Item 1.02. Termination of a Material
As previously disclosed, on
September 2, 2021, Porch.com, Inc. (“Buyer”), a subsidiary of Porch
Group, Inc. (the “Company”), entered into a Stock Purchase
Agreement (the “Purchase Agreement”) with Covéa Coopérations S.A.,
a French société anonyme (“Seller”), to acquire all of the shares
of GMF Financial Services Corporation, which owns all of the issued
and outstanding stock of Civil Service Employees Insurance Company,
CSE Safeguard Insurance Company, CSE Insurance Services, Inc. and
CSE Group Services Company, a California-based personal lines
insurer focused on property and auto, for a purchase price of $48.6
million in cash, subject to certain adjustments (the
Buyer and Seller have mutually
determined not to proceed with the Transaction, and on August 8,
2022, Buyer and Seller entered into a termination agreement,
pursuant to which the parties agreed to terminate the Purchase
Agreement effective immediately pursuant to Section 7.1(d) of the
Purchase Agreement. In addition, on August 8, 2022, Buyer’s
external counsel submitted a letter to the California Department of
Insurance withdrawing the Form A Applications filed by Buyer and
the other applicants with respect to the Transaction.
The foregoing description of the
Purchase Agreement does not purport to be complete and is qualified
in its entirety by the terms and conditions of the full text of the
Purchase Agreement, which was previously filed as Exhibit 2.1 to
the Company’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 9, 2021.
Item 2.02. Results of Operations and
On August 9, 2022, Porch Group,
Inc. (the “Company”) issued an earnings release announcing
financial results for the quarter ended June 30, 2022. The full
text of the press release issued in connection with the
announcement is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Regulation FD Disclosure.
On August 9, 2022, the Company
will host an earnings call at 5:00 p.m. Eastern time to discuss its
financial results for the quarter ended June 30, 2022. Live and
archived webcasts of the presentation will also be available on the
Company’s investor relations website at
On August 9,
2022, the Company posted supplemental investor materials on its
investor relations website. The Company uses its investor relations
website as a means of disclosing material non-public information,
announcing upcoming investor conferences and for complying with its
disclosure obligations under Regulation FD. Accordingly, investors
should monitor Porch Group’s investor relations website in addition
to following Porch Group press releases, SEC filings and public
conference calls and webcasts.
The information in this Current
Report on Form 8-K and the exhibit attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and