Porch Group, Inc. filed a Form 8-K on October 30, 2026, disclosing entry into a distribution agreement with StoneX Financial Inc. as sales agent, under which Porch Reciprocal Exchange may sell up to 10 million shares and the company may sell up to 5 million shares of common stock in an at-the-market offering.

Key Highlights

  • Reciprocal ATM shares: Porch Reciprocal Exchange may offer and sell up to 10 million shares of Porch Group common stock it currently holds.
  • Company ATM shares: Porch Group, Inc. may offer, issue, and sell up to 5 million additional shares of its common stock.
  • Sales agent commission: The company or the Reciprocal, as applicable, will pay StoneX Financial Inc. a cash commission of 1.5% of gross proceeds from shares sold under the agreement.
  • Reciprocal's current holdings: The Reciprocal currently holds approximately 16.2 million shares of Porch common stock, a significant portion of which constitutes a non-admitted asset or is subject to statutory investment limitations under Texas insurance law.
  • No company proceeds from Reciprocal sales: According to the filing, the company will not receive any proceeds from the sale of the Reciprocal ATM shares.
  • Registration statement: The company ATM shares will be offered pursuant to a Form S-3 registration statement (Registration No. 333-299730), filed with the SEC on October 30, 2026.

Porch Group and Porch Reciprocal Exchange Enter ATM Distribution Agreement with StoneX

According to the filing, on October 30, 2026, Porch Reciprocal Exchange (the "Reciprocal") and Porch Group, Inc. entered into a distribution agreement with StoneX Financial Inc., acting as sales agent, covering a combined total of up to 15 million shares of Porch Group common stock (par value $0.0001 per share), listed on NASDAQ:PRCH. The agreement allows sales "from time to time" through methods that constitute an "at the market offering" as defined in Rule 415 under the Securities Act of 1933.

The filing explained the rationale for the Reciprocal's participation: because a significant portion of its approximately 16.2 million shares of Porch common stock constitutes a non-admitted asset or is subject to statutory investment limitations applicable to affiliate holdings under Texas insurance law, the distribution agreement "provides the Reciprocal with an opportunity to convert a portion of these holdings into cash that qualify as fully admitted assets on its statutory financial statements." The filing stated that the Reciprocal may use net proceeds for general corporate purposes, which may include strengthening its admitted surplus position, improving liquidity and asset diversification, financing acquisitions, meeting applicable regulatory requirements, maintaining its financial stability rating, or paying claims and expenses.

The filing noted that neither the company nor the Reciprocal has an obligation to sell any shares, that sales may be suspended, and that the distribution agreement may be terminated in accordance with its terms. The Sales Agent is also not required to sell any specific number or dollar amount of shares but will, subject to the agreement's terms and conditions, "use commercially reasonable efforts consistent with its normal trading and sales practices." The agreement includes customary representations, warranties, indemnification, and contribution provisions. The company will also reimburse StoneX Financial Inc. for certain specific expenses. The legal opinion was provided by Ashurst Perkins Coie US LLP.

What Was Disclosed

Porch Group, Inc. disclosed entry into an at-the-market distribution agreement on October 30, 2026, allowing Porch Reciprocal Exchange to sell up to 10 million existing shares and Porch Group to sell up to 5 million new shares through sales agent StoneX Financial Inc., at a 1.5% commission on gross proceeds.