Porch Group (PRCH) insider reports 22.7% ownership stake

Rhea-AI Filing Summary

Porch Group, Inc. insider Matthew A. Ehrlichman updated his ownership, reporting beneficial ownership of 25,519,591 shares of common stock, or approximately 22.7% of the outstanding shares. This percentage is based on 106,149,690 shares outstanding as of February 16, 2026.

His position includes 12,852,242 shares held directly, 6,416,712 shares held through West Equities, LLC over which he has sole voting and investment power, and additional equity from options, RSUs, and performance RSUs that are exercisable or vest within 60 days. The filing also describes substantial performance-based RSU awards that are excluded from current beneficial ownership and are tied to multi-year goals for total shareholder return, Adjusted EBITDA, and revenue. The company uses a sell-to-cover method for tax withholding on equity awards, so future tax-related sales may be executed on his behalf without his trading discretion.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Porch Group, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

733245104

(CUSIP Number)

Matthew A. Ehrlichman
411 1st Avenue S., Suite 501,
Seattle, WA, 98104
206-947-2472

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 733245104

1

Name of reporting person

Ehrlichman Matt

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,519,591.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,519,591.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,519,951.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.7 %

14

Type of Reporting Person (See Instructions)

IN, HC, BD

Comment for Type of Reporting Person:

The numbers reported in Items 7, 9, and 11 include 19,268,954 shares of Common Stock beneficially owned by Mr. Ehrlichman, options exercisable for 1,892,203 shares of Common Stock, 861,486 restricted stock units, 237,109 of which vest within 60 days, and 3,496,948 performance restricted stock awards, all of which vest within 60 days. The percentage reported in Item 13 is calculated based on 106,149,690 shares outstanding as of February 16, 2026, as reported in the Issuer's Form 10-K for the year ended December 31, 2025, plus 1,892,203 options, 861,486 restricted stock units, and 3,496,948 performance restricted stock units. The number of Issuer shares outstanding excludes 18,312,208 shares held by Porch Reciprocal Exchange, an affiliate of the Issuer, which are considered treasury shares for GAAP accounting purposes and under Delaware law and are not considered outstanding for quorum and are not entitled to vote.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Porch Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 411 1st Avenue S., Suite 501, Seattle, WASHINGTON , 98104.
Item 1 Comment: This Amendment No. 9 to Schedule 13D ("Amendment No. 9") relates to the shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Porch Group, Inc. (the "Issuer" or the "Company"). This Amendment No. 9 amends and supplements, as set forth below, the Schedule 13D filed by Mr. Ehrlichman on December 31, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed by Mr. Ehrlichman on February 16, 2022, Amendment No. 2, filed by Mr. Ehrlichman on March 21, 2022, Amendment No. 3 filed by Mr. Ehrlichman on May 17, 2022, Amendment No. 4 filed by Mr. Ehrlichman on November 23, 2022, Amendment No. 5 filed by Mr. Ehrlichman on April 18, 2023, Amendment No. 6 filed by Mr. Ehrlichman on September 11, 2023, Amendment No. 7 filed by Mr. Ehrlichman on September 29, 2023, and Amendment No. 8 filed by Mr. Ehrlichman on August 8, 2025 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein.
Item 3.	Source and Amount of Funds or Other Consideration
	See Item 5(c) for a description of transactions. No transactions involved the payment of consideration (other than the provision of services).
Item 4.	Purpose of Transaction
	Other than as previously reported or reported below, Mr. Ehrlichman does not have any plan or proposal that would relate to or would results in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. The Issuer has adopted the sell-to-cover method as the sole means for plan participants to satisfy tax withholding obligations in connection with the settlement of equity awards. Accordingly, Mr. Ehrlichman anticipates that as his equity awards are settled, the Issuer will effect on his behalf certain sales-to-cover transactions, over which Mr. Ehrlichman will exercise no discretion.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Mr. Ehrlichman may be deemed to beneficially own 25,519,591 shares of Common Stock, representing approximately 22.7% of the shares of Common Stock outstanding.
(b)	Number of shares reported herein includes (i) 12,852,242 shares of Common Stock held directly by Mr. Ehrlichman, (ii) 1,892,203 shares of Common Stock that are obtainable upon exercise of options granted to Mr. Ehrlichman by the Company, all of which are currently exercisable, (iii) 861,486 shares of Common Stock that are obtainable upon vesting and settlement of RSUs granted to Mr. Ehrlichman by the Company, 237,109 of which vest within 60 days, (iv) 3,496,948 shares of Common Stock that are obtainable upon vesting and settlement of PRSUs granted to Mr. Ehrlichman by the Company, all of which vest within 60 days, and (v) 6,416,712 shares of Common Stock held by West Equities, LLC, over which Mr. Ehrlichman has sole voting and investment power. Mr. Ehrlichman's reported beneficial ownership excludes shares of Common Stock underlying 2,435,352 PRSUs granted to Mr. Ehrlichman, which will only be issued to Mr. Ehrlichman upon satisfaction of the following performance conditions: 1,562,017 PRSUs are subject to three performance goals (each weighted 33.3%): (i) Total Shareholder Return ("TSR") using a 60-trading day VWAP for Porch relative to a 60-trading day closing average for companies in the S&P SmallCap 600 Index over a three-year performance period ending December 31, 2026; (ii) Issuer's Adjusted EBITDA in 2026; and (iii) Issuer's Revenue in 2026. Achievement for each metric will be independently determined based on the achievement of threshold, target and maximum of 50%, 100% and 200%, respectively, of the target PRSUs, with linear interpolation in-between. The remaining 873,335 PRSUs are subject to three performance goals (each weighted 33.3%): (i) Relative Total Shareholder Return ("rTSR") over a performance period beginning on April 1, 2025 and ending on December 31, 2027; (ii) Adjusted EBITDA in the year ending December 31, 2027 compared to specified performance goals; and (iii) Revenue in the year ending December 31, 2027 compared to specified performance goals. The performance goals and actual results for the 2025 PRSUs may be further adjusted based on an objective adjustment policy approved by the Compensation Committee. The payout for each performance metric will be independently determined based on the achievement of threshold, target and maximum of 50%, 100% and 200%, respectively, of the target PRSUs, with linear interpolation in-between. For the rTSR PRSUs, no payout will be earned above 100% unless the Company achieves a positive absolute total stockholder return over the applicable performance period. To motivate exceptional Company financial and stock performance that is aligned with stockholder value creation, the Compensation Committee determined that the Adjusted EBITDA PRSUs and rTSR PRSUs in 2025 will have additional performance goals, with independently determined payouts for each metric at 350% and 500% of the target PRSUs, with no linear interpolation above the 200% payout. The PRSUs will vest as of the earlier of April 4, 2028 and the date that the PRSU achievement is determined by the Compensation Committee. Please refer to the Company's prior disclosures for additional details on the PRSUs excluded from Mr. Ehrlichman's reported beneficial ownership.
(c)	Exhibit 99.12 attached hereto and incorporated herein by reference sets forth all of Mr. Ehrlichman's transactions in Issuer's securities that have occurred since August 8, 2025. Other than as set forth herein, no transactions in the Issuer's securities have been effected by Mr. Ehrlichman during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Amendment No. 9 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.12 List of Mr. Ehrlichman's transactions since August 8, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ehrlichman Matt

Signature:	Matt Ehrlichman
Name/Title:	Matt Ehrlichman
Date:	03/20/2026

FAQ

How many Porch Group (PRCH) shares does Matthew Ehrlichman beneficially own?

Matthew Ehrlichman beneficially owns 25,519,591 shares of Porch Group common stock. This total includes directly held shares, options currently exercisable, RSUs and PRSUs vesting within 60 days, and shares held through West Equities, LLC over which he has sole voting and investment power.

What percentage of Porch Group (PRCH) does Matthew Ehrlichman currently own?

Ehrlichman’s beneficial ownership represents approximately 22.7% of Porch Group’s common stock. This percentage is calculated using 106,149,690 shares outstanding as of February 16, 2026, plus the equity underlying his exercisable options and near-term vesting RSUs and PRSUs.

How is Matthew Ehrlichman’s Porch Group (PRCH) ownership structured?

His reported holdings include 12,852,242 shares held directly, 6,416,712 shares held by West Equities, LLC, and additional shares obtainable from 1,892,203 options, 861,486 RSUs, and 3,496,948 PRSUs that vest within 60 days, all treated as beneficially owned under SEC rules.

What performance conditions apply to Matthew Ehrlichman’s excluded Porch Group PRSUs?

Ehrlichman’s excluded 2,435,352 and 873,335 PRSUs depend on multi-year targets for total shareholder return, Adjusted EBITDA, and revenue. Payouts range from 50% to 200% of target, with some 2025 awards allowing higher 350% and 500% payouts if additional goals are achieved.

Does Matthew Ehrlichman plan major corporate changes at Porch Group (PRCH)?

The filing states he has no current plans or proposals for major actions such as mergers, asset sales, board changes, or alterations to capitalization or dividend policy, other than matters previously disclosed or reported in this amendment to his Schedule 13D.

How will tax obligations on Matthew Ehrlichman’s Porch Group equity awards be handled?

Porch Group uses a sell-to-cover method to satisfy tax withholding on equity awards. As Ehrlichman’s awards settle, the company will execute sales-to-cover transactions on his behalf, and he will exercise no discretion over those specific tax-related sales.