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Porch Group (NASDAQ: PRCH) internal share deal boosts Reciprocal surplus

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Form Type
8-K

Rhea-AI Filing Summary

Porch Group, Inc. entered into a securities purchase agreement where its captive reinsurer, Porticus Reinsurance Ltd., bought 2,092,050 Porch common shares from the Porch Reciprocal Exchange for an aggregate $14,999,998.50, or $7.17 per share.

The deal converts part of the Reciprocal’s Porch share holdings into cash, increasing its regulatory capital because a large portion of Porch shares are treated as non-admitted assets in statutory filings. The Reciprocal still holds approximately 16.2 million Porch shares. For the quarter ended March 31, 2026, statutory surplus at the Reciprocal was about $165 million, supporting capacity for more than $800 million in Reciprocal Written Premiums.

The transaction relied on a Securities Act Section 4(a)(1) exemption, and Porch plans to file a registration statement to register the shares now held by Porticus. These shares remain treasury shares for GAAP and Delaware law purposes and are not considered outstanding or entitled to vote. Porch previously exhausted a Board-authorized open market repurchase program in March 2026 after buying 0.3 million shares for $2.5 million; the current transaction is separate and permitted under the 6.75% Convertible Senior Notes due 2028 indenture.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares purchased by Porticus 2,092,050 shares Common stock bought from Porch Reciprocal Exchange
Aggregate purchase price $14,999,998.50 Consideration paid for 2,092,050 shares
Price per share $7.17/share Nasdaq closing price on March 31, 2026
Approximate shares referenced in press release ≈2.1 million shares Rounded figure in Exhibit 99.1
Reciprocal statutory surplus $165 million As of quarter ended March 31, 2026
RWP capacity supported >$800 million Reciprocal Written Premiums capacity tied to surplus
Prior open market repurchase 0.3 million shares Repurchased for $2.5 million under exhausted program
Convertible notes coupon 6.75% Convertible Senior Notes due 2028
statutory surplus financial
"which increases the Reciprocal’s regulatory capital (“statutory surplus”) given a large portion"
Statutory surplus is the cushion an insurance company has after subtracting the amounts regulators say it must keep on hand to pay claims from the assets they allow for regulatory accounting. Think of it like a household emergency fund beyond the bills you’re legally required to pay; it shows extra financial strength. Investors watch it because a larger statutory surplus means a company is better able to absorb losses, support dividends or growth, and meet regulatory expectations.
non-admitted assets financial
"given that a large portion of the value of Porch shares is counted as non-admitted assets in statutory filings"
reciprocal interinsurance exchange financial
"Porch Reciprocal Exchange, a Texas unincorporated reciprocal interinsurance exchange"
A reciprocal interinsurance exchange is a cooperative arrangement where a group of policyholders agree to insure one another’s risks, with a manager handling underwriting, claims and administration on their behalf — think of neighbors pooling money to cover each other’s losses while a hired steward runs the paperwork. For investors, these exchanges matter because their finances depend on the pool’s claim experience, the manager’s fees and decisions, and different capital and regulatory rules than traditional insurers, all of which affect profitability and risk exposure.
Convertible Senior Notes financial
"the Company’s 6.75% Convertible Senior Notes due 2028"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
open market repurchase program financial
"the Company exhausted its Board authorized open market repurchase program and repurchased 0.3 million common shares"
treasury shares financial
"The Porch shares held by Porticus and the Reciprocal will remain treasury shares for GAAP accounting purposes"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
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Understanding 8-K Material Events →
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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): June 10, 2026
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3914284-2587663
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.0001PRCHThe 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


Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2026 (the “Effective Date”), Porticus Reinsurance Ltd. (“Porticus”), a Cayman Islands captive reinsurance company and subsidiary of Porch Group, Inc. (the “Company” or “Porch”), entered into a Securities Purchase Agreement (the “SPA”) with the Porch Reciprocal Exchange, a Texas unincorporated reciprocal inter-insurance exchange (the “Reciprocal”). The parties entered into the SPA following the receipt of required regulatory approvals from the Texas Department of Insurance and the Cayman Islands Monetary Authority.
On the Effective Date, the Reciprocal sold Porticus 2,092,050 shares (the “Shares”) of the Company’s common stock for an aggregate purchase price of $14,999,998.50. This reflects a price per share of $7.17, which was the Nasdaq closing price on March 31, 2026, the date the parties received the requisite corporate approvals for the transaction subject to the receipt of regulatory approvals. By converting a portion of the Reciprocal’s Porch common stock holdings into cash, this transaction increases the Reciprocal’s statutory surplus given that a large portion of the value of Porch shares is counted as non-admitted assets in statutory filings. The Reciprocal still holds approximately 16.2 million Porch shares, providing continued upside potential should the share price appreciate.
The SPA contains customary representations, warranties, and covenants of both the Reciprocal and Porticus. Although the Company manages and operates the Reciprocal, for purposes of this transaction the parties evaluated and authorized the transaction independently, with the Company and Porticus Board of Directors approving the transaction for Porticus, and the independent members of the Subscribers Advisory Committee approving the transaction for the Reciprocal. Porticus is not prohibited from repurchasing Porch shares under the terms of the Indenture governing the Company’s 6.75% Convertible Senior Notes due 2028.
The transaction was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(1) of the Securities Act. The Company intends to file in the near term a registration statement with the Securities and Exchange Commission to register the Shares held by Porticus. The Porch shares held by Porticus and the Reciprocal will remain treasury shares for GAAP accounting purposes and under Delaware law are not considered outstanding for quorum and are not entitled to vote.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the actual text of the SPA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.
Item 7.01. Regulation FD Disclosure.
On June 11, 2026, the Company issued a press release announcing the purchase of the Shares, which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in, or incorporated into, this Item 7.01 of this Current Report (including Exhibit 99.1 hereto), is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the 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, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
No.
Description
2.1
Securities Purchase Agreement, dated June 10, 2026, between Porch Insurance Reciprocal Exchange and Porticus Reinsurance Ltd.
99.1
Press Release, June 11, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
PORCH GROUP, INC.
By:/s/ Shawn Tabak
Name:Shawn Tabak
Title:Chief Financial Officer
Date: June 11, 2026

Exhibit 99.1
Porch Group Announces Purchase of PRCH Shares from the Reciprocal
SEATTLE, WA – June 11, 2026 (Business Wire) — Porch Group, Inc. (“Porch” or “the Company”) (NASDAQ: PRCH), a new kind of homeowners insurance company, today announced that the Porch Reciprocal Exchange (the “Reciprocal”), a Texas unincorporated reciprocal interinsurance exchange, sold approximately 2.1 million shares of Porch common stock to Porch for an aggregate purchase price of $15 million in cash (the “Transaction”).
Strategic rationale: increase Reciprocal’s statutory surplus
The Transaction is designed to convert a portion of the Reciprocal’s Porch common stock holdings into cash, which increases the Reciprocal’s regulatory capital (“statutory surplus”) given a large portion of the value of the Reciprocal’s Porch shares is instead counted as non-admitted assets in statutory filings.
The Reciprocal will continue to hold approximately 16.2 million Porch shares, providing continued upside potential should the share price appreciate.
Strong surplus today supports scaling objectives
For the quarter ended March 31, 2026, statutory surplus at the Reciprocal was approximately $165 million, which supports capacity for more than $800 million in Reciprocal Written Premiums (“RWP”). Growth in statutory surplus at the Reciprocal has continued to be better than expectations since the end of Q1 2026 independent of this transaction.
Separate from open-market repurchases
In March 2026, the Company exhausted its Board authorized open market repurchase program and repurchased 0.3 million common shares for $2.5 million, which represented the maximum amount permitted under the Company’s 2028 convertible notes indenture.
This Transaction is separate from that open market repurchase authorization and is not an open market repurchase. As described in the Company’s Form 8-K filed with the SEC on June 11, 2026, this transaction was executed by Porticus Reinsurance Ltd. (“Porticus”), a Cayman Islands captive reinsurance company and subsidiary of Porch Group, which is allowed to purchase Porch shares from the Reciprocal under the terms of the indenture governing the Company’s 2028 Convertible Senior Notes.
Transaction details


The parties entered into the securities purchase agreement June 10, 2026, following receipt of required regulatory approvals from the Texas Department of Insurance and the Cayman Islands Monetary Authority.
The purchase price reflects $7.17 per share, which was the Nasdaq closing price on March 31, 2026, the date the parties received the requisite corporate approvals for the Transaction, subject to receipt of regulatory approvals.

About Porch Group
Porch Group, Inc. ("Porch") is a new kind of homeowners insurance company. Porch's strategy to win in homeowners insurance is to deploy leading vertical software solutions in select home-related industries, provide the best services for homebuyers including important moving services, leverage unique data for advantaged underwriting, and provide more protection for policyholders. To learn more about Porch, visit ir.porchgroup.com.
Investor Relations Contact:
IR@porch.com


Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Porch Group (PRCH) announce with the Porch Reciprocal Exchange?

Porch Group’s subsidiary Porticus Reinsurance bought 2,092,050 Porch common shares from the Porch Reciprocal Exchange for about $15 million in cash. The deal restructures ownership internally while leaving the Reciprocal with roughly 16.2 million Porch shares for future price appreciation potential.

What was the price per share in Porch Group’s June 2026 internal share purchase?

The purchase price was $7.17 per Porch share, matching Nasdaq’s March 31, 2026 closing price. That date corresponded to when corporate approvals were received, subject to regulatory approvals, and was used to set the transaction valuation between Porticus and the Reciprocal.

How does the Porch Group share transaction affect the Reciprocal’s statutory surplus?

The transaction converts some of the Reciprocal’s Porch share holdings into cash, increasing statutory surplus. Many Porch shares are treated as non-admitted assets, so turning them into cash strengthens regulatory capital while still leaving about 16.2 million Porch shares on the Reciprocal’s balance sheet.

What are the Reciprocal’s surplus and capacity figures mentioned by Porch Group (PRCH)?

For the quarter ended March 31, 2026, the Reciprocal’s statutory surplus was approximately $165 million, supporting capacity for more than $800 million in Reciprocal Written Premiums. Porch notes surplus growth has been better than expectations since the end of that quarter, independent of this transaction.

How does this Porch Group transaction relate to its prior open market repurchase program?

In March 2026, Porch exhausted its Board-authorized open market repurchase program after buying 0.3 million shares for $2.5 million, the maximum allowed under its 2028 convertible notes indenture. The new Porticus–Reciprocal transaction is separate and not an open market repurchase.

Will the shares purchased by Porticus in this Porch Group deal be outstanding and voting?

No. Porch states that the shares held by Porticus and the Reciprocal remain treasury shares for GAAP purposes and, under Delaware law, are not considered outstanding. They do not count for quorum and are not entitled to vote in shareholder matters.

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