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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2026
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39142 | | 84-2587663 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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411 1st Avenue S., Suite 501 | |
Seattle, Washington | 98104 |
| (Address of principal executive offices) | (Zip Code) |
(855) 767-2400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.0001 | | PRCH | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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
1.01. Entry into a Material Definitive Agreement.
On October 13, 2026, Porch Reciprocal Exchange, which Porch Group, Inc. (the “Company” or “Porch”) manages and operates as its attorney-in-fact (the “Reciprocal”), and Porch, through its wholly owned subsidiary, Homeowners of America Holding Corporation (“HOA Holdco” and, together with the Reciprocal, the “Buyers”), entered into a Stock and Membership Interest Purchase Agreement (the “Purchase Agreement”) with Allied Trust Holdings, LLC, a Delaware limited liability company (the “Seller”).
Pursuant to the Purchase Agreement, at the closing (the “Closing”), (i) the Reciprocal will acquire from Seller 100% of the issued and outstanding shares of common stock of Allied Trust Insurance Company, a Texas domiciled property and casualty insurance company (“ATIC”), and (ii) HOA Holdco will acquire from Seller 100% of the membership interests of Allied Underwriters LLC, ATIC's managing general agent (“AU MGA”), and 100% of the membership interests of Lonestar Lagniappe Reinsurance Holdings, LLC, ATIC's captive reinsurer (“Lonestar”) (collectively, the “Acquisition”).
Consideration; Use of Porch Shares
The total consideration payable under the Purchase Agreement is $200.0 million, subject to adjustment as described below. The Reciprocal will pay Seller $105.0 million for the ATIC shares, consisting of $55.0 million payable at the Closing and $50.0 million payable in twelve approximately equal monthly installments during the twelve months following the Closing, or earlier at the discretion of the Reciprocal (the “Deferred Payments”). HOA Holdco will pay Seller $95.0 million at the Closing for the AU MGA and Lonestar membership interests.
The amounts payable at the Closing are subject to adjustment for the estimated closing indebtedness of the applicable acquired company. In addition, the $55.0 million payable by the Reciprocal at Closing is subject to adjustment based on ATIC’s adjusted statutory surplus as of Closing, measured against a benchmark of approximately $60.2 million, increasing dollar-for-dollar to the extent such surplus exceeds the benchmark and decreasing by 1.66 times any shortfall.
HOA Holdco may elect to satisfy up to $20.0 million of the Closing consideration in shares of Porch’s common stock ("Common Stock"), with the balance payable in cash, and the Reciprocal may elect to satisfy up to $50.0 million of the Deferred Payments in shares of Common Stock. Shares issued on behalf of HOA Holdco are expected to be newly issued shares, while shares delivered by the Reciprocal are expected to come from its existing holdings. The number of shares will be based on the Nasdaq closing price on the business day preceding the applicable payment date. The Purchase Agreement requires the Company to register the shares for resale.
Any shares of Common Stock issued by the Company or delivered by the Reciprocal will be in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Shares of Common Stock held by the Reciprocal are currently not entitled to vote or be counted for quorum purposes under Delaware law. Upon transfer to Seller, those shares will no longer be subject to such restrictions. The number of shares deliverable is not determinable at this time and will depend on the trading price of the Common Stock on the applicable determination dates and on whether the Reciprocal elects to pay in cash.
Other Terms
The Purchase Agreement contains customary representations, warranties, and covenants, including interim operating covenants and obligations to seek required regulatory approvals. The Company expects to obtain a $20 million representations and warranties insurance policy as the primary source of recovery for covered breaches. The Purchase Agreement provides additional indemnification for certain special indemnities and covenant breaches.
The Closing is subject to customary conditions, including receipt of required approval from the Texas Department of Insurance. The Closing will not occur earlier than January 1, 2027, and the Company currently expects the Acquisition to close in the first quarter of 2027. The Purchase Agreement may be terminated by mutual consent, by either party if the Closing has not occurred on or prior to April 1, 2027 (as such date may be extended), or by the non-breaching party following an uncured breach that would cause a closing condition to fail, subject in each case to the limitations set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 under “Consideration; Use of Porch Shares” is incorporated by reference into this Item 3.02.
Item 7.01. Regulation FD Disclosure.
On October 13, 2026, the Company issued a press release announcing the entry into the Purchase Agreement and the Acquisition. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information contained in, or incorporated into, this Item 7.01 (including Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in any such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected timing and completion of the Acquisition, the receipt of required regulatory approvals, the amount and form of the consideration payable under the Purchase Agreement, and the anticipated benefits of the Acquisition. Forward-looking statements are not guarantees of performance and are subject to risks and uncertainties, including delays or failures in obtaining regulatory approvals or satisfying closing conditions; termination of the Purchase Agreement; and the Company’s ability to fund required payments. They also include fluctuations in the common stock’s trading price, integration risks, failure to realize anticipated benefits, and catastrophe or severe-weather exposure, and the other risks described in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for 2025 and subsequent filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company disclaims any obligation to update any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. | | Description |
| 2.1†+ | | Stock and Membership Interest Purchase Agreement, dated as of October 13, 2026, by and among Homeowners of America Holding Corporation, Porch Insurance Reciprocal Exchange, and Allied Trust Holdings, LLC. |
| 99.1* | | Press Release issued by Porch Group, Inc., dated October 13, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Filed herewith.
+ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PORCH GROUP, INC. |
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| By: | /s/ Shawn Tabak |
| | Name: | Shawn Tabak |
| | Title: | Chief Financial Officer |
Date: October 13, 2026
Porch Group Announces Agreement to Acquire Allied Trust
Transaction expected to expand Porch Group’s Insurance Services business into Louisiana and add approximately $200 million in Reciprocal Written Premium and $25 million of Adjusted EBITDA (Excluding Reciprocal) in the first full year following closing
SEATTLE, October 13, 2026 (BUSINESS WIRE) – Porch Group, Inc. (“Porch Group”, “Porch” or the “Company”) (NASDAQ: PRCH), a new kind of homeowners insurance company, today announced that Porch Insurance Reciprocal Exchange (the “Reciprocal”) and Porch Group have entered into a definitive agreement to acquire Allied Trust’s insurance carrier and managing general agency, respectively. Allied Trust is a regional insurance carrier operating in Louisiana, Texas, South Carolina and North Carolina. Louisiana represented almost half of Allied Trust’s 2025 premiums and would be a new state for the Reciprocal.
The acquisition is expected to add approximately $200 million of Reciprocal Written Premium (“RWP”)i and approximately $25 million of Adjusted EBITDA (Excluding Reciprocal) to Porch. These expected contributions reflect the first full year following closing and planned portfolio optimization. The transaction is also expected to add meaningful scale, more than a decade of claims data, and opportunities to apply Porch’s proprietary property data to improve pricing, underwriting and risk selection over time.
Following closing, Allied Trust is expected to operate under the same structure as Porch Group’s existing insurance business. The Reciprocal will own the insurance carrier, collect premiums and pay claims, commissions, reinsurance costs and fees to Porch Group for operating services. Porch Group expects to earn high-margin commissions and fees based primarily on premium and policy volume, resulting in the continuation of its predictable earnings profile.
“Allied Trust is a strong strategic fit for Porch and the Reciprocal, and we are excited about the opportunity to add a high-quality insurance business,” said Matt Ehrlichman, Chief Executive Officer of Porch Group. “This transaction is expected to expand the insurance products we manage, add a meaningful presence in Louisiana, and bring a strong team, a healthy company, and over a decade of claims data that we believe can become even more valuable when combined with Porch’s proprietary data and insurance operating capabilities.”
Ehrlichman continued, “Porch already has a strong organic growth profile, which Allied Trust adds to in the years ahead. Assuming a January 1, 2027 close, the acquisition positions us to achieve 2027 results of more than $900 million of Reciprocal Written Premium, more than 360 thousand Reciprocal Policies Writtenii and more than $180 million of Adjusted EBITDA (Excluding Reciprocal).iii We expect to provide formal 2027 guidance in the first quarter of 2027 following regulatory approval and closing. In the meantime, we expect to begin integration planning and identify opportunities to accelerate distribution for Allied Trust and other potential synergies following closing.”
Transaction Details
Under the terms of the agreements, the Reciprocal will acquire Allied Trust’s insurance carrier for an initial base price of $55 million in cash, subject to adjustments for the carrier’s statutory surplus and indebtedness at closing, plus $50 million of deferred consideration payable over the 12 months following closing, which the Reciprocal may elect to pay in cash or the largely non-admitted PRCH shares it holds. The transaction is expected to be approximately statutory surplus neutral for the Reciprocal. Separately, Porch Group will acquire Allied Trust’s managing general agency and captive reinsurance entity for an aggregate base purchase price of $95 million, consisting of $75 million in cash and an expected $20 million in PRCH shares. Based on Allied Trust’s expected Adjusted EBITDA (Excluding Reciprocal) contribution during the first full year following closing, the transaction represents an acquisition multiple of less than four times for Porch Group.
The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in the first quarter of 2027.
Separately, Porch Group expects to file for an at-the-market equity offering program (the “ATM Program”) that would provide the Reciprocal or Porch Group with the ability to sell PRCH shares from time to time. For the Reciprocal, the ATM Program would provide flexibility to sell portions of its existing PRCH holdings over a long period of time in order to add additional growth capital to statutory surplus.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
Certain statements in this release are considered 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. Generally, statements that are not historical facts are forward-looking statements, including statements that use words such as “believe,” “estimate,” “expect,” “plan,” “anticipate,” “intend,” “target,” “will,” “may,” or similar expressions.
Forward-looking statements in this release include, without limitation, statements regarding: the proposed acquisitions by the Reciprocal and Porch Group of Allied Trust’s insurance carrier,
managing general agency, and captive reinsurance entities (collectively, the “Transaction”), including the expected timing of closing, the receipt of regulatory approvals, and the satisfaction of other closing conditions; the expected purchase price, purchase price adjustments, deferred consideration, and form of consideration, including the expected issuance of PRCH shares; the expected contribution of the Transaction to Reciprocal Written Premium and Adjusted EBITDA (Excluding Reciprocal), the expected acquisition multiple, and the expected statutory surplus impact on the Reciprocal; planned portfolio optimization; the expected operating structure, commissions, fees, and earnings profile following closing; the expected benefits of the Transaction, including scale, the value of Allied Trust’s claims data, improvements to pricing, underwriting, and risk selection, accelerated distribution, and other potential synergies; integration planning; management’s 2027 targets for Reciprocal Written Premium, Reciprocal Policies Written, and Adjusted EBITDA (Excluding Reciprocal), including the assumption of a January 1, 2027 closing, and the timing of formal 2027 guidance; and the expected filing, timing, and use of the ATM Program, including any sales of PRCH shares by the Reciprocal and the impact of such sales on the Reciprocal’s statutory surplus.
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:
•the risk that the proposed Transaction may not be completed on the anticipated terms or timeline, or at all, including due to failure to obtain required approvals from the Texas Department of Insurance, or the imposition of conditions on those approvals;
•the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction purchase agreement;
•the effect of the announcement or pendency of the Transaction on relationships with policyholders, producers, reinsurers, regulators and employees, and on our operating results;
•Transaction-related costs, including costs of integration;
•adjustments to the purchase price, including based on the acquired insurer’s statutory surplus at closing;
•our ability to integrate the acquired businesses and realize the anticipated benefits of the Transaction;
•the incidence, frequency, and severity of hurricanes, severe convective storms, wildfires, and other catastrophes;
•the structure, availability, cost, and performance of the reinsurance programs of the Reciprocal, Homeowners of America, and the acquired insurance carrier, and their ability to maintain financial stability ratings and a healthy surplus;
•economic conditions, especially those affecting the housing, insurance, and financial markets, and our ability to access capital and timely repay our outstanding indebtedness; 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, 2025 and in our subsequent reports filed with the Securities and Exchange Commission (“SEC”), as well as those discussed elsewhere in this release, 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 release.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this release primarily on our current expectations and projections. 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.
Non-GAAP Financial Measures
This release includes projected Adjusted EBITDA (Excluding Reciprocal), a non-GAAP financial measure.
Adjusted EBITDA (Excluding Reciprocal) is defined and calculated consistently with the Company’s most recent periodic reports and earnings materials. The Company is not providing a reconciliation of projected Adjusted EBITDA (Excluding Reciprocal) to the most directly comparable GAAP measure because certain information necessary to calculate the comparable GAAP measure is unavailable or dependent on the timing of future events outside the Company’s control, and a reconciliation therefore cannot be provided without unreasonable effort.
Our management uses these non-GAAP financial measures as supplemental measures of our operating and financial performance, for internal budgeting and forecasting purposes, to evaluate financial and strategic planning matters, and to establish certain performance goals for incentive programs. We believe that the use of these non-GAAP financial measures provides investors with useful information to evaluate our operating and financial performance and trends and in comparing our financial results with competitors, other similar companies and companies across different industries, many of which present similar non-GAAP financial measures to investors. However, our definitions and methodology in calculating these non-GAAP measures may not be comparable to those used by other companies. In addition, we may modify the presentation of these non-GAAP financial measures in the future, and any such modification may be material.
You should not consider these non-GAAP financial measures in isolation, as a substitute to or superior to financial performance measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude specified income and expenses, some of which may be significant or material, that are required by GAAP to be recorded in our consolidated financial statements. We may also incur future income or expenses similar to those excluded from these non-GAAP financial measures, and the presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP financial measures reflect the exercise of management judgment about which income and expenses are included or excluded in determining these non-GAAP financial measures.
Investor Relations Contact
IR@porch.com
______________________
i Reciprocal Written Premium (“RWP”) is a key performance indicator defined as the total premium written by the Reciprocal for the face value of one year’s premium, gross of cancellations, plus surplus contributions and policy fees, and before deductions for reinsurance. RWP should not be used as a substitute for revenue. See Porch Group’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent reports filed with the Securities and Exchange Commission for additional information regarding RWP.
ii Reciprocal Policies Written is a key performance indicator defined as the number of new and renewal insurance policies written by the Reciprocal. See Porch Group’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent reports filed with the Securities and Exchange Commission for additional information regarding Reciprocal Policies Written.
iii These combined company figures reflect management’s internal estimates and targets and do not constitute pro forma financial information. Actual results will depend on the timing of the closing, the success of integration efforts, and other factors described under ‘Forward-Looking Statements’.
