What vesting event triggered the Porch Group COO’s tax-related share sale?

The sale relates to performance-based restricted stock unit (PRSU) awards that vested on April 7, 2026. Porch Group elected to satisfy associated tax withholding through mandatory sell-to-cover transactions, settling vested common shares over several trades within an approximately 45-day window.

Porch Group (PRCH) COO executes 64,274-share sell-to-cover for PRSU tax

Q: Why was the Porch Group COO’s share sale described as sell-to-cover?

The sale was required by Porch Group, at its election, under a sell-to-cover method. It served as the sole way for plan participants to satisfy tax withholding obligations arising from performance-based RSU awards that vested on April 7, 2026, rather than an optional cashless transaction.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Porch Group, Inc. Chief Operating Officer Matthew Neagle reported an open‑market sale of 64,274 shares of Common Stock at a weighted average price of $9.7891 per share. According to the disclosure, this sale was required by the company under a sell-to-cover method to satisfy tax withholding obligations tied to performance-based RSU (PRSU) awards that vested on April 7, 2026, and was not at Neagle’s discretion.

The shares were sold in multiple trades between $9.735 and $10.230 per share. After these transactions, Neagle continues to hold 2,297,724 shares of Porch Group common stock directly. The company has indicated that vested PRSU shares will be settled in several transactions over approximately 45 days between April 7, 2026 and May 21, 2026 to reduce market impact.

Insider Trade Summary

Net Seller: 64,274 shares ($629,185)

Net Sell 1 txn

Insider Neagle Matthew

Role Chief Operating Officer

Sold 64,274 shs ($629K)

Type	Security	Shares	Price	Value
Sale	Common Stock	64,274	$9.7891	$629K

Holdings After Transaction: Common Stock — 2,297,724 shares (Direct, null)

Footnotes (1)

This sale was required by the Issuer at its election (without any discretion by the Reporting Person) under a sell-to-cover method as the sole means for plan participants to satisfy tax withholding obligations in connection with the settlement of performance-based restricted stock unit ("PRSU") awards that vested on April 7, 2026. As previously disclosed, the Issuer has confirmed its intent to settle vested shares of Common Stock for these PRSU awards in several transactions over approximately 45 days, between April 7, 2026 and May 21, 2026 to reduce market impact. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.735 to $10.230 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold: 64,274 shares Weighted average sale price: $9.7891 per share Sale price range: $9.735–$10.230 per share +3 more

6 metrics

Shares sold 64,274 shares Open-market sale required for tax withholding on PRSU vesting

Weighted average sale price $9.7891 per share Average price for 64,274-share sale

Sale price range $9.735–$10.230 per share Prices for multiple individual sale transactions

Shares owned after transaction 2,297,724 shares Direct common stock holdings following sale

PRSU vesting date April 7, 2026 Performance-based RSU awards that triggered tax withholding

Settlement window Approximately 45 days Period from April 7, 2026 to May 21, 2026 for PRSU settlements

Key Terms

sell-to-cover, performance-based restricted stock unit ("PRSU"), weighted average price, vested shares of Common Stock

4 terms

sell-to-cover financial

"This sale was required by the Issuer at its election (without any discretion by the Reporting Person) under a sell-to-cover method"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

performance-based restricted stock unit ("PRSU") financial

"in connection with the settlement of performance-based restricted stock unit ("PRSU") awards that vested on April 7, 2026"

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vested shares of Common Stock financial

"its intent to settle vested shares of Common Stock for these PRSU awards in several transactions"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 05:48 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neagle Matthew

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH

SUITE 501

(Street)

SEATTLE

WASHINGTON

98104

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Porch Group, Inc. [ PRCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		S⁽¹⁾		64,274	D	$9.7891⁽²⁾	2,297,724	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This sale was required by the Issuer at its election (without any discretion by the Reporting Person) under a sell-to-cover method as the sole means for plan participants to satisfy tax withholding obligations in connection with the settlement of performance-based restricted stock unit ("PRSU") awards that vested on April 7, 2026. As previously disclosed, the Issuer has confirmed its intent to settle vested shares of Common Stock for these PRSU awards in several transactions over approximately 45 days, between April 7, 2026 and May 21, 2026 to reduce market impact.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.735 to $10.230 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/Meghan Silver as Attorney-in-fact for Matthew Neagle	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Porch Group (PRCH) report for its COO?

Porch Group reported that COO Matthew Neagle sold 64,274 common shares in an open-market transaction. The sale was company-required under a sell-to-cover method to pay taxes on recently vested performance-based RSU (PRSU) awards, rather than a discretionary stock sale.

At what price did the Porch Group COO’s Form 4 sale occur?

The reported weighted average price for the COO’s 64,274-share sale was $9.7891 per share. The filing notes multiple individual trades executed within a price range between $9.735 and $10.230 per share across the transactions reported in this Form 4.

How many Porch Group (PRCH) shares does the COO hold after this Form 4 sale?

After selling 64,274 common shares, COO Matthew Neagle directly holds 2,297,724 Porch Group shares. This post-transaction holding reflects his remaining equity stake following the tax-related sell-to-cover transaction associated with the vesting of performance-based restricted stock unit awards.

Over what period will Porch Group settle vested PRSU shares for this plan?

Porch Group has stated it intends to settle vested common shares from the PRSU awards in several transactions over approximately 45 days. These settlements are planned between April 7, 2026 and May 21, 2026, with the goal of reducing market impact from concentrated share sales.