Document

S-8 1 prch-20260730formsx8.htm S-8 Document

As filed with the Securities and Exchange Commission on July 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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 No.)

411 1st Avenue S., Suite 501, Seattle, WA			98104
(Address of principal executive offices)			(Zip code)

PORCH GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Meghan Silver

General Counsel

411 1st Avenue S., Suite 501

Seattle, WA 98104

Telephone: (855) 767-2400

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael S. Ben, Esq.

Honigman LLP

2290 First National Building

660 Woodward Ave.

Detroit, Michigan 48226-3506

(313) 465-7000

_______________________________________

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 7(a)(2)(B) of the Securities Act. ◻

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EXPLANATORY NOTE

On June 10, 2026, at the 2026 Annual Meeting of Stockholders of Porch Group, Inc., a Delaware corporation (the “Registrant”), the Registrant’s stockholders approved the Porch Group, Inc. Employee Stock Purchase Plan (the “ESPP”), which the Registrant’s Board of Directors (the “Board”) had previously approved, subject to such stockholder approval. The ESPP permits the issuance of a maximum of 2,300,000 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), which are reserved for issuance under the ESPP.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant also are hereby incorporated herein by reference:

(1)the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 20, 2026 (including information specifically incorporated by reference therein from the Registrant's Proxy State ment filed with the Commission on April 17, 2026);

(2)the Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on April 28, 2026, and for the quarter ended June 30, 20 26, filed with the Commission on July 29, 2026;

(3)the Registrant's Current Reports on Form 8-K filed with the Commission on June 11, 2026 and June 15, 2026; and

(4)the description of the Registrant’s Common Stock under the caption “Description of Securities” on pages 113 through 126 of the Prospectus included in the Registrant’s registration statement on Form S-1 (File No. 333-234512) effective November 21, 2019, as filed with the Commission pursuant to the Securities Act and incorporated by reference into the Registrant’s initial registration statement on Form 8-A filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended by the description of the Common Stock contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, and as further amended by any subsequent amendment or report filed for the purpose of updating such description.

In addition, all documents the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold, are incorporated herein by reference and are a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such

person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

In accordance with Section 102(b)(7) of the DGCL, the Registrant’s Third Amended and Restated Certificate of Incorporation provides that a director will not be personally liable to the Registrant or the Registrant’s stockholders for monetary damages for breach of fiduciary duty as a director, unless they (i) violated their duty of loyalty to the Registrant or its stockholders, (ii) acted in bad faith, knowingly or intentionally violated the law, (iii) authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or (iv) derived improper personal benefit from their actions as directors. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective. Accordingly, these provisions will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care.

The Registrant’s Third Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide that the Registrant will indemnify the Registrant’s present and former directors and officers to the maximum extent permitted by the DGCL and that such indemnification will not be exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw provision, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the Registrant’s Third Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide that the Registrant shall advance expenses incurred by a director or officer in defending or otherwise participating in a proceeding to the fullest extent permitted by applicable law.

The Registrant has entered into indemnification agreements with each of the Registrant’s current directors and executive officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The Registrant also maintains directors’ and officers’ liability insurance, which provides coverage against certain liabilities that may be incurred by the Registrant’s directors and officers in their capacities as the Registrant’s directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit Number						Description

4.1						Third Amended and Restated Certificate of Incorporation of the Registrant, dated June 9, 2022 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (File No. 001-39142), filed with the Commission on June 10, 2022).
4.2						Amended and Restated By-Laws of the Registrant, dated December 23, 2020 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K (File No. 001-39142), filed with the Commission on December 29, 2020).
4.3						Porch Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q (File No. 001-39142), filed with the Commission on July 29, 2026).
5.1*						Opinion of Honigman LLP.
23.1*						Consent of Grant Thornton LLP, independent registered public accounting firm.
23.2*						Consent of Honigman LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement).
24.1*						Power of Attorney (included in the signature page to this Registration Statement).
107*						Calculation of Filing Fee Table

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*Filed herewith.

Item 9. Undertakings.

(a)The Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on July 30, 2026.


			PORCH GROUP, INC.

			By:			/s/ Matthew Ehrlichman
			Name			Matthew Ehrlichman
			Title			Chief Executive Officer, Chairman and Founder

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Ehrlichman, Shawn Tabak and Meghan Silver as his or her true and lawful attorneys-in-fact and agents with full power of substitution, severally, for him or her in any and all capacities, to sign the Registration Statement on Form S-8 of Porch Group, Inc., and any or all amendments (including post-effective amendments thereto), which relates to the registration and issuance of the Common Stock pursuant to the Porch Group, Inc. Employee Stock Purchase Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Matthew Ehrlichman

Chief Executive Officer

July 30, 2026

Matthew Ehrlichman

(principal executive officer) and Chairman

/s/ Shawn Tabak

Chief Financial Officer

July 30, 2026

Shawn Tabak

(principal financial officer and principal accounting officer)

/s/ Sean Kell

Director

July 30, 2026

Sean Kell

/s/ Rachel Lam

Director

July 30, 2026

Rachel Lam

/s/ Alan Pickerill

Director

July 30, 2026

Alan Pickerill

/s/ Amanda Reierson

Director

July 30, 2026

Amanda Reierson

/s/ Maurice Tulloch

Director

July 30, 2026

Maurice Tulloch

/s/ Camilla Velasquez

Director

July 30, 2026

Camilla Velasquez

/s/ Regi Vengalil

Director

July 30, 2026

Regi Vengalil