Item 2.02. Results of Operations and
Financial Condition.
On November 8, 2022, Porch Group,
Inc. (the “Company”) issued an earnings release announcing
financial results for the quarter ended September 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.
Item 7.01.
Regulation FD Disclosure.
On November 8, 2022, the Company
will host an earnings call at 5:00 p.m. Eastern time to discuss its
financial results for the quarter ended September 30, 2022. Live
and archived webcasts of the presentation will also be available on
the Company’s investor relations website at
https://ir.porchgroup.com.
On November
8, 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 the Company’s investor relations website in addition
to following the Company’s 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 8.01. Other Events.
On November 8, 2022, the Company
announced that its Board of Directors has approved a new repurchase
program authorizing the deployment of up to $15 million to
repurchase the Company’s outstanding common stock or convertible
notes. Repurchases under the newly authorized program may be made
from time to time between November 10, 2022 and June 30, 2023 on
the open market at prevailing market prices, in privately
negotiated transactions, in block trades, and/or through other
legally permissible means, depending on market conditions and in
accordance with applicable rules and regulations (including through
Rule 10b5-1 trading plans and under 10b-18 of the Exchange Act).
Certain executive officers and directors of the Company may also
purchase shares of Company common stock in accordance with the
Company’s insider trading policy and federal securities
laws.
The timing and amount of common
stock or convertible notes repurchased will depend on various
factors, including price, corporate and regulatory requirements,
market conditions, and other corporate liquidity requirements and
priorities. The repurchase program does not obligate the Company to
acquire a specific dollar amount or number of shares or notes and
may be modified, suspended, or discontinued at any time.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.