Metrics			60
Item 3. Quantitative and Qualitative Disclosures About Market Risk			50
Liquidity and Capital Resources			61
Item 4. Controls and Procedures			51
Non-GAAP Financial Measures			65
PART II — OTHER INFORMATION			52
Item 3. Quantitative and Qualitative Disclosures About Market Risk			68
Item 1. Legal Proceedings			52
Item 4. Controls and Procedures			69
Item 1A. Risk Factors			52
PART II — OTHER INFORMATION			70
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			52
Item 1. Legal Proceedings			70
Item 3. Defaults Upon Senior Securities			52
Item 1A. Risk Factors			70
Item 4. Mine Safety Disclosures			52
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			71
Item 5. Other Information			52
Item 3. Defaults Upon Senior Securities			71
Item 6. Exhibits			53
Item 4. Mine Safety Disclosures			71
SIGNATURES			54
Item 5. Other Information			71
Item 6. Exhibits			72
SIGNATURES			73

Introductory Note

On January 1, 2025, Porch Group, Inc., sold its legacy homeowners insurance carrier, Homeowners of America, to the newly formed Porch Reciprocal Exchange (the “Reciprocal”), a separate entity which is owned by its policyholder-members and is accounted for as a variable interest entity. The accompanying unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements include the accounts of Porch Group, Inc., and its subsidiaries as well as the Reciprocal. The Reciprocal is managed, but not owned, by Porch Group, Inc., and is consolidated for reporting purposes. References to “Porch Shareholder Interest” include businesses the Company owns and exclude the Reciprocal.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

PORCH GROUP, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(all numbers in thousands unless otherwise stated, except per share data)

March 31, 2025

December 31, 2024

June 30, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

6576,~~899~~091

167,643

Accounts receivable, net

12,~~243~~226

19,106

Short-term investments

43,~~510~~746

24,099

Reinsurance balance due

—

92,303

Prepaid expenses and other current assets

1113,~~503~~283

32,837

Restricted cash and cash equivalents

178,~~213~~407

29,139

Total current assets

~~111~~113,~~368~~753

365,127

Property, equipment, and software, net

2426,~~299~~465

22,542

Goodwill

191,907

Long-term investments

2629,~~215~~228

158,652

Intangible assets, net

3835,~~153~~207

68,746

Other assets

76,~~092~~965

6,994

Assets of Reciprocal:

(1)

Cash and cash equivalents, including restricted

82103,~~895~~395

—

Accounts receivable, net

6,~~224~~150

—

Short-term investments

~~681~~1,181

—

Reinsurance balance due

9445,~~385~~543

—

Prepaid expenses and other current assets

2214,~~613~~715

—

Intangible assets, net

2625,~~208~~245

—

Long-term investments

170,~~243~~963

—

Total assets

~~802~~770,~~283~~717

813,968

______________________________________

(1)Porch Reciprocal Exchange (the “Reciprocal”) is a consolidated variable interest entity not owned by Porch Group, Inc. (see Note 3 in the unaudited Notes to Condensed Consolidated Financial Statements).

The accompanying notes are an integral part of these unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

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PORCH GROUP, INC.

Condensed Consolidated Balance Sheets (Unaudited) - Continued

(all numbers in thousands unless otherwise stated, except per share data)

March 31, 2025

December 31, 2024

June 30, 2025

December 31, 2024

Liabilities and Stockholders' Deficit

Current liabilities

Accounts payable

54,~~673~~180

4,538

Accrued expenses and other current liabilities

4644,~~623~~294

41,245

Deferred revenue

84,~~008~~255

248,669

Refundable customer deposits

1213,~~767~~498

12,629

Current debt

—

150

Losses and loss adjustment expense reserves

—

67,785

Other insurance liabilities, current

—

39,140

Total current liabilities

7366,~~071~~227

414,156

Long-term debt

~~409~~394,~~160~~128

403,788

Other liabilities

3117,690

39,249

Liabilities of Reciprocal:

(1)

Accounts payable and other current liabilities

12,~~455~~847

—

Deferred revenue

~~214~~193,~~530~~098

—

Losses and loss adjustment expense reserves

7168,~~812~~067

—

Other insurance liabilities, current

3129,~~700~~958

—

Other liabilities

~~914~~890

—

Total liabilities

~~834~~772,~~332~~905

857,193

Commitments and contingencies (Note 16)

Stockholders' deficit

Common stock, $0.0001 par value per share

Additional paid-in capital

~~583~~604,~~800~~333

717,066

Accumulated other comprehensive income (loss)

~~284~~298

(5,446)

Accumulated deficit

(~~636~~633,~~512~~933)

(754,855)

Porch stockholders' deficit

(5229,~~418~~292)

(43,225)

Noncontrolling interest related to the Reciprocal

2027,~~369~~104

—

Total stockholders' deficit

(322,~~049~~188)

(43,225)

Total liabilities and stockholders' deficit

~~802~~770,~~283~~717

813,968

______________________________________

(1)~~Porch~~The Reciprocal ~~Exchange (the “Reciprocal”)~~ is a consolidated variable interest entity not owned by Porch Group, Inc. (see Note 3 in the unaudited Notes to Condensed Consolidated Financial Statements).

The accompanying notes are an integral part of these unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

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PORCH GROUP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(all numbers in thousands unless otherwise state, except per share data)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	~~104~~119,~~745~~295	$	~~115~~110,~~443~~844	$	224,040	$	226,287
Cost of revenue	3943,~~297~~422		7894,~~366~~046		82,719		172,412
Gross Profit	65,448		37,077
Gross profit	75,873		16,798		141,321		53,875
Selling and marketing	29,516		33,948
Operating expenses:
Product and technology	13,201		12,292
Selling and marketing	26,858		33,197		56,374		67,145
General and administrative	23,997		25,505
Product and technology	13,076		12,927		26,277		25,219
Operating loss	(1,266)		(34,668)
General and administrative	30,890		23,153		54,887		48,658
Operating income (loss)	5,049		(52,479)		3,783		(87,147)
Other income (expense):
Interest expense	(1112,~~246~~056)		(10,~~787~~326)		(23,302)		(21,113)
Change in fair value of private warrant liability	(~~732~~2,878)		~~(425)~~1,451		(3,610)		1,026
Change in fair value of derivatives	612,~~673~~853		1(8,~~483~~207)		19,526		(6,724)
Gain on extinguishment of debt	—34		~~4,891~~—		34		4,891
Investment income and realized gains and losses, net of investment expenses	2,~~810~~665		3,~~644~~526		5,475		7,170
Other income, net	81,~~400~~493		222,~~678~~400		9,893		25,078
Total other income (expense)	52,~~905~~111		21(11,~~484~~156)		8,016		10,328
Income (loss) before income taxes	47,~~639~~160		(1363,~~184~~635)		11,799		(76,819)
Income tax provision	(903)		(178)
Income tax benefit (provision)	1,087		(688)		184		(866)
Net income (loss)	38,~~736~~247		(1364,~~362~~323)		11,983		(77,685)
Less: Net loss attributable to the Reciprocal	(4,659)		—
Less: Net income attributable to the Reciprocal	5,668		—		1,009		—
Net income (loss) attributable to Porch	$	82,~~395~~579	$	(1364,~~362~~323)	$	10,974	$	(77,685)
Net income (loss) attributable to Porch per share - basic	$	0.08	$	(0.14)
Earnings Per Share - Basic
Net income (loss) attributable to Porch per share - diluted	$	0.07	$	(0.14)
Net income (loss) attributable to Porch per share - basic	$	0.03	$	(0.65)	$	0.11	$	(0.79)
Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - basic	103,160		99,193		102,435		98,353
Earnings Per Share - Diluted
Net income (loss) attributable to Porch per share - diluted	$	—	$	(0.65)	$	0.10	$	(0.79)
Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - diluted	131,679		99,193		114,741		98,353
Comprehensive Income
Net income (loss)	$	38,~~736~~247	$	(1364,~~362~~323)	$	11,983	$	(77,685)
Other comprehensive income (loss):
Change in net unrealized loss, net of tax	21,~~610~~081		(~~830~~208)		3,691		(1,038)
Comprehensive income (loss)	69,~~346~~328		(1464,~~192~~531)		15,674		(78,723)
Less: Comprehensive loss attributable to the Reciprocal	(2,277)		—
Less: Comprehensive income attributable to the Reciprocal	6,735		—		4,458		—
Comprehensive income (loss) attributable to Porch	$	82,~~623~~593	$	(1464,~~192~~531)	$	11,216	$	(78,723)

The accompanying notes are an integral part of these unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

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PORCH GROUP, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Noncontrolling Interest (Unaudited)

(all numbers in thousands unless otherwise stated, except per share data)

	Common Stock				AdditionalPaid-inCapital		AccumulatedOtherComprehensiveLoss		AccumulatedDeficit		Porch Stockholders' Equity (Deficit)		Noncontrolling Interest Related to the Reciprocal		Total Stockholders' Equity (Deficit)
	Shares		Amount
Balances as of December 31, 2024	101,458	(1)	$	10	$	717,066	$	(5,446)	$	(754,855)	$	(43,225)	$	—	$	(43,225)
Balances as of March 31, 2025	101,837	(1)	$	10	$	583,800	$	284	$	(636,512)	$	(52,418)	$	20,369	$	(32,049)
Net income (loss)	—		—		—		—		8,395		8,395		(4,659)		3,736
Net income	—		—		—		—		2,579		2,579		5,668		8,247
Other comprehensive income, net of tax	—		—		—		~~228~~14		—		~~228~~14		21,~~382~~067		21,~~610~~081
Formation of Reciprocal	—		—		(138,096)		5,502		109,948		(22,646)		22,646		—
Issuance of convertible debt	—		—		13,400		—		—		13,400		—		13,400
Stock-based compensation	~~374~~2,177		—		48,~~910~~000		—		—		48,~~910~~000		—		48,~~910~~000
Exercise of stock options	41119		—		93513		—		—		93513		—		93513
Income tax withholdings	(36226)		—		(~~173~~1,380)		—		—		(~~173~~1,380)		—		(~~173~~1,380)
Balances as of March 31, 2025	101,837	(2)	$	10	$	583,800	$	284	$	(636,512)	$	(52,418)	20,369		(32,049)
Balances as of June 30, 2025	103,907	(1)	$	10	$	604,333	$	298	$	(633,933)	$	(29,292)	$	27,104	$	(2,188)

	Common Stock				AdditionalPaid-inCapital		AccumulatedOtherComprehensiveLoss		AccumulatedDeficit		Porch Stockholders' Equity (Deficit)		Noncontrolling Interest Related to the Reciprocal		Total Stockholders' Equity (Deficit)
	Shares		Amount
Balances as of December 31, 2023	97,061		$	10	$	690,223	$	(3,860)	$	(722,056)	$	(35,683)	$	—	$	(35,683)
Balances as of March 31, 2024	97,869		$	10	$	696,240	$	(4,690)	$	(735,418)	$	(43,858)	$	—	$	(43,858)
Net loss	—		—		—		—		(1364,~~362~~323)		(1364,~~362~~323)		—		(1364,~~362~~323)
Other comprehensive loss, net of tax	—		—		—		(~~830~~208)		—		(~~830~~208)		—		(~~830~~208)
Stock-based compensation	~~620~~2,305		—		57,~~368~~105		—		—		57,~~368~~105		—		57,~~368~~105
Exercise of stock options	~~243~~85		—		~~814~~213		—		—		~~814~~213		—		~~814~~213
Income tax withholdings	(55234)		—		(~~165~~838)		—		—		(~~165~~838)		—		(~~165~~838)
Balances as of March 31, 2024	97,869		$	10	$	696,240	$	(4,690)	$	(735,418)	$	(43,858)	$	—	(43,858)
Balances as of June 30, 2024	100,025	(2)	$	10	$	702,720	$	(4,898)	$	(799,741)	$	(101,909)	$	—	$	(101,909)

______________________________________

(1)Excludes 18.3 million shares of common stock held by the Reciprocal as of March 31, 2025 and June 30, 2025 (following the distribution of such shares to the Reciprocal in connection with the sale of Homeowners of America (“HOA”) asto ofthe ~~December 31,~~Reciprocal ~~2024.~~in the first quarter of 2025).

(2)Excludes 184.35 million shares of common stock held by ~~the~~HOA ~~Reciprocal~~ as of ~~March~~June 3130, ~~2025 (following the distribution of such shares to the Reciprocal in connection with the sale of HOA to the Reciprocal~~2024.

The accompanying notes are an integral part of these unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements..

Table of Contents

PORCH GROUP, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) – Continued

(all numbers in thousands, except share amounts)


	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Porch Stockholders' Equity (Deficit)		Noncontrolling Interest Related to the Reciprocal		Total Stockholders' Equity (Deficit)
	Shares		Amount
Balances as of December 31, 2024	101,458	(1)	$	10	$	717,066	$	(5,446)	$	(754,855)	$	(43,225)	$	—	$	(43,225)
Net income	—		—		—		—		10,974		10,974		1,009		11,983
Other comprehensive income, net of tax	—		—		—		242		—		242		3,449		3,691
Issuance of convertible debt	—		—		13,400		—		—		13,400		—		13,400
Stock-based compensation	2,551		—		12,910		—		—		12,910		—		12,910
Formation of Reciprocal	—		—		(138,096)		5,502		109,948		(22,646)		22,646		—
Exercise of stock options	160		—		606		—		—		606		—		606
Income tax withholdings	(262)		—		(1,553)		—		—		(1,553)		—		(1,553)





Balances as of June 30, 2025	103,907	(2)	$	10	$	604,333	$	298	$	(633,933)	$	(29,292)	$	27,104	$	(2,188)


	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Porch Stockholders' Equity (Deficit)		Noncontrolling Interest Related to the Reciprocal		Total Stockholders' Equity (Deficit)
	Shares		Amount
Balances as of December 31, 2023	97,061		$	10	690,223		$	(3,860)	(722,056)		$	(35,683)	$	—	$	(35,683)
Net loss	—		—		—		—		(77,685)		(77,685)		—		(77,685)
Other comprehensive loss, net of tax	—		—		—		(1,038)		—		(1,038)		—		(1,038)
Stock-based compensation	2,925		—		12,473		—		—		12,473		—		12,473

Exercise of stock options	328		—		1,027		—		—		1,027		—		1,027
Income tax withholdings	(289)		—		(1,003)		—		—		(1,003)		—		(1,003)





Balances as of June 30, 2024	100,025	(3)	$	10	$	702,720	$	(4,898)	$	(799,741)	$	(101,909)	$	—	$	(101,909)

______________________________________

(1)Excludes 18.3 million shares of common stock held by HOA as of December 31, 2024.

(2)Excludes 18.3 million shares of common stock held by the Reciprocal as of June 30, 2025 (following the distribution of such shares to the Reciprocal in connection with the sale of HOA to the Reciprocal in the first quarter of 2025).

(3)Excludes 4.5 million shares of common stock held by HOA as of June 30, 2024.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements..

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PORCH GROUP, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(all numbers in thousands)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	311,~~736~~983	$	(1377,~~362~~685)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	511,~~985~~411		612,~~317~~519
Provision for doubtful accounts	12,~~393~~768		—(481)
Gain on extinguishment of debt	—(34)		(4,891)
Loss on divestiture of business	—		5,~~244~~331
Change in fair value of private warrant liability	~~732~~3,610		~~425~~(1,026)
Change in fair value of contingent consideration	(28)		1,051
Change in fair value of derivatives	(19,526)		6,724
Change in fair value of derivatives	(6,673)		(1,483)
Stock-based compensation	12,910		12,473
Stock-based compensation	4,910		5,368
Non-cash interest expense	17,515		17,313
Non-cash interest expense	11,334		10,434
Gain on settlement of contingent consideration	—		(14,930)
Other operating activities	(10829)		(~~799~~2,182)
Change in operating assets and liabilities, net of acquisitions and divestitures
Accounts receivable	(~~753~~2,039)		(~~439~~1,548)
Reinsurance balance due	(246,~~081)~~760		8(20,~~174~~042)
Deferred policy acquisition costs	17,~~544~~939		610,~~752~~895
Accounts payable	~~1,163~~(336)		(35,~~511~~627)
Accrued expenses and other current liabilities	99(4,440)		1(7,~~829~~827)
Losses and loss adjustment expense reserves	~~4,027~~283		1737,~~057~~717
Other insurance liabilities, current	(79,~~440~~182)		935,~~158~~615
Deferred revenue	(2651,~~238~~528)		(3325,~~017~~693)
Refundable customer deposits	~~138~~869		(23,~~034~~594)
Other assets and liabilities, net	(3,~~016~~743)		119,~~122~~434
Net cash provided by (used in) operating activities	~~(11~~24,~~178)~~391		8(17,~~465~~505)
Cash flows from investing activities:
Purchases of property and equipment	(65271)		(4186)
Capitalized internal use software development costs	(36,~~281~~756)		(25,~~315~~458)
Purchases of short-term and long-term investments	(4075,~~901~~423)		4(19,~~705~~193)
Maturities, sales of short-term and long-term investments	2457,~~879~~181		1022,~~348~~631
Net cash provided by (used in) investing activities	(19,368)		12,697
Proceeds from sale of business	—		10,870
Net cash provided by (used in) investing activities	(25,269)		8,764
Cash flows from financing activities:
Repayments of principal	(150)		(3,150)
Proceeds from issuance of debt	51,000		—
Other financing activities	(79)		649
Repayments of principal	(55,858)		(3,150)
Net cash used in financing activities	(229)		(2,501)
Cash paid for debt issuance costs	(2,206)		—
Net change in cash, cash equivalents, and restricted cash and cash equivalents	$	(30,775)	$	18,661
Other financing activities	(947)		24
Net cash used in financing activities	(8,011)		(3,126)
Net change in cash, cash equivalents, and restricted cash and cash equivalents	$	(8,889)	$	(11,867)
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period	196,782		297,232
Cash, cash equivalents, and restricted cash and cash equivalents at end of period	$	~~166~~187,~~007~~893	$	~~315~~285,~~893~~365
Supplemental schedule of non-cash investing and financing activities
Non-cash reduction of convertible notes	$	—	$	5,000
Non-cash reduction of convertible notes, net	$	14,514	$	5,000
Non-cash reduction in advance funding arrangement obligations	$	—	$	94
Supplemental disclosures
Cash paid for interest	$	12,021	$	~~969~~12,056
Income taxes paid	$	89349	$	~~174~~538

The accompanying notes are an integral part of these unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements..

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PORCH GROUP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(all numbers in thousands, except share amounts and unless otherwise stated)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Porch Group, Inc., (“Porch Group,” “Porch,” the “Company,” “we,” “our,” “us”) is a new kind of homeowners insurance company. We differentiate and look to win in the massive and growing homeowners insurance opportunity by:

•Utilizing our unique property data to enhance our property risk assessment, which creates advantages in pricing and underwriting decisions for the policyholder-owned Porch Reciprocal Exchange (the “Reciprocal”) we manage. This enables the Reciprocal to attract lower-risk properties and appropriately price higher-risks, in turn supporting growth of profitable premium and thus more management fees for our insurance services business.

•Aiming to be the best homeowners insurance partner for homebuyers by helping with more than just insurance. We provide moving services and offer both a full moving concierge and the Porch app. We help make moving easier and assist with important services such as insurance, moving, warranty, security, TV/Internet, and more.

•Providing more protection for the home by including home warranty alongside homeowners insurance. We are able to fill the gaps of protection for consumers, minimize surprises, and deepen our relationships and value proposition.

As a leader in the home services software-as-a-service (“SaaS”) space, we’ve built deep relationships with approximately 24 thousand companies who utilize our software. These companies are from industries key to the home-buying transaction, such as home inspectors, title companies, and mortgage companies. These relationships provide us with early insights to United States (“U.S.”) homebuyers and properties.

Beginning in January 2025, we operate under four reportable segments that are also our operating segments. Three of these segments are owned by Porch Group — Insurance Services, Software & Data, and Consumer Services. We collectively call these three segments, along with corporate functions, the “Porch Shareholder Interest.” Our fourth segment, the Reciprocal Segment, is managed, but not owned, by Porch Group and, at this time, is consolidated for reporting purposes as described in the basis of presentation section below. Prior to this change, we historically reported under two reportable segments. See Note 2, Segment Information, for additional information on our reportable segments.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc. and its subsidiaries as well as the Reciprocal, a variable interest entity (“VIE”) in which the Company is considered the primary beneficiary. The Reciprocal is managed, but not owned by Porch Group, and is consolidated at this time as a VIE for reporting purposes. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025. The information as of December 31, 2024, included in the unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~balance~~Balance ~~sheets~~Sheets was derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current year’s presentation.

In 2025, we elected to begin presenting a subtotal for gross profit on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Accordingly, we reclassified into cost of revenue certain amortization expense related to software and acquired intangible assets that are directly related to revenue generation. The related amortization expense was presented in “product and technology” and “general and administrative” in our historical financial statements. Prior period amounts have been reclassified to conform to the current year’s presentation.

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly our financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for the three and six months ended ~~March~~June 3130, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other interim period or future

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year due to various factors such as management estimates and the seasonal nature of some portions of our insurance business.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported of certain assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from those estimates and assumptions.

Concentrations

Financial instruments which potentially subject us to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit and fixed-maturity securities, as well as receivable balances in the course of collection.

The Reciprocal has exposure and remains liable in the event of insolvency of its reinsurers. The Reciprocal and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer counterparties. For our third-party quota share program which covers all business in all states and is placed at 277.5% of property and casualty losses (“P&C losses”), as of ~~March~~June 3130, 2025, ~~two~~four reinsurers represented more than 10% individually, and 5752% in the aggregate, of the total reinsurance balance due line item on the unaudited Condensed Consolidated Balance Sheets. There are currently no material receivables on the unaudited Condensed Consolidated Balance Sheets related to the Reciprocal’s excess of loss catastrophe program. See Note 12, Reinsurance for the Reciprocal, for more information.

Approximately 5753% and 54% of consolidated revenue infor the three and six months ended ~~March~~June 3130, 2025, respectively, was derived from customers in Texas and could be adversely affected by economic conditions, an increase in competition, local weather events, or environmental impacts and changes.

~~Substantially~~No ~~all~~individual ~~revenues~~customer inrepresented more than 10% of total consolidated revenue for the ~~Insurance~~three ~~Services~~and ~~segment~~six ~~are~~months ~~related~~ended toJune 30, 2025 or 2024. As of June 30, 2025, and December 31, 2024, no individual customer accounted for 10% or more of total accounts receivable, net, on the ~~Reciprocal~~unaudited ~~Segment~~Condensed Consolidated Balance Sheets.

~~No individual customer represented more than 10% of total consolidated revenue for the three months ended March 31, 2025 or 2024.~~ As of ~~March~~June 3130, 2025, ~~and~~we ~~December 31,~~held ~~2024,~~approximately no$175.2 ~~individual~~million ~~customer accounted for 10% or more~~ of ~~total~~cash ~~accounts~~with ~~receivable,~~five ~~net,~~U.S. oncommercial ~~the unaudited Condensed Consolidated Balance Sheets~~banks.

As of March 31, 2025, we held approximately $151.2 million of cash with four U.S. commercial banks.

Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We maintain cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. The ~~following~~reconciliation ~~table~~of ~~provides~~cash, ~~the~~cash ~~components~~equivalents, ofand restricted cash and cash equivalents onto amounts presented in the unaudited Condensed Consolidated ~~Balance~~Statements ~~Sheets~~of Cash Flows are as follows:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Held as collateral by captive reinsurer for benefit of the Reciprocal	(1)	$	9,324	$	20,608
Cash and cash equivalents of Porch	(1)	$	76,091	$	167,643
Pledged to state departments of insurance	(2)	—		895
Restricted cash and cash equivalents of Porch		8,407		29,139
Held for payment of possible warranty claims	(3)	6,889		6,636
Cash and cash equivalents of the Reciprocal		102,376		—
Other		1,000		1,000
Restricted cash and cash equivalents of the Reciprocal		1,019		—
Restricted cash and cash equivalents		$	17,213	$	29,139
Total cash, cash equivalents, and restricted cash and cash equivalents		$	187,893	$	196,782
Restricted cash and cash equivalents of the Reciprocal:
Pledged to state departments of insurance	(2)	$	1,005	$	—
Restricted cash and cash equivalents		$	18,218	$	29,139

______________________________________

(1)~~Held~~Balance byas ~~our~~of ~~captive~~December 31, ~~reinsurance~~2024, ~~business~~includes as$111.1 ~~collateral~~million ~~for~~cash ~~the~~and ~~benefit~~cash ofequivalents ~~the~~at ~~Reciprocal~~HOA.

~~(2)Pledged to the Department of Insurance in certain states as a condition of our Certificate of Authority for the purpose of meeting obligations to policyholders and creditors.~~10

(3)Required under regulatory guidelines in 23 states and 23 states as of March 31, 2025 and December 31, 2024, respectively.

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The ~~reconciliation~~following oftable ~~cash,~~provides ~~cash~~the ~~equivalents,~~components ~~and~~of restricted cash and cash equivalents toon ~~amounts presented in~~ the unaudited Condensed Consolidated ~~Statements~~Balance ~~of Cash Flows are as follows~~Sheets:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Cash and cash equivalents of Porch	(1)	$	65,899	$	167,643
Held as collateral by captive reinsurer for benefit of the Reciprocal	(1)	$	343	$	20,608
Restricted cash and cash equivalents of Porch		17,213		29,139
Pledged to state departments of insurance	(2)	—		895
Cash and cash equivalents of the Reciprocal		81,890		—
Held for payment of possible warranty claims	(3)	7,064		6,636
Restricted cash and cash equivalents of the Reciprocal		1,005		—
Other		1,000		1,000
Total cash, cash equivalents, and restricted cash and cash equivalents		$	166,007	$	196,782
Restricted cash and cash equivalents		$	8,407	$	29,139
Restricted cash and cash equivalents of the Reciprocal:
Pledged to state departments of insurance	(2)	$	1,019	$	—
Restricted cash and cash equivalents		$	9,426	$	29,139

______________________________________

(1)~~Balance~~Held asby ofour ~~December 31,~~captive ~~2024,~~reinsurance ~~includes~~business ~~$111.1~~as ~~million~~collateral ~~cash~~for ~~and~~the ~~cash~~benefit ~~equivalents~~of atthe ~~HOA~~Reciprocal.

(2)Pledged to the Department of Insurance in certain states as a condition of our Certificate of Authority for the purpose of meeting obligations to policyholders and creditors.

(3)Required under regulatory guidelines in 23 states and 23 states as of June 30, 2025 and December 31, 2024, respectively.

Accounts Receivable

Accounts receivable for Porch consist principally of amounts due from enterprise customers and corporate partnerships, while accounts receivable for the Reciprocal consist of amounts due from individual policyholders. We estimate allowances for ~~uncollectible~~credit ~~receivables~~losses based on the creditworthiness of our customers, historical trend analysis, and macro-economic conditions. Consequently, an adverse change in those factors could affect our estimate of allowance for ~~doubtful~~credit ~~accounts~~losses. The allowance for ~~uncollectible~~credit ~~receivables~~losses, which relates entirely to Porch, was $21.08 million and $1.7 million as of ~~March~~June 3130, 2025, and December 31, 2024, respectively. The Reciprocal had no allowance as of either date.

Goodwill

We test goodwill for impairment for each reporting unit on an annual basis or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. We have the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If we can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we would not need to perform a quantitative impairment test. If we cannot support such a conclusion or we do not elect to perform the qualitative assessment, then we perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, we utilize a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. We have selected October 1 as the date to perform annual impairment testing.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs (as defined below). This analysis requires significant judgments including an estimate of future cash flows which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset, or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group that includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows.

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~~those~~group. aIf ~~market~~the ~~participant~~test ~~would~~for ~~use~~recoverability toidentifies ~~assess~~a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. WeAn ~~also~~impairment ~~make~~charge ~~certain~~is ~~assumptions~~recognized ~~about~~for ~~future~~the ~~economic~~amount ~~conditions~~by ~~and~~which ~~other~~the ~~data.~~carrying ~~Many~~value of ~~these~~the ~~factors~~asset ~~used~~group inexceeds ~~assessing~~its estimated fair value. ~~are~~Management ~~outside~~identifies the ~~control~~asset ofgroup ~~management~~that ~~and~~includes ~~these~~the ~~assumptions~~potentially ~~and~~impaired ~~estimates~~long-lived ~~may~~asset, ~~change~~at inthe ~~future~~lowest ~~periods~~level at which there are separate, identifiable cash flows.

We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods.

Deferred Policy Acquisition Costs

We capitalize deferred policy acquisitions costs (“DACs”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by our insurance company subsidiary of new or renewal insurance contracts. DACs are amortized on a straight-line basis over the terms of the policies to which they relate, which is generally one year. DACs are also reduced by ceding commissions paid by reinsurance companies which represent recoveries of acquisition costs. DACs are periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DACs. Amortized deferred acquisition costs included in selling and marketing expense, amounted to $79.78 million and $1310.20 million, for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $17.5 million and $23.1 million, for the six months ended June 30, 2025 and 2024, respectively.

Expected Credit Losses

We regularly review our individual investment securities for factors that may indicate that a decline in fair value of an investment has resulted from an expected credit loss, including:

•the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;

•the extent to which the market value of the security is below its cost or amortized cost;

•general market conditions and industry or sector specific factors;

•nonpayment by the issuer of its contractually obligated interest and principal payments; and

•our intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.

Fair Value of Financial Instruments

Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows:

Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date;

Level 2 Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

Other Insurance Liabilities, Current

The following table details the components of other insurance liabilities, current, on the unaudited Condensed Consolidated Balance Sheets. Other insurance liabilities were held by the Reciprocal as of ~~March~~June 3130, 2025.

	March 31, 2025		December 31, 2024
Ceded reinsurance premiums payable	$	9,922	$	17,141
Commissions payable, reinsurers and agents	7,832		7,264
Advance premiums	8,783		8,865
Funds held under reinsurance treaty	4,926		5,284
General and accrued expenses payable	237		586
Other insurance liabilities, current	$	31,700	$	39,140

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	June 30, 2025		December 31, 2024
Ceded reinsurance premiums payable	$	7,366	$	17,141
Commissions payable, reinsurers and agents	3,877		7,264
Advance premiums	15,829		8,865
Funds held under reinsurance treaty	1,648		5,284
General and accrued expenses payable	1,238		586
Other insurance liabilities, current	$	29,958	$	39,140

Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The new guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. We are in the process of assessing the impact of ASU 2023-09 on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires that public entities disclose, on an annual and interim basis, disaggregated information about specific expense categories (including employee compensation, depreciation, and amortization) presented on the face of the income statement. The guidance will first be effective in our annual disclosures for the year ending December 31, 2027. Early adoption is permitted. We are in the process of assessing the impact of ASU 2024-03 on our disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The new guidance will first be effective in our annual disclosures for the year ending December 31, 2026, and can be applied either prospectively or retrospectively. Early adoption is permitted. We are in the process of assessing the impact of ASU 2024-04 on our consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (ASC Topic 805) and Consolidation (ASC Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which updates the guidance for determining the accounting acquirer in certain equity-based acquisitions of variable interest entities (“VIEs”). The guidance removes the presumption that the primary beneficiary is always the acquirer and instead requires the general guidance for identifying the acquirer under ASC Topic 805 to be applied. The guidance will first be effective in annual disclosures for the year ending December 31, 2027, and may be applied prospectively or retrospectively. Early adoption is permitted. We do not expect ASU 2025-03 to have a material impact on our consolidated financial statements or related disclosures.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (ASC Topic 718) and Revenue from Contracts with Customers (ASC Topic 606), which clarifies the accounting for share-based payments granted to customers, including classification of performance conditions, treatment of forfeitures, and application of the variable consideration constraint. The guidance will first be effective in annual disclosures for the year ending December 31, 2027, and may be applied prospectively or retrospectively. Early adoption is permitted. We have not granted any share-based payments to customers. As such, we do not expect ASU 2025-04 to have a material impact on our consolidated financial statements or related disclosures.

Note 2. Segment Information

Reportable segments were identified based on how the chief operating decision-maker (“CODM”) manages the business, makes operating decisions, and evaluates operating and financial performance. Our chief executive officer acts as the CODM and reviews financial and operational information for our reportable segments. Operating segments are components of an enterprise for which separate discrete financial information is available and operational results are regularly evaluated by the CODM for the purposes of making decisions regarding resource allocation and assessing performance.

Beginning in January 2025, there was a change in internal reporting provided to the CODM and a change in the lens through which the CODM makes decisions and allocates resources. As a result, our reportable segments, that are also our operating segments, changed from Vertical Software and Insurance prior to 2025 to Insurance Services, Software & Data, Consumer Services, and the Reciprocal Segment. Management references the Insurance Services, Software & Data, and Consumer Services segments, together with corporate expenses, as “Porch Shareholder Interest.” Our fourth segment, the Reciprocal Segment, is managed, but not owned, by Porch Group and is consolidated for reporting purposes.

The changes in reporting were driven by how the CODM views our target customer (e.g. primarily total premium in Insurance Services, primarily businesses in Software & Data, and primarily direct consumers in Consumer Services) and by the shift to a reciprocal exchange model where we are the manager rather than the owner. In connection with the formation of the Reciprocal on January 1, 2025, we sold our legacy homeowners insurance carrier, Homeowners of America (“HOA”), to the Reciprocal, shifting all premium and policyholders to the member-owned entity. As of January 1, 2025 the Reciprocal pays all claim costs, all reinsurance costs, and all agency commissions in addition to management fees to Porch. The Reciprocal is a VIE and represents a noncontrolling interest as discussed in Note 3.13

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Consumer Services, and the Reciprocal Segment. Management references the Insurance Services, Software & Data, and Consumer Services segments, together with corporate expenses, as “Porch Shareholder Interest.” Our fourth segment, the Reciprocal Segment, is managed, but not owned, by Porch Group and is consolidated for reporting purposes.

Our Insurance Services segment manages and operates the Reciprocal, providing services related, but not limited, to underwriting, policy renewal, risk management, insurance portfolio management, financial management, and setting investment guidelines in exchange for commissions and fees. The Insurance Services segment also holds the surplus notes issued by the Reciprocal and includes our captive reinsurer which provides non-catastrophic weather reinsurance support to improve capital efficiency for the Reciprocal.

Our Software & Data segment provides, on a subscription and predominantly transactional basis, software to inspection, mortgage, title, and roofing companies and data products to insurance and other types of companies. This segment includes several strategically important businesses, including home inspection software, title and mortgage software, Home Factors (our unique property insights product), and mover marketing products.

Our Consumer Services segment provides warranty products through Porch Warranty and other warranty brands to protect the whole home. Our Consumer Services segment also provides moving related services such as movers, TV/Internet, and security.

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The Reciprocal Segment includes HOA and its parent, Porch Reciprocal Exchange, which is a member-owned reciprocal exchange, owned by policyholder members rather than Porch Group, Inc. The Reciprocal Segment provides consumers with insurance to protect their homes, earning revenue primarily through premiums collected on policies.

Our segment operating and financial performance measures are gross profit and Adjusted EBITDA (Loss) for the Insurance Services, Software & Data, and Consumer Services segments. Adjusted EBITDA (Loss) is defined as gross profit less the following expenses associated with each segment: selling and marketing, product and technology, and general and administrative. Adjusted EBITDA (Loss) also excludes non-cash items or items that management does not consider reflective of ongoing core operations, such as depreciation, amortization, and stock-based compensation expense. The CODM uses gross profit and Adjusted EBITDA (Loss) to allocate resources for these segments (including employees, property, and financial or capital resources) predominately in the annual budget and forecasting process. Both of these measures are also used to provide guidance to investors.

Our segment operating financial performance measures for the Reciprocal Segment are gross profit and Net Income (Loss). The CODM uses Net Income (Loss) instead of Adjusted EBITDA (Loss) for this segment because he reviews interest expense on the surplus note created as part of the formation of the Reciprocal. Adjusted EBITDA (Loss), by definition, excludes interest expense.

As a result of the formation of the Reciprocal, beginning in 2025, we will allocate certain expenses to the Insurance Services segment that were historically considered Corporate costs. This allocation is meant to account for fees paid through Corporate shared services on behalf of the Insurance Services segment and related to its management of the Reciprocal. Because this change occurred as a direct result of the formation of the Reciprocal, the allocation is not recast to prior periods.

The following tables present revenue and significant expenses by segment that are regularly provided to the CODM. Other segment items that the CODM does not consider in assessing segment performance are presented to reconcile to each segment’s measure of profit or loss.

The “Corporate” column includes shared expenses that are not allocated to the reportable segments. These consist primarily of selling and marketing, certain product and technology, accounting, human resources, legal, general and administrative, and other income, expenses, gain and losses.

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		Three Months Ended March 31, 2025
		Three Months Ended June 30, 2025
		Insurance Services		Software & Data		Consumer Services		Corporate	Reciprocal Segment		Eliminations	Total
Revenue	(1)	4967,~~806~~390		2124,~~999~~013		1417,~~721~~650		—	3955,~~938~~409		(2145,~~719~~167)	~~104~~119,~~745~~295
Cost of revenue		79,~~481~~526		5,~~506~~846		2,~~490~~414		—	2623,~~249~~896		(21,~~429)~~740	3943,~~297~~422
Gross Profit		4257,~~325~~864		1618,~~493~~167		1215,~~231~~236		—	1331,~~689~~513		(1946,~~290~~907)	6575,~~448~~873
Significant expenses:
Selling and marketing		1537,~~527~~025		9,~~169~~226		910,~~798~~465		~~408~~398	73,~~411~~635		(1233,~~797~~891)	2926,~~516~~858
Product and technology		2,~~451~~539		4,~~288~~625		1,~~131~~067		4,~~196~~287	~~1,135~~558		—	13,~~201~~076
General and administrative		45,~~377~~313		2,~~508~~622		3,~~301~~089		1213,~~701~~028	719,~~603~~854		(613,~~493~~016)	2330,~~997~~890
Other segment items:
Depreciation and amortization	(2)	(9185)		(32,~~479~~951)		(~~885~~840)
Stock-based compensation expense	(2)	(~~679~~1,039)		(~~556~~897)		(~~388~~437)
Interest income on intercompany surplus notes		(3,~~674~~890)		—		—
Change in fair value of contingent consideration		—		—		28
Other gains and losses	(3)	(1,563)		—		—
Restructuring costs		(4584)		~~(19)~~—		(8465)
Other gains and losses	(3)	(1,320)		—		—
Acquisition and other transaction costs		(9)		—		—
Acquisition and other transaction costs		(30)		11		—
Adjusted EBITDA (Loss)		$	19,657	$	5,542	$	1,957
Adjusted EBITDA (Loss)		$	25,809	$	4,571	$	(670)
Other income (expense):
Interest expense									(5130)			(1112,~~246~~056)
Change in fair value of private warrant liability									—			(~~732~~2,878)
Change in fair value of derivatives									—			612,~~673~~853
Investment income and realized gains and losses, net of investment expenses									2,415			2,810
Gain on extinguishment of debt									—			34
Other income									—			8,400
Investment income and realized gains and losses, net of investment expenses									2,221			2,665
Interest income (expense) on intercompany surplus notes									(3,674)			—
Other income									—			1,493
Income tax expense (provision)									(889)			(903)
Interest expense on intercompany surplus notes									(3,890)			—
Net income (loss)									$	(4,659)		3,736
Income tax expense (provision)									(99)			1,087
Net loss attributable to the Reciprocal												(4,659)
Net income									5,668			8,247
Net income attributable to Porch												$	8,395
Net income attributable to the Reciprocal												5,668
Net income attributable to Porch												$	2,579

______________________________________

(1)Revenue includes intersegment revenues of $4560.46 million in Insurance Services (which includes fees and commissions paid by the Reciprocal to Insurance Services), $2.0 million in Software & Data, and $(2517.65) million in revenue offsets in the Reciprocal Segment.

(2)Depreciation, amortization, and stock-based compensation are included in Cost of revenue, Selling and marketing, Product and technology, and General and administrative lines above and are excluded from Adjusted EBITDA (Loss).

(3)Other gains and losses primarily includes investment income and some recoveries of reinsurance losses.

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		Three Months Ended March 31, 2024
		Three Months Ended June 30, 2024
		Insurance Services		Software & Data		Consumer Services		Corporate	Reciprocal Segment		Eliminations	Total
Revenue	(1)	4734,~~359~~080		2123,~~134~~173		1618,~~186~~858		—	4748,~~495~~739		(1614,~~731~~006)	~~115~~110,~~443~~844
Cost of revenue		2519,~~409~~459		5,~~654~~846		3,~~533~~790		—	4669,~~607~~071		(24,~~837~~120)	7894,~~366~~046
Gross Profit		2114,~~950~~621		1517,~~480~~327		1215,~~653~~068		—	~~888~~(20,332)		(139,~~894~~886)	3716,~~077~~798
Significant expenses:
Selling and marketing		1612,~~018~~058		10,~~002~~400		810,~~377~~614		~~647~~575	129,~~798~~436		(139,~~894~~886)	33,~~948~~197
Product and technology		~~362~~86		4,~~215~~586		~~927~~1,052		5,~~320~~297	1,~~468~~906		—	12,~~292~~927
General and administrative		1,~~643~~701		43,~~538~~411		32,~~599~~321		1314,~~470~~122	21,~~255~~598		—	2523,~~505~~153
Other segment items:
Depreciation and amortization	(2)	(993)		(3,~~792~~796)		(~~1,091~~917)
Stock-based compensation expense	(2)	(343)		(1,072)		(500)
Investment income and realized gains, net of investment expenses
Change in fair value of contingent consideration		—		(909)		(142)
Stock-based compensation expense	(2)	(392)		(1,271)		(561)
Restructuring costs		(8)		(56)		—
Change in fair value of contingent consideration		—		—		1,351
Other gains and losses	(3)	(1,644)		—		—
Restructuring costs		(9)		(39)		(161)
Adjusted EBITDA (Loss)		$	6,915	$	2,554	$	1,483
Other gains and losses	(3)	(1,668)		—		217
Adjusted EBITDA (Loss)		3,838		4,036		1,152
Other income (expense):
Interest expense									(21,~~035~~716)			(10,~~787~~326)
Change in fair value of private warrant liability									—			~~(425)~~1,451
Change in fair value of derivatives									—			1(8,~~483~~207)
Gain on extinguishment of debt									—			4,891
Investment income and realized gains and losses, net of investment expenses									2,793			3,526
Investment income and realized gains and losses, net of investment expenses									2,924			3,644
Other income (expense)									—			2,400
Other income (expense)									—			22,678
Income tax benefit (expense)									—			(688)
Income tax benefit (expense)									—			(178)
Net loss									(32,195)			(64,323)
Net loss									$	(14,744)		$	(13,362)

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(1)Revenue includes intersegment revenues of $4430.1 million in Insurance Services (which includes fees and commissions paid by the Reciprocal Segment to Insurance Services), $0.32 million in Software & Data, and $(2716.63) million in revenue offsets in the Reciprocal Segment.

(3)Other gains and losses primarily includes investment income and some recoveries of reinsurance losses.

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		Six Months Ended June 30, 2025
		Insurance Services		Software & Data		Consumer Services		Corporate	Reciprocal Segment		Eliminations	Total


Revenue	(1)	117,196		46,012		32,371		—	95,347		(66,886)	224,040
Cost of revenue		17,007		11,352		4,904		—	50,145		(689)	82,719
Gross Profit		100,189		34,660		27,467		—	45,202		(66,197)	141,321

Significant expenses:
Selling and marketing		52,552		18,395		20,263		806	11,046		(46,688)	56,374
Product and technology		4,990		8,913		2,198		8,483	1,693		—	26,277
General and administrative		9,690		5,130		6,390		25,729	27,457		(19,509)	54,887

Other segment items:
Depreciation and amortization	(2)	(176)		(6,430)		(1,725)
Stock-based compensation expense	(2)	(1,718)		(1,453)		(825)
Interest income on intercompany surplus notes		(7,564)		—		—
Change in fair value of contingent consideration		—		—		28

Restructuring costs		(129)		(19)		(149)
Other gains and losses	(3)	(2,883)		—		—
Acquisition and other transaction costs		(39)		11		—
Adjusted EBITDA (Loss)		$	45,466	$	10,113	$	1,287

Other income (expense):
Interest expense									(81)			(23,302)

Change in fair value of private warrant liability									—			(3,610)
Change in fair value of derivatives									—			19,526
Gain on extinguishment of debt									—			34
Investment income and realized gains and losses, net of investment expenses									4,636			5,475
Other income									—			9,893
Interest expense on intercompany surplus notes									(7,564)			—
Income tax expense (provision)									(988)			184
Net income									$	1,009		11,983
Net income attributable to the Reciprocal												1,009
Net income attributable to Porch												$	10,974

______________________________________

(1)Revenue includes intersegment revenues of $106.0 million in Insurance Services (which includes fees and commissions paid by the Reciprocal to Insurance Services), $4.0 million in Software & Data, and $(43.1) million in revenue offsets in the Reciprocal Segment.

(3)Other gains and losses primarily includes investment income and some recoveries of reinsurance losses.

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		Six Months Ended June 30, 2024
		Insurance Services		Software & Data		Consumer Services		Corporate	Reciprocal Segment		Eliminations	Total


Revenue	(1)	81,439		44,308		35,044		—	96,234		(30,738)	226,287
Cost of revenue		44,867		11,501		7,323		—	115,678		(6,957)	172,412
Gross Profit		36,572		32,807		27,721		—	(19,444)		(23,781)	53,875

Significant expenses:
Selling and marketing		28,077		20,402		18,991		1,223	22,233		(23,781)	67,145
Product and technology		448		8,801		1,979		10,617	3,374		—	25,219
General and administrative		3,344		7,948		5,921		27,591	3,854		—	48,658
Other segment items:
Depreciation and amortization	(2)	(1,985)		(7,586)		(2,009)
Stock-based compensation expense	(2)	(734)		(2,343)		(1,061)

Change in fair value of contingent consideration		—		(909)		1,209

Restructuring costs		(17)		(96)		(160)

Other gains and losses	(3)	(3,314)		—		216
Adjusted EBITDA (Loss)		$	10,753	$	6,590	$	2,635

Other income (expense):
Interest expense									(3,751)			(21,113)

Change in fair value of private warrant liability									—			1,026
Change in fair value of derivatives									—			(6,724)
Gain on extinguishment of debt									—			4,891
Investment income and realized gains and losses, net of investment expenses									5,717			7,170
Other income (expense)									—			25,078

Income tax benefit (expense)									—			(866)
Net loss									$	(46,939)		$	(77,685)

______________________________________

(1)Revenue includes intersegment revenues of $74.2 million in Insurance Services, $0.5 million in Software & Data, and $(43.9) million revenue offsets in the Reciprocal Segment.

(3)Other gains and losses primarily includes investment income and some recoveries of reinsurance losses.

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The following table presents a reconciliation of segment profitability measures to consolidated net income (loss).

		Three Months Ended March 31,
		Three Months Ended June 30,				Six Months Ended June 30,
		2025		2024		2025		2024
Segment Profitability Measures:
Insurance Services Adjusted EBITDA (Loss)		$	2519,~~809~~657	$	63,~~915~~838	$	45,466	$	10,753
Software & Data Adjusted EBITDA (Loss)		45,~~571~~542		24,~~554~~036		10,113		6,590
Consumer Services Adjusted EBITDA (Loss)		~~(670)~~1,957		1,~~483~~152		1,287		2,635
Reciprocal Segment Net Income (loss)		(45,~~659)~~668		(1432,~~744~~195)		1,009		$	(46,939)
Subtotal		2532,~~051~~824		(323,~~792~~169)		57,875		(26,961)
Reconciling items:
Corporate expenses		(1211,~~849~~526)		(1512,~~027~~230)		$	(24,375)	$	(27,257)
Interest expense		(1112,~~195~~026)		(10,~~592~~451)		(23,221)		(21,043)
Income tax provision		~~(14)~~1,186		(~~178~~688)		1,172		(866)
Depreciation and amortization		(54,~~024~~461)		(6,~~310~~198)		(9,485)		(12,508)
Gain (loss) on extinguishment of debt		—34		~~4,891~~—		34		4,891
Other income, net		~~7,162~~95		232,~~342~~545		7,257		25,887
Stock-based compensation expense		(48,~~910~~000)		(57,~~368~~105)		(12,910)		(12,473)
Mark-to-market gains		5,969		7
Mark-to-market gains (losses)		9,975		(5,404)		15,944		(5,397)
Restructuring costs	(1)	~~(319)~~187		(~~157~~1,635)		(132)		(1,792)
Acquisition and other transaction costs		(~~135~~41)		~~(178)~~12		(176)		(166)
Net income (loss)		$	38,~~736~~247	$	(1364,~~362~~323)	$	11,983	$	(77,685)

______________________________________

(1) Primarily consists of cost related to forming a reciprocal exchange.

The CODM does not review assets on a segment basis other than the assets of the Reciprocal Segment that are presented on the unaudited Condensed Consolidated Balance Sheets as required for VIE disclosure.

All of our revenue is generated in the United States except for an immaterial amount. As of ~~March~~June 3130, 2025, and December 31, 2024, we did not have material assets located outside of the United States.

Note 3. Variable Interest Entity

A VIE is a legal entity that is structured such that equity investors lack the ability to make significant decisions relating to the entity's operations through voting rights, do not substantively participate in the gains and losses of the entity, or the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support. We consolidate VIEs in which we are deemed the primary beneficiary. The primary beneficiary is the entity that has both (1) the power to direct the activities of the VIE that most significantly affect that entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE.

On January 1, 2025, we completed the formation of the Reciprocal, a Texas-domiciled reciprocal insurance exchange. In connection with the formation, we completed the sale of our legacy homeowners insurance carrier, HOA, to the Reciprocal. The purchase price was equal to HOA’s estimated surplus at December 31, 2024, of approximately $105 million, less $58 million, which is the $49 million principal plus $9 million of unpaid interest under a surplus note issued by HOA to Porch Group, Inc. in 2023. The completion of the sale brought the total surplus notes held by Porch to approximately $106 million. Following the sale, HOA became a wholly owned subsidiary of the Reciprocal. The $9 million of interest was paid in April 2025.

We formed a management company that acts as attorney-in-fact ~~(“AIF”)~~ for the Reciprocal. The Reciprocal owns HOA and writes homeowners insurance policies that are sold to its subscribers. The establishment of the ~~AIF~~management company was completed in connection with the formation of the Reciprocal on January 1, 2025.

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We consolidate the Reciprocal since (1) we have provided surplus notes to the Reciprocal and would absorb any expected losses that could potentially be significant to the Reciprocal, including through the interest associated with $106 million of surplus notes due to Porch from the Reciprocal and (2) ~~the~~we ~~AIF~~manage ~~manages~~ the business operations of the Reciprocal and therefore ~~has~~have the power to direct the activities that most significantly impact the economic performance of the Reciprocal. The Reciprocal’s anticipated economic performance is driven by its underwriting and investment results. ~~The~~We ~~AIF~~receive ~~receives~~ a management fee for the services provided to the Reciprocal. The management fee revenues are based upon all premiums written or assumed by the Reciprocal (including HOA). ~~The AIF determines the management fee rate to be paid by the Reciprocal.~~

The assets of the Reciprocal can be used only to settle the obligations of the Reciprocal for which creditors and other beneficial owners have no recourse to Porch. We have no obligation related to any underwriting and/or investment losses experienced by the Reciprocal. As of ~~March~~June 3130, 2025, there were $106 million of surplus notes outstanding. The effects of the transactions between Porch and the Reciprocal are eliminated in consolidation to derive consolidated net income (loss). However, the management fee income earned ~~by the AIF~~ is reported in net income (loss) attributable to Porch and is included in basic and diluted earnings per share.

Note 4. Revenue

Disaggregation of Revenue

The following table provides detail of total revenue. Transactional revenue consists of revenue recognized from non-recurring sales or services that do not generate ongoing revenue and primarily includes revenue generated from moving services. Recurring revenue refers to revenue streams that are more predictable and generate revenue from customers on an ongoing basis, including revenue from insurance services management, inspection software, title insurance software, mortgage software, warranty products, and marketing services. Insurance carrier revenue consists of revenue earned through premiums collected on policies, policy fees, and commissions by the Reciprocal.

		Three Months Ended March 31,
		Three Months Ended June 30,				Six Months Ended June 30,
		2025		2024		2025		2024
Transactional		$	69,~~388~~174	$	69,~~474~~504	15,562		$	15,978
Recurring	(1) (2)	8099,~~138~~879		7866,~~205~~607		180,017		144,813
Intercompany revenue		(12,~~980~~035)		(~~263~~246)		(4,015)		(509)
		84,546		84,416
		107,018		75,865		191,564		160,282
Insurance carrier	(2)	3955,~~938~~409		4748,~~495~~739		95,347		96,234
Intercompany revenue		(1943,~~739~~132)		(1613,~~468~~760)		(62,871)		(30,229)
Total revenue		$	~~104~~119,~~745~~295	$	~~115~~110,~~443~~844	$	224,040	$	226,287

______________________________________

(1)Revenue recognized during the three and six months ended ~~March~~June 3130, 2025 and 2024, includes revenue ofthat ~~$8.2 million and $9.5 million, respectively, which~~ is accounted for in accordance with ASC Topic 460, Guarantees, separately from revenue from contracts with customers. Revenue accounted for under ASC Topic 460 was $8.3 million and $9.2 million for the three months ended June 30, 2025 and 2024, respectively, and $16.6 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively.

(2)Revenue recognized during the three and six months ended ~~March~~June 3130, 2025 and 2024, includes revenue ofthat ~~$65.6 million and $73.9 million, respectively, which~~ is accounted for in accordance with ASC Topic 944, Financial Services-Insurance, separately from the revenue from contracts with customers. Revenue accounted for under ASC Topic 944 was $72.9 million and $63.3 million for the three months ended June 30, 2025 and 2024, respectively, and $138.5 million and $137.1 million for the six months ended June 30, 2025 and 2024, respectively.

Disclosures Related to Contracts with Customers

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”) these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits.

1720

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Insurance Commissions Receivable

A summary of the activity impacting the contract assets during the ~~three~~six months ended ~~March~~June 3130, 2025, is presented below:

Balance at December 31, 2024	$	1,426
Estimated lifetime value of commissions on insurance policies sold by carriers	~~563~~1,138
Cash receipts	(~~102~~224)
Balance at March 31, 2025	$	1,887
Balance at June 30, 2025	$	2,340

As of ~~March~~June 3130, 2025, and December 31, 2024, $0.45 million and $0.2 million, respectively, of contract assets were expected to be collected within the immediately following 12 months and therefore were included in accounts receivable, net, on the unaudited Condensed Consolidated Balance Sheets. The remaining $1.59 million and $1.2 million of contract assets as of ~~March~~June 3130, 2025, and December 31, 2024, respectively, are expected to be collected after the immediately following 12 months and were included in other assets on the unaudited Condensed Consolidated Balance Sheets.

Deferred Revenue

A summary of the activity impacting Software & Data segment deferred revenue balances during the ~~three~~six months ended ~~March~~June 3130, 2025, is presented below:

Balance at December 31, 2024	$	3,435
Revenue recognized	(38,~~954~~284)
Additional amounts deferred	38,~~924~~015
Balance at March 31, 2025	$	3,405
Balance at June 30, 2025	$	3,166

Revenue recognized for performance obligations satisfied during the ~~three~~six ~~month~~months ended ~~March~~June 3130, 2025, includes $3.4 million that was included in the deferred revenue balances as of December 31, 2024.

Deferred revenue on the unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~balance~~Balance ~~sheet~~Sheets as of ~~March~~June 3130, 2025, and December 31, 2024, includes $~~216~~193.81 million and $242.6 million, respectively, of deferred revenue related to the Reciprocal Segment. The portion of insurance premiums related to the unexpired term of policies in force as of the end of the reporting period and to be earned over the remaining term of these policies is deferred and reported as deferred revenue.

Remaining Performance Obligations

The amount of the transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~balance~~Balance ~~sheets~~Sheets, is immaterial as of ~~March~~June 3130, 2025, and December 31, 2024.

We have applied the practical expedients not to present unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which we recognize revenue at the amount which it has the right to invoice for services performed.

Warranty Revenue and Related Balance Sheet Disclosures

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. As of ~~March~~June 3130, 2025 and December 31, 2024, we had $0.2 million and $0.3 million, respectively, of capitalized costs in prepaid expenses and other current assets. As of ~~March~~June 3130, 2025 and December 31, 2024, we had $0.87 million and $1.0 million, respectively, in other assets on the unaudited Condensed Consolidated Balance Sheets.

Payments received in advance of warranty services provided are included in refundable customer deposits or deferred revenue based upon the cancellation and refund provisions within the respective agreement. The following table provides balances as of the dates shown.

		March 31, 2025		December 31, 2024
Refundable customer deposits		$	12,712	$	12,598
Deferred revenue		$	2,314	$	2,751
Non-current deferred revenue	(1)	$	2,327	$	2,433

18Table of Contents


		June 30, 2025		December 31, 2024
Refundable customer deposits		$	13,229	$	12,598
Deferred revenue		$	1,089	$	2,751
Non-current deferred revenue	(1)	$	2,222	$	2,433

____________________________________

(1)Non-current deferred revenue is included in other liabilities in the unaudited Condensed Consolidated Balance Sheets.

For the three months ended ~~March~~June 3130, 2025 and 2024, we incurred $10.19 million and $1.67 million, respectively, in expenses related to warranty claims. For the six months ended June 30, 2025 and 2024, we incurred $2.0 million and $3.3 million, respectively, in expenses related to warranty claims.

Note 5. Investments

The following table summarizes investment income and realized gains and losses on investments during the periods presented.

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Investment income, net of investment expenses	$	2,~~838~~681	$	3,~~664~~574	$	5,519	$	7,238
Realized gains on investments	74181		1426		256		40
Realized losses on investments	(~~102~~197)		(3474)		(300)		(108)
Investment income and realized gains and losses, net of investment expenses	$	2,~~810~~665	$	3,~~644~~526	$	5,475	$	7,170

Investments Held by Porch Group

The following tables summarize the amortized cost, fair value, and unrealized gains and losses of investment securities.

		March 31, 2025
		June 30, 2025
		Amortized Cost		Gross Unrealized				Fair Value
				Gains		Losses
U.S. Treasuries		$	169,~~437~~943	$	~~152~~88	$	—	$	1610,~~589~~031
Obligations of states, municipalities and political subdivisions		23,~~075~~513		2238		—		23,~~097~~551
Corporate bonds		810,~~502~~950		~~137~~171		—		811,~~639~~121
Residential and commercial mortgage-backed securities		38,~~346~~184		5489		—(2)		38,~~400~~271
Other loan-backed and structured securities		—		—		—		—
Total investment securities	(1)	$	3032,~~360~~590	$	~~365~~386	$	—(2)	$	3032,~~725~~974

____________________________________

(1)Represents total investment securities held by our captive reinsurance business as collateral for the benefit of HOA.

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	December 31, 2024
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
U.S. Treasuries	$	27,489	$	34	$	(421)	$	27,102
Obligations of states, municipalities and political subdivisions	12,602		26		(756)		11,872
Corporate bonds	72,996		192		(2,292)		70,896
Residential and commercial mortgage-backed securities	62,721		85		(2,032)		60,774
Other loan-backed and structured securities	12,335		28		(256)		12,107
Total investment securities	$	188,143	$	365	$	(5,757)	$	182,751

19The amortized cost and fair value of securities held by our captive reinsurance business at June 30, 2025, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The amortized cost and fair value of securities held by our captive reinsurance business at March 31, 2025, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


		June 30, 2025
Remaining Time to Maturity		Amortized Cost		Fair Value
Due in one year or less		$	3,098	$	3,104
Due after one year through five years		16,138		16,348
Due after five years through ten years		5,170		5,251
Due after ten years		—		—
Residential and commercial mortgage-backed securities		8,184		8,271
Other loan-backed and structured securities		—		—
Total	(1)	$	32,590	$	32,974

		March 31, 2025
Remaining Time to Maturity		Amortized Cost		Fair Value
Due in one year or less		$	4,407	$	4,415
Due after one year through five years		18,263		18,492
Due after five years through ten years		4,345		4,418
Due after ten years		—		—
Residential and commercial mortgage-backed securities		3,345		3,400
Other loan-backed and structured securities		—		—
Total	(1)	$	30,360	$	30,725

____________________________________

(1)Represents total investment securities held by our captive reinsurance business as collateral for the benefit of HOA.

Securities held by our captive reinsurance business with gross unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:

		Less Than Twelve Months				Twelve Months or Greater				Total
As of March 31, 2025		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value
As of June 30, 2025		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value
U.S. Treasuries		$	—	$	1,~~505~~654	$	—	$	—	$	—	$	1,~~505~~654
Obligations of states, municipalities and political subdivisions		—		—		—		—		—		—
Corporate bonds		—		~~299~~200		—		—		—		~~299~~200
Residential and commercial mortgage-backed securities		—(2)		46367		—		—		—(2)		46367
Other loan-backed and structured securities		—		—		—		—		—		—
Total securities	(1)	$	—(2)	$	12,~~850~~221	$	—	$	—	$	—(2)	$	12,~~850~~221

____________________________________

(1)Represents total investment securities held by our captive reinsurance business as collateral for the benefit of HOA.

At ~~March~~June 3130, 2025, there were ~~four~~seven securities, held by our captive reinsurance business as collateral for the benefit of HOA, in an unrealized loss position. Of these securities, none had been in an unrealized loss position for 12 months or longer.

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	Less Than Twelve Months				Twelve Months or Greater				Total
As of December 31, 2024	Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value
U.S. Treasuries	$	(376)	$	7,881	$	(45)	$	525	$	(421)	$	8,406
Obligations of states, municipalities and political subdivisions	(652)		7,738		(104)		1,175		(756)		8,913
Corporate bonds	(2,063)		47,045		(229)		3,100		(2,292)		50,145
Residential and commercial mortgage-backed securities	(1,671)		49,585		(361)		2,691		(2,032)		52,276
Other loan-backed and structured securities	(249)		6,976		(7)		49		(256)		7,025
Total securities	$	(5,011)	$	119,225	$	(746)	$	7,540	$	(5,757)	$	126,765

At December 31, 2024, there were 452 securities in an unrealized loss position.

Investments Held by the Reciprocal (Consolidated VIE)

The following table summarizes the amortized cost, fair value, and unrealized gains and losses of investment securities held by the Reciprocal.

March 31, 2025

June 30, 2025

Amortized Cost

Gross Unrealized

Fair Value

Gains

Losses

U.S. Treasuries

9,~~876~~480

5765

(~~264~~227)

9,~~669~~318

Obligations of states, municipalities and political subdivisions

1013,~~049~~653

3573

(~~559~~471)

913,~~525~~255

Corporate bonds

7975,~~250~~540

~~339~~665

(1,~~555~~227)

7874,~~034~~978

Residential and commercial mortgage-backed securities

6260,~~340~~469

~~184~~301

(1,~~223~~164)

6159,~~301~~606

Other loan-backed and structured securities

1215,~~539~~049

46105

(~~190~~167)

1214,~~395~~987

Total investment securities held by the consolidated VIE

174,~~054~~191

~~661~~1,209

(3,~~791~~256)

~~170~~172,~~924~~144

The amortized cost and fair value of securities held by the Reciprocal at June 30, 2025, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2025

June 30, 2025

Remaining Time to Maturity

Amortized Cost

Fair Value

Due in one year or less

2,~~405~~396

2,~~338~~333

Due after one year through five years

3237,~~653~~509

3237,~~057~~090

Due after five years through ten years

4636,~~346~~610

4536,~~338~~152

Due after ten years

1722,~~771~~158

1721,~~495~~976

Residential and commercial mortgage-backed securities

6260,~~340~~469

6159,~~301~~606

Other loan-backed and structured securities

1215,~~539~~049

1214,~~395~~987

Total

174,~~054~~191

~~170~~172,~~924~~144

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Securities held by the Reciprocal with gross unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:

Less Than Twelve Months

Twelve Months or Greater

Total

As of March 31, 2025

Gross Unrealized Loss

Fair Value

Gross Unrealized Loss

Fair Value

Gross Unrealized Loss

Fair Value

As of June 30, 2025

Gross Unrealized Loss

Fair Value

Gross Unrealized Loss

Fair Value

Gross Unrealized Loss

Fair Value

U.S. Treasuries

(~~224~~188)

4,~~387~~432

(4039)

~~290~~124

(~~264~~227)

4,~~677~~556

Obligations of states, municipalities and political subdivisions

(~~468~~387)

6,~~290~~140

(9184)

1,~~137~~142

(~~559~~471)

7,~~427~~282

Corporate bonds

(1,~~386~~083)

3317,~~749~~511

(~~169~~144)

2,~~570~~310

(1,~~555~~227)

3619,~~319~~821

Residential and commercial mortgage-backed securities

(~~922~~878)

3628,~~968~~875

(~~301~~286)

2,~~417~~041

(1,~~223~~164)

3930,~~385~~916

Other loan-backed and structured securities

(~~184~~162)

43,~~415~~534

(65)

4849

(~~190~~167)

43,~~463~~583

Total securities held by the consolidated VIE

(32,~~184~~698)

8560,~~809~~492

(~~607~~558)

65,~~462~~666

(3,~~791~~256)

9266,~~271~~158

At ~~March~~June 3130, 2025, there were ~~395~~327 securities in an unrealized loss position held by the Reciprocal. Of these securities, 6057 had been in an unrealized loss position for 12 months or longer as of ~~March~~June 3130, 2025.

We believe there were no fundamental issues, such as credit losses or other factors, with respect to any of our available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. We expect that the securities will not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because we have the ability and intent to hold our available-for-sale investments until a market price recovery or maturity, we do not consider any of our investments to have any decline in fair value due to expected credit losses at ~~March~~June 3130, 2025.

2225

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Note 6. Fair Value

The following tables summarize the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis.

		Fair Value Measurement as of March 31, 2025
		Fair Value Measurement as of June 30, 2025
		Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds		$	~~9,324~~343	$	—	$	—	$	~~9,324~~343
Debt securities:
U.S. Treasuries		1610,~~589~~031		—		—		1610,~~589~~031
Obligations of states, municipalities and political subdivisions		—		23,~~097~~551		—		23,~~097~~551
Corporate bonds		—		811,~~639~~121		—		811,~~639~~121
Residential and commercial mortgage-backed securities		—		38,~~400~~271		—		38,~~400~~271
Other loan-backed and structured securities		—		—		—		—
Asset of Reciprocal (a consolidated variable interest entity):
Money market mutual funds		115,~~760~~097		—		—		115,~~760~~097
Debt securities:
U.S. Treasuries		9,~~669~~318		—		—		9,~~669~~318
Obligations of states, municipalities and political subdivisions		—		913,~~525~~255		—		913,~~525~~255
Corporate bonds		—		7874,~~034~~978		—		7874,~~034~~978
Residential and commercial mortgage-backed securities		—		6159,~~301~~606		—		6159,~~301~~606
Other loan-backed and structured securities		—		1214,~~395~~987		—		1214,~~395~~987
		$	3734,~~342~~789	$	~~175~~185,~~391~~769	$	—	$	~~212~~220,~~733~~558
Liabilities
Contingent consideration - business combinations	(1)	$	—	$	—	$	55	$	55
Private warrant liability	(2)	—		—		14,~~192~~070		14,~~192~~070
Embedded derivatives	(3)	—		—		152,~~589~~736		152,~~589~~736
		$	—	$	—	$	166,~~836~~861	$	166,~~836~~861

______________________________________

(1)The liability for contingent considerations related to business combinations is included in other liabilities in the unaudited Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2025.

(2)The private warranty liability is included in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2025.

(3)The embedded derivatives liability is included in other liabilities in the unaudited Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2025.

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		Fair Value Measurement as of December 31, 2024
		Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds		$	111,950	$	—	$	—	$	111,950
Debt securities:
U.S. Treasuries		27,102		—		—		27,102
Obligations of states, municipalities and political subdivisions		—		11,872		—		11,872
Corporate bonds		—		70,896		—		70,896
Residential and commercial mortgage-backed securities		—		60,774		—		60,774
Other loan-backed and structured securities		—		12,107		—		12,107
		$	139,052	$	155,649	$	—	$	294,701
Liabilities
Contingent consideration - business combinations	(1)	$	—	$	—	$	83	$	83
Private warrant liability	(2)	—		—		460		460
Embedded derivatives	(3)	—		—		22,262		22,262
		$	—	$	—	$	22,805	$	22,805

______________________________________

(1)The unaudited Condensed Consolidated Balance Sheets included less than $0.1 million in accrued expenses and other current liabilities and less than $0.1 million in other liabilities as of December 31, 2024, for contingent consideration related to business combinations.

(2)The private warranty liability is included in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of December 31, 2024.

(3)The embedded derivatives liability is included in other liabilities in the unaudited Condensed Consolidated Balance Sheets as of December 31, 2024.

Financial Assets

Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. As the funds are generally maintained at a net asset value which does not fluctuate, cost approximates fair value. These are included as a Level 1 measurement in the table above. The fair values for available-for-sale fixed-maturity securities are based upon prices provided by an independent pricing service. We have reviewed these prices for reasonableness and have not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2.

Contingent Consideration – Business Combinations

As part of the acquisition of Floify, LLC (“Floify”) in October 2021, we issued shares as partial closing consideration to the sellers of Floify and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024 (the “True-Up Obligation”). The True-Up Obligation could be settled at our option in cash, Porch common stock, or a combination thereof. On March 27, 2024, we entered into aan ~~settlement~~ agreement ~~and mutual release of claims with the sellers of Floify~~ to settle a post-closing dispute related to a 2021 acquisition. As part of ~~the of~~ this agreement, the sellers ~~of Floify~~ agreed to terminate ~~the~~a ~~True-Up~~contingent ~~Obligation~~consideration obligation in full ~~and released from restriction approximately $0~~.9 ~~million of escrowed cash to us.~~ We ~~estimated~~recognized ~~the~~a fair value of the True-Up Obligation as of the settlement date using the Monte Carlo simulation method. The fair value is based on the simulated market price of our common stock over the maturity date of the True-Up Obligation. As of March 27, 2024, the key inputs used to determine the fair value of $14.9 million ~~included the stock price of $4.13, strike price of $36.00, discount rate of 23.6% and volatility of 95%. Subsequent to the valuation, we recognized a~~ gain on settlement in first quarter 2024 other income, net, in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss ~~equal to the fair value of $14~~.~~9 million.~~

We estimated the fair value of the business combination contingent consideration based on specific metrics related to the acquisition of Residential Warranty Services (“RWS”) in April 2022, using the discounted cash flow method. The fair value is based on a percentage of revenue of the contingent consideration through the maturity date of August 2026. As of ~~March~~June 3130, 2025, the key inputs used to determine the fair value of $0.1 million were management’s cash flow estimates and the discount rate of 14%. As of December 31, 2024, the key inputs used to determine the fair value of $0.1 million were management’s cash flow estimates and the discount rate of 14%.

and the discount rate of 14%. As of December 31, 2024, the key inputs used to determine the fair value of $0.1 million were management’s cash flow estimates and the discount rate of 14%.

Private Warrants

We estimated the fair value of the private warrants that expire on December 23, 2025, using the Black-Scholes-Merton option pricing model. As of ~~March~~June 3130, 2025, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 6763%, remaining contractual term of 0.7348 years, and stock price of $711.2979. As of ~~December 31, 2024, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 67%, remaining contractual term of 0.98 years, and stock price of $4.92.~~

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December 31, 2024, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 67%, remaining contractual term of 0.98 years, and stock price of $4.92.

Embedded Derivatives

In connection with the issuance of senior secured convertible notes in April 2023 (the “2028 Notes”) and in accordance with Accounting Standards Codification 815-15, Derivatives and Hedging – Embedded Derivatives, (“ASC 815-15”) certain features of the ~~senior~~2028 ~~secured~~Notes ~~convertible notes~~ were bifurcated and accounted for separately from the notes. The following features are recorded as derivatives.

•Repurchase option. This derivative had no value at June 30, 2025, because in May 2025 we reduced the outstanding principal of the 2026 Notes (see Note 9, Debt) to below the $30 million threshold described in this paragraph. If more than $30 million aggregate principal amount of the 2026 Notes ~~remains~~were to remain outstanding on June 14, 2026, the 2028 Note holders would have the right to require us to repurchase for cash on June 15, 2026, all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral number thereof, at a repurchase price equal to 106.5% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

•Fundamental change option. If we undergo a fundamental change, as defined in the indenture governing the 2028 Notes and subject to certain conditions, holders of the 2028 Notes have the right to require us to repurchase for cash all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to 105.25% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. A fundamental change includes events such as a change in control, recapitalization, liquidation, dissolution, or delisting.

•Asset sale repurchase option. If we sell assets and receive net cash proceeds of $2.5 million in excess of the Asset Sale Threshold (as defined below) (such excess net cash proceeds, the “Excess Proceeds”), we must offer to all holders of 2028 Notes to repurchase their 2028 Notes for an aggregate amount of cash equal to 50% of such Excess Proceeds at a repurchase price per 2028 Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the relevant purchase date, if any. “Asset Sale Threshold” means $20.0 million in the aggregate, provided that on and after the date on which the cumulative net cash proceeds received by the Company and its restricted subsidiaries from the sale of assets after April 20, 2023, exceeds $20.0 million in the aggregate, the “Asset Sale Threshold” means $0. As of ~~March~~June 3130, 2025, our remaining Asset Sale Threshold was $9.1 million ~~(See Note 17)~~.

~~The~~In ~~inputs~~connection ~~for~~with ~~determining~~the ~~fair~~issuance ~~value~~ of ~~the~~senior ~~embedded~~unsecured ~~derivatives~~convertible ~~are~~notes ~~classified~~in asMay ~~Level~~2025 3(the ~~inputs.~~“2030 ~~Level~~Notes,” 3see ~~fair~~Note ~~value~~9) isand ~~based~~in onaccordance ~~unobservable~~with ~~inputs~~ASC ~~based~~815-15, oncertain ~~the~~features ~~best~~of ~~information~~the ~~available.~~2030 ~~These~~Notes ~~inputs~~were ~~include~~bifurcated ~~the~~and ~~probabilities~~accounted offor aseparately ~~repurchase,~~from athe ~~fundamental~~notes. ~~change,~~The ~~and~~following ~~qualifying~~features ~~asset~~are ~~sales,~~recorded ~~ranging~~as ~~from 2% to 57%~~derivatives.

•Additional interest. If at any time after November 27, 2025 we fail to file all reports required under the Securities Exchange Act of 1934, as amended, (after giving effect to applicable grace periods and other than Form 8-Ks) during the preceding 12-month period, or the 2030 Notes are not otherwise freely tradable under Rule 144 other than with respect to holders that are affiliates, we will be required to pay additional interest at a rate of 0.50% per annum on the outstanding principal amount to noteholders for each day we are out of compliance with these requirements (the “Additional Interest”). The value of the Additional Interest derivative was $0 at the issuance date and $0 as of June 30, 2025.

•Participation feature. If the fair market value of a distribution (arising from a spin-off, distribution of capital stock, other asset or property distribution, or distribution of securities) made to stockholders is equal to or greater than the average of the last reported sale price of our common stock over the ten consecutive trading day period ending on, and including, the trading day immediately preceding the ex-dividend date for such distribution, then each holder of the 2030 Notes will directly receive, in respect of each $1,000 principal amount thereof, the same type and amount of property that they would have received if they had already converted their senior unsecured convertible notes into shares at the then-current conversion rate. This payment will be made at the same time and on the same terms as it is made to common stockholders. If the amount of any cash dividend per share is equal to or greater than the last reported sale price of our common stock immediately before the dividend, then the holders of the 2030 Notes are entitled to receive, for each $1,000 principal amount of notes, a cash payment (without needing to convert the notes) in the amount of cash they would have received as if they owned a number of shares of common stock equal to the number of 2030 Notes held multiplied by the conversion rate on the ex-dividend date for such cash dividend or distribution. The value of the participation feature derivative was $0 at the issuance date and $0 as of June 30, 2025.

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The inputs for determining fair value of the embedded derivatives are classified as Level 3 inputs. Level 3 fair value is based on unobservable inputs based on the best information available. These inputs include the probabilities of a repurchase, a fundamental change, qualifying asset sales, maintaining compliance with SEC regulations relative to the notes, and certain distributions to shareholders, ranging from 0% to 58%.

Level 3 Rollforward

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value.

The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows:

		Contingent Consideration - Business Combinations		Embedded Derivatives		Private Warrant Liability
Fair value as of December 31, 2024		$	83	$	22,262	$	460
Change in fair value, loss (gain) included in net loss	(1)	(28)		(619,~~673~~526)		~~732~~3,610
Fair value as of March 31, 2025		$	55	$	15,589	$	1,192
Fair value as of June 30, 2025		$	55	$	2,736	$	4,070


		Contingent Consideration - Business Combinations		Embedded Derivatives		Private Warrant Liability
Fair value as of December 31, 2023		$	18,455	$	28,131	$	1,151

Settlements		(14,930)		—		—
Change in fair value, loss (gain) included in net loss	(1)	(300)		6,724		(1,026)
Fair value as of June 30, 2024		$	3,225	$	34,855	$	125

		Contingent Consideration - Business Combinations		Embedded Derivatives		Private Warrant Liability
Fair value as of December 31, 2023		$	18,455	$	28,131	$	1,151
Settlements		(14,930)		—		—
Change in fair value, loss (gain) included in net loss	(1)	1,051		(1,483)		425
Fair value as of March 31, 2024		$	4,576	$	26,648	$	1,576

______________________________________

(1)Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~statements~~Statements of Operations and Comprehensive Income (Loss) operations. Changes in fair value of the private warrant liability and embedded derivatives are disclosed separately in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Fair Value of Fixed Rate Debt

As of ~~March~~June 3130, 2025, and December 31, 2024, the fair value of the 2026 Notes (see Note 9) was $~~152~~19.57 million and $137.7 million, respectively. As of ~~March~~June 3130, 2025, and December 31, 2024, the fair value of the 2028 Notes (see Note 9) was $~~295~~327.47 million and $278.3 million, respectively. As of June 30, 2025, the fair value of the 2030 Notes (see Note 9) was $168.5 million. The fair value of the other notes approximate the unpaid principal balance. All debt, other than the convertible notes which are Level 2, is considered a Level 3 measurement.

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Note 7. Property, Equipment, and Software

Property, equipment, and software, net, consists of the following:

	March 31,2025		December 31,2024
	June 30,2025		December 31,2024
Software and computer equipment	$	8,~~144~~309	$	8,051
Furniture, office equipment, and other	1,~~443~~485		1,471
Internally developed software	3842,~~664~~138		35,096
Leasehold improvements	928		928
	49,179		45,546
	52,860		45,546
Less: Accumulated depreciation and amortization	(2426,~~880~~395)		(23,004)
Property, equipment, and software, net	$	2426,~~299~~465	$	22,542

Depreciation and amortization expense related to property, equipment, and software was $1.65 million and $1.65 million for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $3.1 million and $3.1 million for the six months ended June 30, 2025 and 2024, respectively.

Note 8. Intangible Assets and Goodwill

Intangible Assets

Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment. The following tables summarize intangible asset balances.


As of June 30, 2025	Weighted Average Useful Life (in years)	Intangible Assets, Gross		Accumulated Amortization and Impairment		Intangible Assets, Net
Customer relationships	9.0	$	61,574	$	(29,121)	$	32,453
Acquired technology	5.0	23,976		(19,129)		4,847
Trademarks and tradenames	11.0	22,025		(8,295)		13,730
Non-compete agreements	7.0	180		(84)		96

Renewal rights	6.0	9,734		(5,368)		4,366
Insurance licenses	Indefinite	4,960		—		4,960
Total intangible assets		$	122,449	$	(61,997)	$	60,452

As of March 31, 2025	Weighted Average Useful Life (in years)	Intangible Assets, Gross		Accumulated Amortization and Impairment		Intangible Assets, Net
Customer relationships	9.0	$	66,374	$	(32,128)	$	34,246
Acquired technology	5.0	24,476		(18,348)		6,128
Trademarks and tradenames	11.0	22,025		(7,794)		14,231
Non-compete agreements	7.0	200		(96)		104
Renewal rights	6.0	9,734		(5,042)		4,692
Insurance licenses	Indefinite	4,960		—		4,960
Total intangible assets		$	127,769	$	(63,408)	$	64,361


As of December 31, 2024	Weighted Average Useful Life (in years)	Intangible Assets, Gross		Accumulated Amortization and Impairment		Intangible Assets, Net
Customer relationships	9.0	$	69,024	$	(32,620)	$	36,404
Acquired technology	5.0	28,001		(20,490)		7,511
Trademarks and tradenames	11.0	23,443		(8,708)		14,735
Non-compete agreements	5.0	301		(182)		119
Renewal rights	6.0	9,734		(4,717)		5,017
Insurance licenses	Indefinite	4,960		—		4,960
Total intangible assets		$	135,463	$	(66,717)	$	68,746

The aggregate amortization expense related to intangibles was $43.49 million and $4.7 million for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $8.3 million and $9.4 million for the six months ended June 30, 2025 and 2024, respectively.

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Goodwill

The following table summarizes goodwill balances by segment as of ~~March~~June 3130, 2025.

	March 31, 2025
	June 30, 2025
Software & Data	$	157,364
Consumer Services	34,543
Total	$	191,907

As of December 31, 2024, the entire $191.9 million goodwill balance was included in our legacy Vertical Software segment. On January 1, 2025, new segments were created per the discussion in Note 2. We performed a quantitative analysis as of January 1, 2025, reallocating the $191.9 million to the Software & Data and Consumer Services segments as shown in the table above on a relative fair value basis. We estimated the fair value of the Software & Data and Consumer Services reporting units using a combination of market and income approaches based on peer performance and discounted cash flow methodologies. The goodwill analysis required significant judgments to reallocate the fair value of the reporting units, including internal forecasts and determination of weighted average cost of capital. The weighted average cost of capital used was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 11% to 14%. Management considers historical experience and all available information at the time the fair values are estimated. Assumptions are subject to a high degree of judgment and complexity. Other than this reallocation to new segments, there were no changes in the carrying amount of goodwill for the ~~three~~six months ended ~~March~~June 3130, 2025.

Note 9. Debt

The following tables summarize outstanding debt as of ~~March~~June 3130, 2025, and December 31, 2024.

	Principal		Unamortized Debt Issuance Costs & Discount		Carrying Value
Convertible senior notes, due 2026	$	173,771	$	(1,382)	$	172,389
Convertible senior unsecured notes, due 2026	$	20,549	$	(135)	$	20,414
Convertible senior notes, due 2028	333,334		(96,563)		236,771
Convertible senior secured notes, due 2028	333,334		(91,450)		241,884
Balance as of March 31, 2025	$	507,105	$	(97,945)	$	409,160
Convertible senior unsecured notes, due 2030	134,000		(2,170)		131,830
Balance as of June 30, 2025	$	487,883	$	(93,755)	$	394,128

	Principal		Unamortized Debt Issuance Costs & Discount		Carrying Value
Convertible senior notes, due 2026	$	173,771	$	(1,616)	$	172,155
Convertible senior unsecured notes, due 2026	$	173,771	$	(1,616)	$	172,155
Convertible senior notes, due 2028	333,334		(101,701)		231,633
Convertible senior secured notes, due 2028	333,334		(101,701)		231,633
Other notes	150		—		150
Balance as of December 31, 2024	$	507,255	$	(103,317)	$	403,938

2026 Convertible Senior Unsecured Notes

~~Interest~~On ~~expense~~May ~~for~~27, ~~our~~2025, ~~convertible~~we ~~senior~~completed ~~notes~~a ~~includes~~series ~~both contractual interest expense and amortization~~ of ~~debt~~privately ~~issuance~~negotiated ~~costs~~refinancing ~~and~~transactions ~~discount.~~with ~~The~~certain ~~following~~holders ~~table~~of ~~details~~our ~~interest expense recognized for the~~ 0.75% ~~convertible~~Convertible ~~senior~~Senior ~~notes~~Unsecured Notes due in September 2026 (the “2026 Notes”) ~~and the 6~~.~~75%~~ ~~convertible~~As ~~senior~~part ~~notes~~of ~~due~~these inrefinancing ~~October~~transactions, ~~2028 (the “2028 Notes”).~~we:

	Three Months Ended March 31,
	2025		2024
Contractual interest expense for 2026 Notes	$	326	$	415
Contractual interest expense for 2028 Notes	5,625		5,625
Amortization of debt issuance costs and discount for 2026 Notes	235		296
Amortization of debt issuance costs and discount for 2028 Notes	5,137		4,322
	$	11,323	$	10,658

•Exchanged $96.8 million aggregate principal amount of 2026 Notes for $83.0 million aggregate principal amount of newly issued 9.00% Convertible Senior Unsecured Notes due 2030 (the “2030 Notes”),

~~The~~•Issued ~~effective~~an ~~interest~~additional ~~rates~~$51.0 million ~~for~~aggregate ~~the~~principal ~~2026~~amount of 2030 Notes ~~and~~for ~~2028~~cash ~~Notes~~to ~~are~~the ~~1.3%~~same ~~and~~investors ~~17.9%,~~that ~~respectively.~~participated in the exchange, and

~~For~~•Repurchased ~~the three months ended March 31, 2025 and 2024, we capitalized~~ $047.15 million ~~and~~aggregate ~~$0.1~~principal ~~million,~~amount ~~respectively,~~ of ~~interest~~2026 ~~expense on the 2028~~ Notes ~~related~~for to$47.3 million ~~internally~~in ~~developed software projects~~cash.

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amount of the 2026 Notes for $8.4 million cash in May 2025. We recognized a net gain on extinguishment of debt of less than $0.1 million in the second quarter of 2025.

In July 2025, we repurchased a total $11.8 million aggregate principal amount of our 2026 Notes for $11.3 million, representing 96.5% par value. We expect to recognize a gain on extinguishment of debt of approximately $0.3 million during the third quarter of 2025. After this transaction, the outstanding principal of the 2026 Notes was $8.8 million. Our Board of Directors has authorized management to repurchase the remaining 2026 Notes in cash in the open market or through privately negotiated transactions.

During 2024, we repurchased a total of $51.2 million aggregate principal amount of our 2026 Notes, including $8.0 million in the first quarter for $3.0 million, and $43.2 million through the rest of the year for $20.2 million, representing 45.3% of par value, in total. We recognized a total gain on extinguishment of debt in 2024 of $27.4 million, of which $4.9 million was recognized in the first quarter of 2024.

282030 Convertible Senior Unsecured 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 $15.71 per share (the “Conversion Rate”). The conversion price is subject to adjustment based on the Conversion Rate then in effect. If all outstanding 2030 Notes were converted in full at this initial conversion price as of the closing date, this would have equated to approximately 8.5 million shares of common stock. These shares, along with Conversion Rate, are subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes. 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 the following circumstances:

•during any fiscal quarter commencing after the calendar quarter ending September 30, 2025, if our common stock price exceeds 120% (or $18.85) of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter;

•during five business days after any five consecutive trading days in which the trading price per one thousand dollars of 2030 Notes was less than 98% of the product of the closing sale price of our common stock and the then current conversion rate;

•upon the occurrence of certain corporate actions;

•upon the occurrence of a fundamental change, a make-whole fundamental change or any share exchange event; or

•prior to the related redemption date if we elect to exercise the company call option.

Upon the occurrence of a make-whole fundamental change or the exercise of our redemption option as described below, we would, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2030 Notes in connection with such make-whole fundamental change or exercise of redemption (not to exceed 101.8132 shares of common stock per one thousand dollars of principal amount of the 2030 Notes). As of June 30, 2025, none of the conditions of the 2030 Notes to early convert were met.

The 2030 Notes are also redeemable at the option of the Company on or after November 20, 2026, if the last reported sale price of Porch’s common stock has been at least 120% (or $18.85) of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period.

The 2030 Notes are senior unsecured obligations, accrue interest at a rate of 9.00%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2025. The 2030 Notes mature on May 15, 2030, unless earlier converted, redeemed, or repurchased.

In connection with the issuance of the 2030 Notes, we recognized a premium of $13.4 million in excess of the principal amount of the notes. In accordance with ASC 470-20, Debt - Debt with Conversion and Other Options, we bifurcated the 2030 Notes financial instrument into its liability and equity components. The principal amount, net of the associated debt issuance costs, of the 2030 Notes was recorded as long-term debt in the unaudited Condensed Consolidated Balance Sheets. The premium was recorded as an increase to additional paid-in capital in the unaudited Condensed Consolidated Balance Sheets. When issuing convertible debt at a substantial premium, our accounting policy is to allocate all debt issuance costs to the debt component.

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Interest on Convertible Notes

Interest expense for our convertible notes includes both contractual interest expense and amortization of debt issuance costs and discount. The following table details interest expense recognized for the 0.75% 2026 Notes, the 6.75% 2028 Notes, and the 9.00% 2030 Notes.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Contractual interest expense for 2026 Notes	$	230	$	407	$	556	$	821
Contractual interest expense for 2028 Notes	5,625		5,625		11,250		11,250
Contractual interest expense for 2030 Notes	1,005		—		1,005		—
Amortization of debt issuance costs and discount for 2026 Notes	167		292		403		588
Amortization of debt issuance costs and discount for 2028 Notes	5,114		4,263		10,251		8,584
Amortization of debt issuance costs for 2030 Notes	36		—		36		—
	$	12,177	$	10,587	$	23,501	$	21,243

The effective interest rates for the 2026 Notes, 2028 Notes, and 2030 Notes are 1.3%, 17.9%, and 9.2%, respectively.

For the three and six months ended June 30, 2025 and 2024, we capitalized interest expense on the 2028 Notes related to internally developed software projects. During the three months ended June 30, 2025 and 2024, we capitalized $0.2 million and $0.1 million, respectively, and we capitalized $0.3 million and $0.2 million during the six months ended June 30, 2025 and 2024, respectively.

Note 10. Stockholders' Equity and Warrants

Common Shares Outstanding and Common Stock Equivalents

The following table shows the number of our common shares that could be issued for each component of our capital structure.

		March 31,2025	December 31,2024
		June 30,2025	December 31,2024
Outstanding common shares	(1)	120,149	119,770
Outstanding common shares, excluding shares held by the Reciprocal Segment		103,907	101,458
Outstanding common shares held by the Reciprocal Segment	(1)	18,312	18,312
Outstanding common shares, total		122,219	119,770
Common shares reserved for future issuance:
Private warrants		1,796	1,796
Stock options		3,~~140~~020	3,181
Restricted and performance stock units and awards (Note 11)		1214,~~882~~301	14,119
2020 Equity Plan pool reserved for future issuance (Note 11)		1310,~~668~~295	7,698
Convertible senior notes, due 2026	(2)	6,950	6,950
Convertible senior unsecured notes, due 2026	(2)	822	6,950
Convertible senior notes, due 2028		13,332	13,332
Convertible senior secured notes, due 2028		13,332	13,332
Total shares of common stock outstanding and reserved for future issuance		171,917	166,846
Convertible senior unsecured notes, due 2030		8,527	—
Total shares of common stock outstanding and reserved for future issuance		174,312	166,846

______________________________________

(1)~~Includes~~Represents ~~18.3 million~~ shares of common stock held by the Reciprocal as of ~~March~~Homeowners of America (“HOA”) as of December 31, 2024, and held by the Reciprocal as of June 30, 2025. (following the distribution of such shares to the Reciprocal in connection with the sale of HOA to the Reciprocal in the first quarter of 2025).

(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 5 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2025.33

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(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 0.5 million potentially dilutive shares instead of the shares reported in this table as of June 30, 2025.

Warrants

There was no activity related to private warrants during the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024. As of ~~March~~June 3130, 2025, and December 31, 2024, there were 1.8 million private warrants outstanding for common shares. The exercise price of these private warrants is $11.50, and they expire on December 23, 2025. The private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in “change in fair value of private warrant liability” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 6 for more information.

Note 11. Stock-Based Compensation

The following table summarizes the classification of stock-based compensation expense in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue	$	3462	$	—	$	96	$	—
Selling and marketing	$	~~303~~496	$	~~694~~710	$	799	$	1,404
Product and technology	~~692~~966		1,~~095~~426		1,658		2,521
General and administrative	36,~~881~~476		34,~~579~~969		10,357		8,548
Total stock-based compensation expense	$	48,~~910~~000	$	57,~~368~~105	$	12,910	$	12,473

Under our 2020 Stock Incentive Plan, employees, directors and consultants are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and other stock awards, collectively referred to as “Equity Awards.” All Equity Awards granted induring the six months ended June 30, 2025, were to employees and directors.

29The following table summarizes Equity Award activity for the six months ended June 30, 2025:

The following table summarizes Equity Award activity for the three months ended March 31, 2025:


		Number of Options	Number of Restricted Stock Units	Number of Performance Restricted Stock Units
Balances as of December 31, 2024		3,181	7,845	6,272
Granted	(1)	—	3,300	3,544
Vested		—	(2,373)	—
Exercised		(160)	—	—
Forfeited, canceled or expired	(1)	(1)	(1,426)	(2,861)
Balances as of June 30, 2025		3,020	7,346	6,955

	Number of Options	Number of Restricted Stock Units	Number of Performance Restricted Stock Units
Balances as of December 31, 2024	3,181	7,845	6,272
Granted	—	130	—
Vested	—	(374)	—
Exercised	(41)	—	—
Forfeited, canceled or expired	—	(108)	(883)
Balances as of March 31, 2025	3,140	7,493	5,389

______________________________________

~~The~~(1)Includes ~~weighted-average~~0.9 million RSUs and 1.9 million PRSUs that were granted and canceled during the same period. Subsequent to the original grant date, ~~fair~~we ~~value~~identified an inadvertent error related to the number of RSUs and PRSUs granted. ~~during~~The original awards were canceled and concurrently replaced with a corrected lower number of RSUs and PRSUs. The cancellation and concurrent replacement is accounted for as the ~~three~~modification ~~months~~of ~~ended~~an ~~March 31~~award. The fair value of the replacement awards did not exceed that of the original awards for the thirteen impacted individuals, ~~2025~~and therefore, no incremental compensation cost was $5recognized.~~08.~~

The weighted-average grant date fair value of RSUs granted during the six months ended June 30, 2025, was $5.81.

During the six months ended June 30, 2025, we granted PRSUs that have vesting conditions that are based not only on the employee’s service period but also on either revenue, Adjusted EBITDA, or Total Shareholder Return (“TSR”) through 2027. The PRSUs will vest, if at all, upon our achieving a specified target for each vesting condition. TSR will be

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measured against the total shareholder return of the S&P SmallCap 600 Index during the performance period. The actual number of shares of common stock to be issued to each award recipient at the end of the performance period will be interpolated between a threshold and maximum payout amount based on actual performance results, except for two special performance goals. A participant will earn 50% of the target number of PRSUs for “Threshold Performance,” 100% of the target number of PRSUs for “Target Performance,” and 200% of the target number of PRSUs for “Base Maximum Performance.” In addition, participants may earn 350% or 500% of the target number of PRSUs upon achievement of truly exceptional Adjusted EBITDA or TSR outperformance compared to performance goals.

The weighted average grant-date fair value of PRSUs granted during the six months ended June 30, 2025, was $11.21. We estimate the grant-date fair value of TSR PRSUs using the Monte Carlo simulation model, as the TSR metric is considered a market condition under ASC Topic 718, Compensation - stock compensation.

Note 12. Reinsurance for the Reciprocal

2025 Program

As of April 1, 2025, coverage for excess of loss catastrophe reinsurance starts at $25.0 million per occurrence up to a loss of $410.0 million. Additionally, the third party quota share reinsurance contracts start immediately at 7.5% of P&C losses, which includes catastrophe events, bringing the effective retention for the Reciprocal from $25.0 million per occurrence to $23.1 million per occurrence. We also place reinstatement premium protection to cover any reinstatement premiums due on the second through fourth layers.

Additionally, our captive reinsurance entity provides a non-catastrophic weather quota share in order to create more capital efficiency at the Reciprocal. This contract was approved for an initial period of 10 years but can be cancelled by Porch or the Reciprocal each year.

2024 Program

AsFrom of April 1, 2024, to March 31, 2025, our third-party quota share program ~~consists~~consisted of one combined program covering all business in all states and iswas placed at 27.5% of P&C losses. All programs ~~are~~were effective for the period April 1, 2024, through March 31, 2025, and ~~are~~were subject to certain limits and exclusions, which vary by participating reinsurer.

Coverage for catastrophe events ~~starts~~started immediately within the quota share contracts and at $45.0 million per occurrence within the property catastrophe excess of loss treaties placed on April 1, 2024. Losses ~~are~~were shared at various levels up to $75.0 million. Over $75.0 million losses ~~are~~were covered up to a loss of $465.0 million. We also ~~place~~placed reinstatement premium protection to cover any reinstatement premiums due on the first five layers.

We placed a parametric reinsurance contract to cover aggregate severe convective storm losses from January 1, 2024, to January 1, 2025. This contract would provide up to $30.0 million in recovery over $85.0 million in modeled losses.

2025 Program

As of April 1, 2025, coverage for excess of loss catastrophe reinsurance starts at $25.0 million per occurrence up to a loss of $410.0 million. Additionally, the third party quota share reinsurance contracts start immediately at 7.5% of P&C losses, which includes catastrophe events. We also place reinstatement premium protection to cover any reinstatement premiums due on the second through fourth layers.

The Reciprocal’s third-party quota share program consists of one combined program covering all business in all states and is placed at 7.5% of P&C losses.

Reinsurance Impact

The effects of reinsurance on premiums written by the Reciprocal and earned for the three and six months ended ~~March~~June 3130, 2025 and 2024, were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

2025

2024

Written

Earned

Written

Earned

Direct premiums

7595,~~496~~779

~~102~~100,~~380~~184

75109,~~104~~716

~~108~~102,~~588~~345

Ceded premiums

~~(31~~20,~~641)~~378

(3921,~~066~~229)

(3059,~~329~~857)

(3640,~~363~~518)

Net premiums

43116,~~855~~157

6378,~~314~~955

4449,~~775~~859

7261,~~225~~827


	Six Months Ended June 30,
	2025				2024
	Written		Earned		Written		Earned
Direct premiums	$	171,275	$	202,564	$	184,820	$	210,933
Ceded premiums	$	(11,263)	$	(60,295)	(90,186)		(76,881)
Net premiums	$	160,012	$	142,269	$	94,634	$	134,052

~~The effects of reinsurance on incurred losses and loss adjustment expense (“LAE”) for the three months ended March 31, 2025 and 2024, were as follows:~~35

	Three Months Ended March 31,
	2025		2024
Direct losses and LAE	$	44,692	$	79,416
Ceded losses and LAE	(15,557)		(10,483)
Net losses and LAE	$	29,135	$	68,933

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The Reciprocal’s 2025 third-party quota share program was placed at a reduced ceding percentage as compared to the 2024 program, which resulted in a portfolio transfer and lower ceded written premiums in the six months ended June 30, 2025.

The effects of reinsurance on incurred losses and loss adjustment expense (“LAE”) for the three and six months ended June 30, 2025 and 2024, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Direct losses and LAE	$	39,664	$	110,210	$	84,356	$	189,626
Ceded losses and LAE	(7,072)		(26,060)		(22,629)		(36,543)
Net losses and LAE	$	32,592	$	84,150	$	61,727	$	153,083

The detail of reinsurance balances due is as follows:

	March 31,2025		December 31,2024
	June 30,2025		December 31,2024
Ceded unearned premium	$	6216,~~697~~112	$	64,571
Losses and LAE reserve	2417,~~076~~881		19,793
Reinsurance recoverable	79,~~208~~595		7,111
Other	~~404~~1,955		828
Reinsurance balance due	$	9445,~~385~~543	$	92,303

On January 19, 2024, we entered into a five-year business collaboration agreement with Aon Corp. and Aon Re, Inc. ("Aon"), resulting in payments to us of approximately $25 million in January 2024 and additional cash payments through the end of the contract term. Of the cash payments that we have or will receive through the end of the contract term, $8.7 million is non-refundable and was immediately recognized in other income, net, in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). A portion of the remaining amount is potentially refundable to Aon if we breach the agreement, including if we directly or indirectly place reinsurance with brokers unaffiliated with Aon, subject to customary cure rights. The remaining amount is being recognized in other income, net, over the term of the agreement.

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Note 13. Unpaid Losses and Loss Adjustment Reserve

The following table summarizes the changes in the reserve balances for unpaid losses and LAE, gross of reinsurance, for the ~~three~~six months ended ~~March~~June 3130, 2025:

Reserve for unpaid losses and LAE at December 31, 2024	$	67,785
Reinsurance recoverables on losses and LAE at December 31, 2024	(19,793)
Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables at December 31, 2024	47,992
Add provisions (reductions) for losses and LAE occurring in:
Current year	2458,~~887~~375
Prior years	43,~~248~~352
Net incurred losses and LAE during the current year	2961,~~135~~727
Deduct payments for losses and LAE occurring in:
Current year	(827,~~925~~849)
Prior years	(2031,~~467~~684)
Net claim and LAE payments during the current year	(2959,~~392~~533)
Reserve for losses and LAE, net of reinsurance recoverables at March 31, 2025	47,735
Reserve for losses and LAE, net of reinsurance recoverables at June 30, 2025	50,186
Reinsurance recoverables on losses and LAE at March 31, 2025	(24,077)
Reinsurance recoverables on losses and LAE at June 30, 2025	(17,881)
Reserve for unpaid losses and LAE at March 31, 2025	$	71,812
Reserve for unpaid losses and LAE at June 30, 2025	$	68,067

31As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made resulting in an increase of $3.4 million for the six months ended June 30, 2025.

As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made resulting in an increase of $4.2 million for the three months ended March 31, 2025.

Note 14. Other Income (Expense), Net

The following table details the components of other income, net, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest income	$	~~418~~396	$	~~434~~360	$	814	$	794
Gain on settlement of contingent consideration	—		~~14,930~~—		—		14,930
Loss on sale of business	—		(~~5,244~~87)		—		(5,331)
Recoveries of losses on reinsurance contracts	~~8,024~~925		~~12,570~~924		8,949		13,494
Other, net	~~(42)~~172		~~(12)~~1,203		130		1,191
Other income, net	$	81,~~400~~493	$	222,~~678~~400	$	9,893	$	25,078

Note 15. Income Taxes

~~Provision~~Benefit or provision for income taxes for the three months ended ~~March~~June 3130, 2025, and 2024, were $1.1 million benefit and $0.97 million provision, respectively, and the effective tax rates for these periods were 15.2% benefit and 1.1% provision, respectively. Benefit or provision for income taxes for the six months ended June 30, 2025 and 2024, were $0.2 million benefit and $0.9 million provision, respectively, and the effective tax rates for these periods were 191.56% benefit and (1.4)1% provision, respectively. The difference between our effective tax rates for the 2025 and 2024 periods and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to our net deferred tax assets.

Our income tax provision for the ~~three~~six months ended ~~March~~June 3130, 2025, includes the recognition of deferred federal income tax expense of $0.9 million, which was recognized in conjunction with the formation of the Reciprocal and subsequent sale of HOA to the Reciprocal. The deferred tax expense associated with this event is driven by changes to our scheduled reversal of deferred tax liabilities and assets, which is a function of the underlying impact the event has on our Federal consolidated income tax filing group.

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HOA to the Reciprocal. The deferred tax expense associated with this event is driven by changes to our scheduled reversal of deferred tax liabilities and assets, which is a function of the underlying impact the event has on our Federal consolidated income tax filing group.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of U.S. federal tax reform provisions, was signed into law. Key provisions include modifications to depreciation allowances and the treatment of research and development expenditures. We are currently evaluating the impact of the OBBBA on our consolidated financial statements. We cannot reasonably estimate the full impact as of the date of this filing.

Note 16. Commitments and Contingencies

From time to time we are or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, we are unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities we have recorded in the financial statements covering these matters. We review our estimates periodically and make adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter

Cases under Telephone Consumer Protection Act

Porch and/or an acquired entity, GoSmith.com, are party to a legal proceeding alleging violations of the automated calling and/or internal and National Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 and a related Washington state law claim. The proceedings were commenced as thirteen separate mass tort actions brought by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and appealed to the Ninth Circuit Court of Appeals. While the appeal was pending, the remaining cases were consolidated in the United States District Court for the Western District of Washington, where Porch resides. On October 12, 2022, in a split decision, the Ninth Circuit Court of Appeals reversed. Following remand, that case was also consolidated with the Western District of Washington action. Plaintiffs then filed a motion for leave to file a second amended complaint, which was granted in part and denied in part. The Second Amended Complaint was filed in July 2023. In September 2023, Defendants filed a Motion to Strike the Second Amended Complaint; this motion was denied. Defendants then filed a Motion to Dismiss the Second Amended Complaint on February 15, 2024; that motion was granted in part on November 13, 2024. In its Order, the Court dismissed Plaintiff’s automated calling claims and transferred claims against two individual defendants (former officers of GoSmith.com) to Northern District of California to proceed separately. Plaintiffs were granted leave to amend their remaining claims.

32In the Western District of Washington action, Plaintiffs filed a Third Amended Complaint on December 2, 2024, and subsequently a Fourth Amended Complaint, to correct errors in the prior amendment, on December 23, 2024. As a result of the dismissal and amendments, the total number of Plaintiffs remaining in the Western District of Washington action is 956. Defendants filed their Answer and Affirmative Defendants to the Fourth Amended Complaint on January 24, 2025. The parties’ filed a required Joint Status Report and Discovery Plan on December 18, 2024. Based thereon, the Court issued a Scheduling Order on February 3, 2025. Such Order opened discovery for the parties, authorized Defendants to issue a questionnaire to all Plaintiffs to gather information regarding whether Plaintiffs meet statutory criteria required to have standing under the relevant law at issue in the lawsuit, and set various procedural and other timelines for the case. The parties agreed on the substance of the questionnaire, and it went out to Plaintiffs on July 23, with responses due on September 8. On Defendants’ Motion, the Court ordered the Plaintiffs to name as parties all businesses associated with the named Plaintiffs, because these businesses used the same phone numbers at which the allegedly unlawful text messages were sent.

~~was~~The ~~filed~~Northern inDistrict ~~July~~of ~~2023.~~California Inaction ~~September~~is ~~2023,~~proceeding against two individual Defendants. ~~filed~~Upon atransfer, ~~Motion~~all tobut ~~Strike~~six of the ~~Second~~Plaintiffs ~~Amended~~dismissed ~~Complaint;~~their ~~this~~claims ~~motion~~in ~~was~~the ~~denied.~~Northern ~~Defendants~~District ~~then~~of ~~filed~~California aaction. ~~Motion~~Court toheld ~~Dismiss~~an ~~the~~initial ~~Second~~case ~~Amended~~management ~~Complaint~~conference on ~~February~~May 158, ~~2024;~~2025, ~~that~~and ~~motion~~expressed ~~was~~an ~~granted~~unwillingness into ~~part~~stay onthe ~~November~~California ~~13,~~action ~~2024.~~during Inthe ~~its~~pendency ~~Order,~~of the ~~Court~~Washington ~~dismissed~~action. ~~Plaintiff’s~~The ~~automated~~Judge ~~calling~~requested ~~claims~~that ~~and~~the ~~transferred~~parties ~~claims~~propose ~~against~~an ~~two~~expedited ~~individual~~trial ~~defendants~~schedule ~~(former~~for ~~officers~~the ofaction ~~GoSmith.com)~~against tothe ~~Northern~~individual ~~District~~defendants; ofthat ~~California~~proposal to(in ~~proceed~~which ~~separately.~~the Plaintiffs ~~were~~sought ~~granted~~an ~~leave~~early to2026 ~~amend~~trial) ~~their~~is ~~remaining~~currently ~~claims~~pending.

~~In the Western District of Washington action,~~ Plaintiffs ~~filed~~in aboth ~~Third~~cases ~~Amended~~seek ~~Complaint on December 2~~actual, ~~2024~~statutory, and/or ~~subsequently~~treble ~~a Fourth Amended Complaint~~damages, ~~to correct errors in the prior amendment, on December 23, 2024. As a result of the dismissal~~ and ~~amendments,~~reasonable the total number of Plaintiffs remaining in the Western District of Washington action is 956. Defendants filed their Answer and Affirmative Defendants to the Fourth Amended Complaint on January 24, 2025. The partiesattorneys’ ~~filed~~fees ~~a required Joint Status Report~~ and ~~Discovery~~costs ~~Plan~~from ~~on December 18, 2024. Based thereon,~~ the ~~Court~~respective ~~issued a Scheduling Order on February 3, 2025~~Defendants. ~~Such~~We ~~Order~~are ~~opened~~unable ~~discovery for the parties, authorized Defendants~~ to ~~issue~~state ~~a questionnaire to all Plaintiffs to gather information regarding~~ whether ~~Plaintiffs meet statutory criteria required to have standing under~~ the ~~relevant~~likelihood ~~law~~of atan ~~issue~~unfavorable inoutcome ~~the~~of ~~lawsuit,~~these ~~and~~disputes ~~set~~is ~~various procedural and other timelines for the case.~~

The Northern District of California action is proceeding against two individual Defendants. Upon transfer, all but six of the Plaintiffs dismissed their claims in the Northern District of California action. Defendants moved to stay the California litigation pending conclusion of the Washington matter; that motion is currently pending. An initial case management conference will be held on May 8, 2025.38

~~Plaintiffs~~Table in both cases seek actual, statutory, and/or treble damages, injunctive relief, and reasonable attorneys’ fees and costs from the respective Defendants. We are unable to state whether the likelihood of an unfavorable outcome of these disputes is probable or remote. We are also unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable). Management intends to contest these cases vigorously.Contents

~~Putative~~probable ~~Wage~~or ~~and~~remote. ~~Hours~~We ~~Class~~are ~~Action~~also ~~Proceeding~~unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable). Management intends to contest these cases vigorously.

Former employees of Welcome Wagon filed a complaint in United States District Court for the Eastern District of New York asserting putative class action claims for failure to pay minimum wages, overtime compensation, and other damages in violation of federal and New York Law. The case was filed on November 4, 2024. Welcome Wagon filed a motion to dismiss on January 6, 2025. The plaintiff seeks to represent all current and former similarly situated community marketing employees. This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Porch is unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable).

Other

In addition, in the ordinary course of business, we and our subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither we nor any of our subsidiaries are currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations.

Note 17. Net Income (Loss) Attributable To Porch Per Share

Earnings per share (“EPS”) is calculated using the two-class method unless the treasury stock method results in lower EPS. Basic EPS is calculated by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options, RSUs, PRSUs, ~~RSAs,~~ convertible notes, ~~earnout shares,~~ and warrants using the more dilutive result of the treasury stock method or the if-converted method. All potentially dilutive securities are antidilutive to periods with net losses, and basic EPS equals diluted EPS in those periods.

33The following table summarizes the computation of basic and diluted net income (loss) attributable to Porch per share for the three and six months ended June 30, 2025 and 2024:

The following table summarizes the computation of basic and diluted net income (loss) attributable to Porch per share for the three months ended March 31, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) attributable to Porch used to compute net income (loss) attributable to Porch per share - basic	$	2,579	$	(64,323)	$	10,974	$	(77,685)
Effect of interest expense on dilutive 2028 Notes	10,739		—		—		—
Effect of change in fair value of derivatives related to dilutive 2028 Notes	(12,853)		—		—		—
Net income (loss) attributable to Porch used to compute net income (loss) attributable to Porch per share - diluted	$	465	$	(64,323)	$	10,974	$	(77,685)
Denominator:
Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - basic	103,160		99,193		102,435		98,353
Effect of dilutive securities:
Stock Options	1,952		—		1,733		—
RSUs	5,554		—		4,882		—
PRSUs	7,681		—		5,691		—

2028 Notes	13,332		—		—		—

Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - diluted	131,679		99,193		114,741		98,353

Net income (loss) attributable to Porch per share - basic	$	0.03	$	(0.65)	$	0.11	$	(0.79)
Net income (loss) attributable to Porch per share - diluted	$	—	$	(0.65)	$	0.10	$	(0.79)

	Three Months Ended March 31,
	2025		2024
Numerator:
Net income (loss) attributable to Porch used to compute net income (loss) attributable to Porch per share - basic	$	8,395	$	(13,362)
Effect of dilutive securities	—		—
Net income (loss) attributable to Porch used to compute net income (loss) attributable to Porch per share - diluted	$	8,395	$	(13,362)
Denominator:
Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - basic	101,703		97,512
Effect of dilutive securities:
Stock Options	1,516		—
RSUs	4,202		—
PRSUs	5,883		—
Weighted average shares outstanding used to compute net income (loss) attributable to Porch per share - diluted	113,304		97,512
Net income (loss) attributable to Porch per share - basic	$	0.08	$	(0.14)
Net income (loss) attributable to Porch per share - diluted	$	0.07	$	(0.14)

The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented:

		Three Months Ended March 31,
		2025	2024
Stock options		305	3,382
Restricted stock units and awards		—	7,335
Performance restricted stock units		1,561	3,754
Private warrants		1,796	1,796
Convertible debt	(1)	20,282	22,011

______________________________________

(1)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 5 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2025.

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The following table discloses securities that were not included in the computation of diluted net loss per share


		Three Months Ended June 30,		Six Months Ended June 30,
		2025	2024	2025	2024
Stock options		224	3,270	266	3,270
Restricted stock units and awards		—	9,308	—	9,308
Performance restricted stock units	(1)	2,621	6,301	2,621	6,301
Private warrants		1,796	1,796	1,796	1,796
Convertible debt - 2026 Notes	(2)	822	8,679	822	8,679
Convertible debt - 2028 Notes		—	13,332	13,332	13,332
Convertible debt - 2030 Notes		8,527	—	8,527	—

______________________________________.

(1)For the three and six months ending June 30, 2025, this represent the number of performance restricted stock units at the end of the period that were excluded from the computation of diluted earnings per share because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.

(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 0.5 million potentially dilutive shares instead of the shares reported in this table as of June 30, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q (this “Quarterly 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 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. 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;

•the structure, availability, and performance of Porch Reciprocal Exchange (the “Reciprocal”)’s and Homeowners of America (“HOA”)’s reinsurance programs to protect against loss and maintain their financial stability ratings and a healthy surplus, the success of which are dependent on a number of factors outside management’s control;

•the possibility that a decline in our share price would result in a negative impact to the Reciprocal’s, surplus position and may require further financial support to enable the Reciprocal to meet applicable regulatory requirements and maintain financial stability rating;

•uncertainties related to regulatory approval of insurance rates, policy forms, insurance products, license applications, acquisitions of businesses, or strategic initiative, and other matters within the purview of insurance regulators (including the discount associated with the shares contributed to HOA that were subsequently transferred to the Reciprocal in connection with the closing of the sale of HOA to the Reciprocal);

•the ability of the Company and its affiliates to successfully operate and manage the Reciprocal and our ability to successfully operate our businesses alongside a reciprocal exchange;

•our ability to implement our plans, forecasts and other expectations with respect to the Reciprocal and to realize expected synergies and/or convert policyholders from our existing insurance carrier business into policyholders of the Reciprocal;

•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;

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•costs related to being a public company; and

•other risks and uncertainties discussed in Part II, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2024, as well as those discussed elsewhere in this report and 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 the risks to forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends 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 above and elsewhere in this Quarterly Report on Form 10-Q. 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.

Business Overview

•Utilizing our unique property data, with insights into more than 90% of United States (“U.S.”) homebuyers and properties, to enhance our property risk assessment, which creates advantages in pricing and underwriting decisions for the policyholder-owned Porch Reciprocal Exchange (the “Reciprocal”) we manage. This enables the Reciprocal to attract lower-risk properties and appropriately price higher-risks, in turn supporting growth of profitable premium and thus more management fees for our insurance services business.

Beginning in January 2025, we operate under four reportable segments that are also our operating segments. Three of these segments are owned by Porch Group — Insurance Services, Software & Data, and Consumer Services. We collectively call these three segments, along with corporate functions, the “Porch Shareholder Interest.” Our fourth segment, the Reciprocal Segment, is managed, but not owned, by Porch Group and, at this time, is consolidated for reporting purposes as described in the basis of presentation section in Note 1 of the unaudited Notes to Condensed Consolidated Financial Statements.

Insurance Services — Our Insurance Services segment manages and operates the Reciprocal, providing services related, but not limited, to underwriting, policy renewal, risk management, insurance portfolio management, financial management, and setting investment guidelines in exchange for commissions and fees. The Insurance Services segment also holds the surplus notes issued by the Reciprocal and includes our captive reinsurer which provides non-catastrophic weather reinsurance support to improve capital efficiency for the Reciprocal.

Software & Data — Our Software & Data segment provides, on a subscription and predominantly transactional basis, software to inspection, mortgage, title, and roofing companies and data products to insurance and other types of companies. This segment includes several strategically important businesses, including home inspection software, title and mortgage software, Home Factors (our unique property insights product), and mover marketing products.

Consumer Services — Our Consumer Services segment provides warranty products through Porch Warranty and other warranty brands to protect the whole home. Our Consumer Services segment also provides moving related services such as movers, TV/Internet, and security.

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Reciprocal Segment — The Reciprocal Segment includes HOA and its parent, Porch Reciprocal Exchange, which is a member-owned reciprocal exchange, owned by policyholder members rather than Porch Group, Inc. The Reciprocal Segment provides consumers with insurance to protect their homes, earning revenue primarily through premiums collected on policies.

Porch manages and operates the Reciprocal as the attorney-in-fact for its subscribers, providing services related, but not

limited, to underwriting, policy renewal, risk management, insurance portfolio management, financial management, and

setting investment guidelines. The Reciprocal is a subscriber-owned reciprocal insurance exchange organized under the Texas Insurance Code under which individuals, partnerships and corporations are authorized to exchange reciprocal or inter-insurance contracts with each other, or with individuals, partnerships, and corporations of other states and countries, providing indemnity among themselves from any loss which may be insured against under any provision of the insurance laws. In exchange for these services Porch provides, Porch receives ongoing commissions and policy fees as a percentage of the Reciprocal’s gross written premium.

Porch Shareholder Interests are, in large part, tied to the growth and financial condition of the Reciprocal. If any events occurred that impaired the Reciprocal's ability to grow or sustain its financial condition, including but not limited to reduced financial strength ratings, disruption in the independent agency relationships, significant catastrophe losses, or products not meeting customer demands, the Reciprocal could find it more difficult to retain its existing business and attract new business. A decline in the business of the Reciprocal almost certainly could have as a consequence a decline in the total premiums paid and a correspondingly adverse effect on the amount of the management fees received by the Insurance Services Segment.

The financial information herein should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024, contained in our Annual Report on Form 10-K for the year ended December 31, 2024, and the unaudited Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report. Unless otherwise noted herein, all numbers are in thousands, except per share amounts.

Recent Developments

~~Reciprocal~~Debt Refinancing

On May 27, 2025, we completed a series of privately negotiated refinancing transactions with certain holders of our 0.75% Convertible Senior Unsecured Notes due in September 2026 (the “2026 Notes”). As part of these refinancing transactions, we:

•Issued an additional $51.0 million aggregate principal amount of 2030 Notes for cash to the same investors that participated in the exchange, and

•Repurchased $47.5 million aggregate principal amount of 2026 Notes for $47.3 million in cash.

After funding the cash portion of the repurchase and related expenses, net cash proceeds were approximately $3.7 million. We used these proceeds, along with existing cash on hand, to repurchase an additional $8.9 million aggregate principal amount of the 2026 Notes for $8.4 million cash in May 2025. We recognized a net gain on extinguishment of debt of less than $0.1 million in the second quarter of 2025.

Reinsurance Programs for the Reciprocal

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Reciprocal formation

On January 1, 2025, we completed the formation of the Reciprocal. In connection with the formation, we completed the sale of our homeowners insurance carrier, HOA, to the Reciprocal for a purchase price equal to HOA’s estimated surplus at December 31, 2024, of approximately $105 million, less $58 million of principal and unpaid interest under a surplus note issued by HOA to Porch in 2023. The purchase price was financed by a surplus note issued by the Reciprocal to Porch, bringing the total surplus notes held by Porch to approximately $106 million. Following the sale, HOA became a wholly owned subsidiary of the Reciprocal and, as part of the transaction, subsequently transferred certain economics to the Reciprocal following TDI approval, including the 18.3 million Porch shares held by HOA. Porch will manage and operate the Reciprocal, providing services related, but not limited, to underwriting, policy renewal, risk management, insurance portfolio management, financial management, and setting investment guidelines. In addition, Porch will maintain the Reciprocal’s books and records and be responsible for its accounting and financial reporting. In exchange for these services, Porch will receive commissions and fees. The Reciprocal will pay all claims and claims adjustment expenses, reinsurance costs, agency commissions, and taxes and license fees.

New Segments

Beginning in January 2025, there was a change in internal reporting provided to the Chief Operating Decision Maker (“CODM”) and a change in the lens through which the CODM makes decisions and allocates resources. As a result, our reportable segments, that are also our operating segments, changed from Vertical Software and Insurance prior to 2025 to Insurance Services, Software & Data, Consumer Services, and the Reciprocal Segment. Management references the Insurance Services, Software & Data, and Consumer Services segments, together with corporate expenses, as “Porch Shareholder Interest.” Our fourth segment, the Reciprocal Segment, is managed, but not owned, by Porch Group and is consolidated for reporting purposes.

Results of Operations

Key Factors Affecting Operating Results

The following key factors affected our operating results in the three and six months ended ~~March~~June 3130, 2025:

•On January 1, 2025, we completed the formation of the Reciprocal and sold HOA into the Reciprocal; Porch Group now holds $106 million of surplus notes due from the Reciprocal which pay interest of 9.75% plus SOFR. These surplus notes are included in the Reciprocal’s statutory surplus and are eliminated in consolidation for U.S. generally accepted accounting principles (“GAAP”). Porch earns management fees, policy fees, and non-catastrophic weather quota share reinsurance premiums from the Reciprocal.

• In ~~Insurance~~Software ~~Services~~and Data, ~~new~~Rynoh ~~business~~implemented ~~premiums~~a ~~are~~20% ~~performing~~price ~~well~~increase, in line with strategic pricing goals. We are also making progress with Home Factors.

•In ~~Software~~Consumer ~~and Data~~Services, ~~Rynoh~~new ~~implemented~~services awere ~~20%~~launched ~~price~~including ~~increase,~~packing inservices ~~line~~online ~~with~~for ~~the strategic pricing goals~~movers.

•InNew ~~Consumer~~insurance ~~Services,~~agency ~~new~~partnerships ~~services~~for the Reciprocal were ~~launched~~announced ~~including~~in ~~packing~~June, ~~services~~and ~~for~~additional ~~movers~~agencies ~~and~~were ~~new~~added ~~warranties~~as ~~for~~distribution ~~homeowners~~partners during the second quarter.

37•The Reciprocal is healthy with $299.2 million of surplus combined with non-admitted assets as of June 30, 2025.

•Exchanged $96.8 million of our 2026 Notes for $83.0 million of newly issued 2030 Notes.

•Issued an additional $51.0 million aggregate principal amount of 2030 Notes for cash and utilized the proceeds to repurchase $56.4 million aggregate principal amount of our 2026 Notes for total cash consideration of $55.7 million.

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Three Months Ended ~~March~~June 3130, 2025, compared to the Three Months Ended ~~March~~June 3130, 2024

Consolidated Quarter-to-Date Results

		Three Months Ended March 31,
		Three Months Ended June 30,
		2025			2024			$ Change		% Change
		(dollar amounts in thousands)
Revenue		$	~~104~~119,~~745~~295		$	~~115~~110,~~443~~844		$	~~(10~~8,~~698)~~451	~~(9)~~8	%
Cost of revenue		43,422			94,046			(50,624)		(54)	%
Gross Profit		75,873			16,798			59,075		352	%
Operating expenses:
Cost of revenue		39,297			78,366			(39,069)		(50)	%
Selling and marketing		26,858			33,197			(6,339)		(19)	%
Selling and marketing		29,516			33,948			(4,432)		(13)	%
Product and technology		13,076			12,927			149		1	%
Product and technology		13,201			12,292			909		7	%
General and administrative		30,890			23,153			7,737		33	%
General and administrative		23,997			25,505			(1,508)		(6)	%
Total operating expenses		70,824			69,277			1,547		2	%
Total operating expenses		106,011			150,111			(44,100)		(29)	%
Operating income (loss)		5,049			(52,479)			57,528		(110)	%
Operating loss		(1,266)			(34,668)			33,402		(96)	%
Other income (expense):
Interest expense		(1112,~~246~~056)			(10,~~787~~326)			(~~459~~1,730)		417	%
Change in fair value of private warrant liability		(~~732~~2,878)			~~(425)~~1,451			(~~307~~4,329)		72(298)	%
Change in fair value of derivatives		612,~~673~~853			1(8,~~483~~207)			521,~~190~~060		~~350~~(257)	%
Gain on extinguishment of debt		—34			~~4,891~~—			~~(4,891)~~34		~~(100)~~N/A	%
Investment income and realized gains and losses, net of investment expenses		2,~~810~~665			3,~~644~~526			(~~834~~861)		(2324)	%
Other income, net		81,~~400~~493			222,~~678~~400			(~~14,278~~907)		(6338)	%
Total other income		5,905			21,484			(15,579)		(73)	%
Total other income (expense)		2,111			(11,156)			13,267		(119)	%
Income (loss) before income taxes		47,~~639~~160			(1363,~~184~~635)			1770,~~823~~795		(~~135~~111)	%
Income tax provision		(903)			(178)			(725)		407	%
Income tax benefit (provision)		1,087			(688)			1,775		(258)	%
Net income (loss)		38,~~736~~247			(1364,~~362~~323)			1772,~~098~~570		(~~128~~113)	%
Less: Net loss attributable to the Reciprocal		(4,659)			—			(4,659)		N/A
Less: Net income attributable to the Reciprocal		5,668			—			5,668		N/A
Net income (loss) attributable to Porch		$	82,~~395~~579		$	(1364,~~362~~323)		$	2166,~~757~~902	(~~163~~104)	%
Net income (loss)		$	38,~~736~~247		$	(1364,~~362~~323)		$	1772,~~098~~570	(~~128~~113)	%
Net loss (income) attributable to the Reciprocal		4(5,~~659~~668)			—			4(5,~~659~~668)		N/A
Interest expense		1112,~~195~~026			10,~~787~~326			~~408~~1,700		416	%
Income tax provision		14			178			(164)		(92)	%
Income tax provision (benefit)		(1,186)			688			(1,874)		(272)	%
Depreciation and amortization		54,~~024~~461			6,~~317~~202			(1,~~293~~741)		(2028)	%
Gain on extinguishment of debt		—(34)			~~(4,891)~~—			~~4,891~~(34)		~~(100)~~N/A	%
Other income, net		(~~7,162~~95)			(~~21,502~~704)			~~14,340~~609		(6787)	%
Stock-based compensation expense		4,910			5,368			(458)		(9)	%
Loss (gain) on reinsurance contract		—			(1,095)			1,095		(100)	%
Mark-to-market gains		(5,969)			(7)			(5,962)		85,171	%
Stock-based compensation expense		8,000			7,105			895		13	%
Restructuring costs		319			157			162		103	%
Mark-to-market losses (gains)		(9,975)			5,405			(15,380)		(285)	%
Acquisition and other transaction costs		135			167			(32)		(19)	%
Restructuring costs		(187)			1,635			(1,822)		(111)	%
Adjusted EBITDA (Loss)	(1)	$	16,861		$	(16,788)		$	33,649	(200)	%
Acquisition and other transaction costs		41			(12)			53		(442)	%
Adjusted EBITDA (Loss) Margin	(1)	16		%	(15)		%
Adjusted EBITDA (Loss)	(1)	$	15,630		$	(34,773)		$	50,403	(145)	%
Adjusted EBITDA (Loss) Margin	(1)	13		%	(31)		%

______________________________________

(1)Adjusted EBITDA (Loss) and Adjusted EBITDA (Loss) Margin are non-GAAP measures. See Non-GAAP Financial Measures section for definitions.

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Revenue. Total consolidated revenue including the Reciprocal ~~decreased~~increased by $108.75 million, or 98%, from $~~115~~110.48 million in the three months ended ~~March~~June 3130, 2024, to $~~104~~119.73 million in the three months ended ~~March~~June 3130, 2025. The ~~decrease~~increase in revenue was primarily a result of higher ~~reinsurance~~premium ~~ceding~~per ~~under~~policy ~~the~~offset ~~2024~~by ~~reinsurance~~a ~~program~~reduction ~~that~~in ~~began~~policies onin ~~April 1, 2024~~force. Revenue related to the Porch Shareholder Interest was $84107.50 million in the three months ended ~~March~~June 3130, 2025, as detailed in the following table.

Cost of revenue. Total consolidated cost of revenue including the Reciprocal decreased by $3950.16 million, or 5054%, from $7894.40 million in the three months ended ~~March~~June 3130, 2024, to $3943.34 million in the three months ended ~~March~~June 3130, 2025. The decrease was primarily the result of ~~higher reinsurance ceding under the 2024 reinsurance program and~~ a reduction in weather related claims. As a percentage of revenue, cost of revenue represented 3836% of revenue in the three months ended ~~March~~June 3130, 2025, compared with 6885% in the three months ended ~~March~~June 3130, 2024. Cost of revenue typically exhibits seasonal trends, with lower costs in the first and fourth quarters and higher costs in the second and third quarters, primarily due to increased frequency and severity of weather-related events and timing of insurance-related expenses. ~~However,~~There ~~there~~ were fewer weather ~~events~~related claims in the ~~first~~second quarter of ~~2024~~2025 ~~that~~compared ~~were~~to ~~inconsistent wit~~ historical seasonal trends. Cost of revenue related to Porch Shareholder Interest was $1517.58 million in the three months ended ~~March~~June 3130, 2025, as detailed in the table below. Porch Shareholder Interest Cost of Revenue is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Selling and marketing. Total consolidated selling and marketing expenses including the Reciprocal decreased by $46.43 million, or 1319%, from $33.92 million in the three months ended ~~March~~June 3130, 2024, to $2926.59 million in the three months ended ~~March~~June 3130, 2025. The decrease is primarily driven by a reduction in the amortization of deferred policy acquisition costs, reflecting a shift away from policies written under historically higher commission rates. As a percentage of revenue, selling and marketing expenses represented 2823% of revenue in the three months ended ~~March~~June 3130, 2025 compared with 2930% in the three months ended ~~March~~June 3130, 2024. Selling and marketing expense related to Porch Shareholder Interest was $3255.91 million in the three months ended ~~March~~June 3130, 2025, as detailed in the table below. Porch Shareholder Interest Selling and Marketing is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

General and administrative. Total consolidated general and administrative expenses including the Reciprocal ~~decreased~~increased by $17.57 million, or 633%, from $2523.52 million in three months ended ~~March~~June 3130, 2024, to $2430.09 million in the three months ended ~~March~~June 3130, 2025, primarily due to a ~~$1.1 million non~~one-~~cash~~time ~~loss~~agency onpartnership ~~revaluation~~payment ~~of contingent considerations~~ during the three months ended ~~March~~June 3130, ~~2024~~2025. General and administrative expenses related to Porch Shareholder Interest were $2224.91 million in the three months ended ~~March~~June 3130, 2025, as detailed in the table below. Porch Shareholder Interest General and Administrative is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Change in fair value of derivatives. The fair value of the derivative liability ~~increased~~decreased ~~more~~ in the three months ended ~~March~~June 3130, 2025, compared toincreasing during the three months ended ~~March~~June 3130, 2024. The value is driven by various factors, including the fair value of the underlying debt, stock price, and assumptions regarding timing of possible repurchase events. See Note 6 in the unaudited Notes to Condensed Consolidated Financial Statements. The change in fair value of derivatives ~~related~~relates entirely to Porch Shareholder Interest.

~~Gain~~Adjusted onEBITDA ~~extinguishment~~(Loss). ofAdjusted ~~debt. In~~EBITDA ~~connection~~(Loss) ~~with~~for the ~~repurchase~~three ofmonths aended ~~portion~~June 30, of2025, ~~the~~was ~~2026~~$15.6 ~~Notes~~million, ~~we recognized~~ a $450.94 million ~~gain~~improvement onfrom ~~extinguishment~~Adjusted EBITDA (Loss) of ~~debt~~$(34.8) ~~during~~million for the ~~three~~same ~~months~~period ~~ended~~in ~~March 31,~~ 2024. ~~There~~The year-over year improvement in Adjusted EBITDA (Loss) was noprimarily ~~corresponding~~attributable ~~debt~~to ~~extinguishment~~the ~~during~~absence of weather related claims in the ~~three~~current ~~months~~period, ~~ended~~which ~~March 31~~negatively impacted Adjusted EBITDA in the prior year, ~~2025.~~as ~~See~~well ~~Note~~as 9the shift in the ~~notes~~business model from carrier to the ~~unaudited~~manager ~~condensed~~of ~~consolidated~~the ~~financial~~Reciprocal, ~~statements~~producing higher margin management fees. ~~The~~Our ~~gain~~Insurance onServices ~~extinguishment~~segment benefited from the receipt of ~~debt~~commissions and fees related ~~entirely~~to the Reciprocal Segment which began in January 2025 and an increase in interest income from the surplus note due from the Reciprocal Segment. Corporate costs and cost in our Software & Data and Consumers Services segments also declined due to ~~Porch~~reduced ~~Shareholder~~workforce, ~~Interest~~less reliance on third party consultants, centralizing administrative functions, and shifting hiring to target lower-cost locations. Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Other income, net. Total consolidated other income, net, including the Reciprocal decreased by $14.3 million from $22.7 million in the three months ended March 31, 2024, to $8.4 million in the three months ended March 31, 2025. The decrease is primarily driven by a $14.9 million gain on settlement of contingent consideration and $5.2 million loss on sale of our EIG business, both of which occurred during the three months ended March 31, 2024, with no comparable events during the three months ended March 31, 2025. Additionally, recoveries on reinsurance contracts were approximately $4.5 million lower in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Other income, net, related to Porch Shareholder Interest was $7.2 million in the three months ended March 31, 2025, as detailed table below. Porch Shareholder Interest Other Income is a non-GAAP measure. See Non-GAAP Financial Measures section for definition46

Adjusted EBITDA (Loss). Adjusted EBITDA (Loss) for the three months ended March 31, 2025, was $16.9 million, a $33.6 million improvement from Adjusted EBITDA (Loss) of $(16.8) million for the same period in 2024. The improvement in Adjusted EBITDA (Loss) for the first quarter of 2025 was primarily driven by the shift in the business model from carrier to the manager of the Reciprocal, producing higher margin management fees and a reduction in weather-related claims. Our Insurance Services segment benefited from the receipt of management fees from the Reciprocal Segment which began in January 2025 and an increase in interest income from the surplus note due from the Reciprocal Segment. Corporate costs also declined due to less reliance on third party consultants, centralizing administrative functions, and shifting hiring to target lower-cost locations.. Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Table of Contents

The following tables summarize operating results of our four segments as well as corporate expenses and eliminations.

	Three Months Ended March 31, 2025
	Three Months Ended June 30, 2025
	Insurance Services			Software & Data			Consumer Services			Corporate			Eliminations (1)			Porch Shareholder Interest Subtotal (2)			Reciprocal Segment			Eliminations Related to Reciprocal Segment (3)			Consolidated
Revenue	$	4967,~~806~~390		$	2124,~~999~~013		$	1417,~~721~~650		$	—		$	(12,~~980~~035)		$	84107,~~546~~018		$	3955,~~938~~409		$	(1943,~~739~~132)		$	~~104~~119,~~745~~295
Cost of revenue	79,~~481~~526			5,~~506~~846			2,~~490~~414			—			(52)			1517,~~472~~784			2623,~~249~~896			(21,~~424)~~742			3943,~~297~~422
Gross Profit	4257,~~325~~864			1618,~~493~~167			1215,~~231~~236			—			(12,~~975~~033)			6989,~~074~~234			1331,~~689~~513			(1744,~~315~~874)			6575,~~448~~873
Gross Margin	8586		%	7576		%	8386		%	—		%	100		%	8283		%	3457		%	88104		%	6264		%
Less: Operating expenses:
Selling and marketing	1537,~~527~~025			9,~~169~~226			910,~~798~~465			~~408~~398			(12,~~975~~033)			3255,~~927~~081			73,~~411~~635			(1031,~~822~~858)			2926,~~516~~858
Product and technology	2,~~451~~539			4,~~288~~625			1,~~131~~067			4,~~196~~287			—			12,~~066~~518			~~1,135~~558			—			13,~~201~~076
General and administrative	45,~~377~~313			2,~~508~~622			3,~~301~~089			1213,~~701~~028			—			2224,~~887~~052			719,~~603~~854			(613,~~493~~016)			2330,~~997~~890
Operating income (loss)										(17,~~305~~713)			—			1(2,~~194~~417)			(27,~~460)~~466			—			(15,~~266)~~049
Other expense (income)	(45,~~994~~453)			(910)			(93110)			(21,~~119)~~763			—			(73,~~215~~810)			1,~~310~~699			—			(52,~~905~~111)
Income (loss) before income taxes										(1519,~~186~~476)			—			81,~~409~~393			(35,~~770)~~767			—			47,~~639~~160
Income tax benefit (provision)										~~(14)~~1,186			—			~~(14)~~1,186			(~~889~~99)			—			~~(903)~~1,087
Net income (loss)										$	(1518,~~200~~290)		$	—		$	82,~~395~~579		$	(45,~~659)~~668		$	—		38,~~736~~247
Less: Net loss attributable to the Reciprocal																									(4,659)
Less: Net income attributable to the Reciprocal																									5,668
Net income attributable to Porch																									$	82,~~395~~579
Adjusted EBITDA (Loss) Reconciliation:
Net income (loss)										$	(1518,~~200~~290)					$	82,~~395~~579								$	38,~~736~~247
Less Reconciling items:
Net loss attributable to the Reciprocal																—									(4,659)
Net income attributable to the Reciprocal																—									5,668
Depreciation and amortization	(9185)			(32,~~479~~951)			(~~885~~840)			(~~569~~585)			—			(54,~~024~~461)									(54,~~024~~461)
Stock-based compensation expense	(~~679~~1,039)			(~~556~~897)			(~~388~~437)			(35,~~287~~628)			—			(48,~~910~~001)									(48,~~910~~001)
Interest expense	—			(2)			—			(11,193)			—			(11,195)									(11,195)
Gain (loss) on extinguishment of debt	—			—			—			34			—			34									34
Income tax provision	—			—			—			(14)			—			(14)									(14)
Interest expense	—			—			1			(12,027)			—			(12,026)									(12,026)
Mark-to-market gains (losses)	—			—			28			5,941			—			5,969									5,969
Income tax provision	—			—			—			1,186			—			1,186									1,186
Recoveries of Losses on Reinsurance Contracts	—			—			—			7,100			—			7,100									7,100
Mark-to-market gains (losses)	—			—			—			9,975			—			9,975									9,975
Other gains and losses	(7593)			310			944			~~(329)~~281			—			~~(392)~~242									~~(392)~~242
Adjusted EBITDA (Loss) (4)	$	2519,~~809~~657		$	45,~~571~~542		$	~~(670)~~1,957		$	(1211,~~849~~526)					$	1615,~~861~~630								$	1615,~~861~~630

______________________________________

(1)The “Eliminations” column represents eliminations of transactions between the Insurance Services segment, Software & Data segment, Consumer Services segment, and Corporate column.

(2)The “Porch Shareholder Interest Subtotal” column includes non-GAAP measures that are used by management to evaluate performance. Porch Shareholder Interest includes the Insurance Services, Software & Data, and Consumer Services segments as well as Corporate expenses and applicable intercompany eliminations. See Non-GAAP Financial Measures section.

(3)The “Eliminations Related to Reciprocal Segment” column represents eliminations of transactions between the Reciprocal Segment and other segments or Corporate.

(4)Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

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	Three Months Ended March 31, 2024
	Three Months Ended June 30, 2024
	Insurance Services			Software & Data			Consumer Services			Corporate			Eliminations (1)			Subtotal			Reciprocal Segment			Eliminations Related to Reciprocal Segment (2)			Consolidated
Revenue	$	4734,~~359~~080		$	2123,~~134~~173		$	1618,~~186~~858		$	—		$	(~~263~~246)		$	8475,~~416~~865		$	4748,~~495~~739		$	(1613,~~468~~760)		$	~~115~~110,~~443~~844
Cost of revenue	2519,~~409~~459			5,~~654~~846			3,~~533~~790			—			(18)			3429,~~578~~077			4669,~~607~~071			(24,~~819~~102)			7894,~~366~~046
Gross Profit	2114,~~950~~621			1517,~~480~~327			1215,~~653~~068			—			(~~245~~228)			4946,~~838~~788			~~888~~(20,332)			(139,~~649~~658)			3716,~~077~~798
Gross Margin	4643		%	7375		%	7880		%	—		%	93		%	5962		%	2(42)		%	8370		%	3215		%
Less: Operating expenses:
Selling and marketing	1612,~~018~~058			10,~~002~~400			810,~~377~~614			~~647~~575			(~~245~~228)			3433,~~799~~419			129,~~798~~436			(139,~~649~~658)			33,~~948~~197
Product and technology	~~362~~86			4,~~215~~586			~~927~~1,052			5,~~320~~297			—			1011,~~824~~021			1,~~468~~906			—			12,~~292~~927
General and administrative	1,~~643~~701			43,~~538~~411			32,~~599~~321			1314,~~470~~122			—			2321,~~250~~555			21,~~255~~598			—			2523,~~505~~153
Operating income (loss)										(19,~~437~~994)			—			(19,~~035~~207)			(1533,~~633~~272)			—			(3452,~~668~~479)
Other expense (income)	(101,~~313~~663)			(~~14,917~~30)			~~(160)~~237			413,~~795~~689			—			~~(20~~12,~~595)~~233			(~~889~~1,077)			—			~~(21~~11,~~484)~~156
Income (loss) before income taxes										(2433,~~232~~683)			—			1(31,~~560~~440)			(1432,~~744~~195)			—			(1363,~~184~~635)
Income tax benefit (provision)										(~~178~~688)			—			(~~178~~688)			—			—			(~~178~~688)
Net income (loss)										$	(2434,~~410~~371)		$	—		$	1(32,~~382~~128)		$	(1432,~~744~~195)		$	—		$	(1364,~~362~~323)
Adjusted EBITDA (Loss) Reconciliation:
Net income (loss)										$	(2434,~~410~~371)					$	1(32,~~382~~128)								$	(1364,~~362~~323)
Less: Reconciling items:
Depreciation and amortization	(993)			(3,~~792~~796)			(~~1,091~~917)			(~~434~~490)			—			(6,~~310~~196)			(76)			—			(6,~~317~~202)
Stock-based compensation expense	(~~343~~392)			(1,~~072~~271)			(~~500~~561)			(34,~~453~~881)			—			(57,~~368~~105)			—			—			(57,~~368~~105)
Gain (loss) on extinguishment of debt	—			—			—			4,891			—			4,891			—			—			4,891
Interest expense	—			30			(3)			(10,478)			—			(10,451)			(1,716)			1,841			(10,326)
Interest expense	—			(8)			(11)			(10,573)			—			(10,592)			(2,035)			1,840			(10,787)
Income tax provision	—			—			—			(688)			—			(688)			—			—			(688)
Income tax provision	—			—			—			(178)			—			(178)			—			—			(178)
Mark-to-market gains (losses)	—			—			1,351			(6,756)			—			(5,405)			—			—			(5,405)
Mark-to-market gains (losses)	—			(909)			(142)			1,058			—			7			—			—			7
Other gains and losses	(14)			(39)			(178)			1,152			—			921			1,096			(1,841)			176
Recoveries of Losses on Reinsurance Contracts	8,664			—			—			2,981			—			11,645			—			—			11,645
Adjusted EBITDA (Loss) (3)	$	3,838		$	4,036		$	1,152		$	(12,230)					$	(3,204)								$	(34,773)
Other gains and losses	(3)			14,869			171			(3,675)			—			11,362			11			(1,840)			9,533
Adjusted EBITDA (Loss) (3)	$	6,915		$	2,554		$	1,483		$	(15,027)					$	(4,075)								$	(16,788)

______________________________________

(1)The “Eliminations” column represents eliminations of transactions between the Insurance Services segment, Software & Data segment, Consumer Services segment, and Corporate column.

(2)The “Eliminations Related to Reciprocal Segment” column represents eliminations of transactions between the Reciprocal Segment and other segments or Corporate.

(3)Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

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Porch Shareholder Interest Quarter-to-Date Results (Non-GAAP)

Effective January 1, 2025, Porch Group Inc. shareholders own three segments: Insurance Services, Software & Data, and Consumer Services. Together, these segments—offset by corporate expenses—comprise what we refer to as the “Porch Shareholder Interest.” These segments contribute to Net Income Attributable to Porch and are what is expected to generate cash for Porch shareholders. Comparative period amounts in the following table include only the Insurance Services, Software & Data, and Consumer Services segments as well as corporate expenses. Certain amounts presented in the following table are non-GAAP measures and are reconciled to the nearest GAAP measure in the earlier “Consolidated Quarter-to-Date Results” section.

Three Months Ended March 31,

Three Months Ended June 30,

2025

2024

Change

Porch Shareholder Interest Revenue

(1)

84107,~~546~~018

8475,~~416~~865

~~130~~31,153

Porch Shareholder Interest Gross Profit

(1)

6989,~~074~~234

4946,~~838~~788

1942,~~236~~446

Porch Shareholder Interest Adjusted EBITDA (Loss)

(1)

1615,~~861~~630

(43,~~075~~204)

2018,~~936~~834

______________________________________

(1)Porch Shareholder Interest Revenue, Gross Profit, and Adjusted EBITDA (Loss) are non-GAAP measures. For the three months ended ~~March 31~~June 30, 2025, Porch Shareholder Interest Adjusted EBITDA (Loss) is equivalent to total Adjusted EBITDA (Loss) for consolidated Porch, as Porch Group no longer owns HOA following its sale to the Reciprocal on January 1, 2025. See Non-GAAP Financial Measures section.

For the three months ended ~~March~~June 3130, 2025, revenue for Porch Shareholder Interest increased $031.12 million when compared to the same segments in the prior year period. The increase was primarily due toan increase in ceding from the Reciprocal Segment with the new reinsurance programs beginning on April 1, 2025, and the launch of the Reciprocal on January 1, 2025, and the associated revenue streams as Porch acts as its manager. This increase was partially offset by an increase in the average coverage period of our warranty products, resulting in revenue being recognized over a longer timeframe, and strategic shift to lower revenue, higher profit services in our moving businesses.

Porch Shareholder Interest Gross Profit improved by $1942.24 million for the three months ended ~~March~~June 3130, 2025, when compared to the prior year period. This improvement iswas primarily ~~due~~driven toby higher revenue resulting from increased ceding activity from the ~~increase~~Reciprocal inSegment, ~~revenue~~as ~~and~~well as a reduction in weather-related claims compared to the three months ended June 30, 2024. Porch Shareholder Interest Gross Profit is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Porch Shareholder Interest Adjusted EBITDA (Loss) improved by $2018.98 million for the three months ended ~~March~~June 3130, 2025, compared to the prior year period. The improvement was primarily driven by increased ceding activity from the Reciprocal Segment and the shift in the business model from carrier to the manager of the Reciprocal, producing higher margin management fees and a reduction in weather-related claims. Our Insurance Services segment benefited from the receipt of management fees from the Reciprocal Segment which began in January 2025 and an increase in interest income from the surplus note due from the Reciprocal Segment. ~~Corporate~~Our other segment and corporate costs also declined due to lower professional fees, reduced reliance on third-party consultants, and strong cost control. Porch Shareholder Interest Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

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INSURANCE SERVICES

		Three Months Ended March 31,
		Three Months Ended June 30,
		2025			2024			Change
Revenue		$	4967,~~806~~390		$	4734,~~359~~080		$	233,~~447~~310
Adjusted EBITDA	(1)	$	25,809		$	6,915		$	18,894
Gross Profit		$	57,864		$	14,621		$	43,243
Reciprocal Written Premium (in millions)	(2)	$	96.9		$	—		N/A
Gross Margin		86		%	43		%
Reciprocal Policies Written (in thousands)	(2)	36.1			—			N/A
Adjusted EBITDA	(1)	$	19,657		$	3,838		$	15,819
Reciprocal Written Premium per Policy (unrounded)	(2)	$	2,683		$	—		N/A
Adjusted EBITDA Margin	(1)	29		%	11		%
Reciprocal Written Premium (in millions)	(2)	$	120.7					N/A
Reciprocal Policies Written (in thousands)	(2)	42.5						N/A
Reciprocal Written Premium per Policy (unrounded)	(2)	$	2,843					N/A

______________________________________

(1)Insurance Services Adjusted EBITDA ~~(Loss)~~and isAdjusted aEBITDA Margin are non-GAAP ~~measure~~measures. See Non-GAAP Financial Measures section.

(2)See Key Performance Measures and Operating Metrics for definitions of metrics.

42For the three months ended June 30, 2025, Insurance Services segment revenue was $67.4 million. For the three months ended June 30, 2024, Insurance Services segment revenue was $34.1 million. The 98% increase in Insurance Services segment revenue was primarily driven by an increase in ceding from the Reciprocal Segment with the new reinsurance program beginning on April 1, 2025. Additionally, Insurance Services revenue increased due to the launch of the Reciprocal on January 1, 2025, and the associated revenue streams as the Insurance Services segment acts as the Reciprocal’s manager.

Our Insurance Services segment generates economics in several ways: management fees based on a percentage of Reciprocal Written Premium, policy fees based on the number of Reciprocal Policies Written, non-catastrophic weather quota share reinsurance to improve capital efficiency for the Reciprocal, lead fees from third-party insurance agencies, and interest from the surplus note due from the Reciprocal. Insurance Services revenue as a percentage of Reciprocal Written Premium was 56% for the three months ended June 30, 2025.

For the three months ended June 30, 2025, Insurance Services segment gross profit was $57.9 million. For the three months ended June 30, 2024, Insurance Services segment gross profit was $14.6 million. The increase in gross profit was primarily driven by higher revenue resulting from increased ceding activity from the Reciprocal Segment, as well as a reduction in weather-related claims compared to the three months ended June 30, 2024.

Insurance Services Adjusted EBITDA was $19.7 million in the second quarter of 2025, which improved compared to prior year due to increased ceding activity from the Reciprocal Segment and the various commissions and fees beginning January 1, 2025, including interest income from the surplus note due from the Reciprocal Segment.

Insurance Services Adjusted EBITDA Margin increased to 29% for the three months ended June 30, 2025, primarily due to the increase in revenue driven by increased ceding activity from the Reciprocal Segment. The Adjusted EBITDA Margin increase outpaced the increase in revenue, reflecting a reduction in weather-related claims and higher interest income earned on surplus notes with the Reciprocal Segment.

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For the three months ended March 31, 2025, Insurance Services segment revenue was $49.8 million. For the three months ended March 31, 2024, Insurance Services segment revenue was $47.4 million. The 5% increase in Insurance Services segment revenue was primarily driven by the launch of the Reciprocal on January 1, 2025, and the associated revenue streams as Porch acts as its manager.

Insurance Services Adjusted EBITDA (Loss) was $25.8 million in the first quarter of 2025, which improved compared to prior year due to the various commissions and fees beginning January 1, 2025, including interest income from the surplus note due from the Reciprocal Segment.

SOFTWARE & DATA

		Three Months Ended March 31,
		Three Months Ended June 30,
		2025			2024			Change
Revenue		$	2124,~~999~~013		$	2123,~~134~~173		$	~~865~~840
Adjusted EBITDA	(1)	$	4,571		$	2,554		$	2,017
Gross Profit		$	18,167		$	17,327		$	840
Average Number of Companies (in thousands)	(2)	24.1
Gross Margin		76		%	75		%
Annualized Average Revenue per Company (unrounded)	(2)	$	3,644
Adjusted EBITDA	(1)	$	5,542		$	4,036		$	1,506
Adjusted EBITDA Margin		23		%	17		%
Average Number of Companies (in thousands)	(2)	24.2
Annualized Average Revenue per Company (unrounded)	(2)	$	3,974

______________________________________

(1)Software & Data Adjusted EBITDA ~~(Loss)~~and isAdjusted aEBITDA Margin are non-GAAP ~~measure~~measures. See Non-GAAP Financial Measures section.

(2)See Key Performance Measures and Operating Metrics for definitions of metrics. In 2025, metrics are presented on a segment-level basis.

~~For the three months ended March 31, 2025,~~ Software & Data ~~segment~~Adjusted ~~revenue~~EBITDA was $225.05 million. ~~For~~in the ~~three~~second ~~months~~quarter ~~ended~~of ~~March 31~~2025, ~~2024,~~which ~~Software~~improved &compared ~~Data~~to ~~segment~~prior ~~revenue~~year ~~was~~due ~~$21.1 million. Revenue was impacted by~~ an increase in revenue from greater transaction volume of our Home Factors product and price increases of our title insurance software., ~~These~~and ~~increase~~strong ~~were~~cost ~~partially~~control, ~~offset~~including by a ~~decline~~reduction in ~~existing~~workforce ~~homes~~and ~~sales~~lower inprofessional ~~the industry~~fees.

Software & Data Adjusted EBITDA ~~(Loss)~~Margin ~~was~~increased ~~$4.6~~to ~~million~~23% infor the ~~first~~three ~~quarter~~months ofended June 30, 2025, ~~which~~reflecting improved operational efficiency. While revenue increased by only 4% compared towith the prior year, primarily due to ~~strong~~title ~~cost~~insurance ~~control~~software price increases and higher transaction volume of our Home Factors product, ~~including~~Adjusted aEBITDA Margin growth was driven by reduction in ~~workforce,~~operating ~~lower~~costs ~~professional~~from ~~fees~~strong cost control, ~~and~~including ~~lower~~a ~~rent~~reduction ~~expense~~in ~~from~~workforce anand ~~expired~~lower ~~lease~~professional fees.

CONSUMER SERVICES

		Three Months Ended March 31,
		Three Months Ended June 30,
		2025			2024			Change
Revenue		$	1417,~~721~~650		$	1618,~~186~~858		$	(1,~~465~~208)
Adjusted EBITDA (Loss)	(1)	$	(670)		$	1,483		$	(2,153)
Gross Profit		$	15,236		$	15,068		$	168
Monetized Services (in thousands)	(2)	71.0
Gross Margin		86		%	80		%
Average Revenue per Monetized Service (unrounded)	(2)	$	207
Adjusted EBITDA	(1)	$	1,957		$	1,152		$	805
Adjusted EBITDA Margin		11		%	6		%
Monetized Services (in thousands)	(2)	87.2
Average Revenue per Monetized Service (unrounded)	(2)	$	202

______________________________________

(1)Consumer Services Adjusted EBITDA ~~(Loss)~~and isAdjusted aEBITDA Margin are non-GAAP ~~measure~~measures. See Non-GAAP Financial Measures section.

(2)See Key Performance Measures and Operating Metrics for definitions of metrics. In 2025, metrics are presented on a segment-level basis.

For the three months ended ~~March~~June 3130, 2025, Consumer Services segment revenue was $1417.7 million. For the three months ended ~~March~~June 3130, 2024, Consumer Services segment revenue was $1618.29 million. The decrease in revenue was primarily driven by an increase in the average coverage period of our warranty products, resulting in revenue being recognized over a longer timeframe. The decrease in revenue was also driven by a strategic shift to lower revenue higher profit services in our moving businesses. ~~This dynamic is demonstrated by the decrease in Average Revenue per Monetized Service.~~

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Consumer Services Adjusted EBITDA ~~(Loss)~~increased ~~was~~by $(0.7)8 million infor the ~~first~~three ~~quarter~~months ofended June 30, 2025, ~~which~~when ~~decreased~~ compared to ~~prior year’s positive results primarily driven by~~ the ~~decrease~~three inmonths ~~monthly~~ended ~~revenue~~June 30, ~~resulting from a longer warranty coverage period~~2024. The ~~new~~increase ~~longer~~was ~~warranty~~primarily isdriven ~~priced~~by ~~higher~~strong ~~but~~cost ~~results~~control, inincluding a ~~lower~~reduction ~~monthly rate. An increase~~ in ~~direct~~workforce ~~mail~~and ~~marketing~~lower ~~expense~~professional ~~for new warranty products also contributed to the change from prior year~~fees.

Consumer Services Adjusted EBITDA Margin increased to 11% for the three months ended June 30, 2025, primarily driven by the strategic shift to higher profitable moving services. This shift, while decreasing revenue, had a greater reduction in operating costs, leading to higher Adjusted EBITDA Margin.

CORPORATE

Three Months Ended March 31,

Three Months Ended June 30,

2025

2024

Change

Selling and marketing

~~408~~398

~~647~~575

(~~239~~177)

Product and technology

4,~~196~~287

5,~~320~~297

~~(1,124)~~$

(1,010)

General and administrative

1213,~~701~~028

1314,~~470~~122

~~(769)~~$

(1,094)

Other

(46,~~456~~187)

(47,~~410~~764)

~~(46)~~$

1,577

Adjusted EBITDA Loss

~~(1)~~

1211,~~849~~526

1512,~~027~~230

~~(2,178)~~$

(704)

______________________________________

(1)Adjusted EBITDA (Loss) is a non-GAAP measure. See Non-GAAP Financial Measures section for definition.

Corporate expenses decreased for the three months ended ~~March~~June 3130, 2025, compared to the ~~the~~ same period for 2024. The decrease was driven primarily by lower professional fees and reduced reliance on third-party consultants as well as strong cost control across the business. Our cost control measures included centralizing administrative functions and shifting hiring to target lower-cost locations.

Table of Contents

Six Months Ended June 30, 2025, compared to the Six Months Ended June 30, 2024

Consolidated Year-to-Date Results


	Six Months Ended June 30,
	2025		2024		$ Change		% Change

	(dollar amounts in thousands)
Revenue	$	224,040	$	226,287	$	(2,247)	(1)	%
Cost of revenue	82,719		172,412		(89,693)		(52)	%
Gross Profit	141,321		53,875		87,446		162	%

Operating expenses:
Selling and marketing	56,374		67,145		(10,771)		(16)	%
Product and technology	26,277		25,219		1,058		4	%
General and administrative	54,887		48,658		6,229		13	%


Total operating expenses	137,538		141,022		(3,484)		(2)	%
Operating income (loss)	3,783		(87,147)		90,930		(104)	%
Other income (expense):
Interest expense	(23,302)		(21,113)		(2,189)		10	%

Change in fair value of private warrant liability	(3,610)		1,026		(4,636)		(452)	%
Change in fair value of derivatives	19,526		(6,724)		26,250		(390)	%
Gain on extinguishment of debt	34		4,891		(4,857)		(99)	%
Investment income and realized gains and losses, net of investment expenses	5,475		7,170		(1,695)		(24)	%
Other income, net	9,893		25,078		(15,185)		(61)	%
Total other income	8,016		10,328		(2,312)		(22)	%
Income (loss) before income taxes	11,799		(76,819)		88,618		(115)	%
Income tax benefit (provision)	184		(866)		1,050		(121)	%
Net income (loss)	$	11,983	$	(77,685)

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