Annual report
Page 1
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number : 001-39142 PORCH GROUP , INC ( Exact name of registrant as specified in its charter ) Delaware ( State of Other Jurisdiction of incorporation or Organization ) 2200 1st Avenue S. , Suite 300 , Seattle , WA ( Address of principal executive offices ) Title of Each Class Common Stock , par value $ 0.0001 per share Warrants to purchase common stock 98134 ( Zip code ) Registrant's telephone number , including area code : ( 855 ) 767-2400 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) . PRCH PRCHW 83-2587663 ( I.R.S. Employer Identification No. ) Accelerated filer Name Of Each Exchange On Which Registered Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the Registrant has submitted electronically ; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.0405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Non - accelerated filer > 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 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 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No Based on the closing price as reported on the Nasdaq Stock Market , the aggregate market value of the Registrant's Common Stock held by non - affiliates on June 30 , 2020 ( the last business day of the Registrant's most recently completed second fiscal quarter ) was approximately $ 175 million . Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The number of outstanding shares of the Registrant's Common Stock as of March 26 , 2021 was 89,415,481 . Documents Incorporated by Reference Items 10 ( as to directors and Section 16 ( a ) Beneficial Ownership Reporting Compliance ) , 11 , 12 , 13 and 14 of Part III incorporate by reference information from the registrant's proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the Registrant's 2021 Annual Meeting of Stockholders to be held on June 9 , 2021 .