In 2020, the Board of Directors and stockholders approved the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Plan”). As of December 31, 2024, the aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 7.7 million. The number of shares of common stock available under the 2020 Plan increases annually on the first day of each calendar year until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors.

The 2020 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance awards (“PRSUs”) and other stock awards to our employees, officers, non-employee directors and independent service providers, collectively referred to as “Equity Awards.”

Prior to the Merger, our 2012 Equity Incentive Plan (the “2012 Plan”) provided for the grant of equity awards to employees, directors and consultants. Each option from the 2012 Plan that was outstanding immediately prior to the Merger and held by current employees or service providers, whether vested or unvested, was converted into an option to purchase a number of shares of common stock and otherwise continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former option immediately prior to the consummation of the Merger.

The following table summarizes the classification of stock-based compensation expense in the Consolidated Statements of Operations and Comprehensive Loss.


	Year Ended December 31,
	2024		2023		2022

Selling and marketing	2,487		3,351		4,855
Product and technology	4,758		4,804		5,435
General and administrative	19,936		12,554		16,751
Total stock-based compensation expense	$	27,181	$	20,709	$	27,041

Options granted under the 2020 Plan and 2012 Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted and are determined by the Board of Directors or the Compensation Committee of the Board of Directors. Options have a term of no more than ten years from the date of grant, and vested options are generally cancelled three months after termination of employment.

No employee stock options were granted in 2024 or 2023. In 2022, we granted 9 thousand options with a weighted average grant date fair value of $3.15. Detail related to stock option activity for the year ended December 31, 2024, is as follows:


	Number of Options Outstanding (in thousands)	Weighted- Average Exercise Price (per share)		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2023	3,642	$	3.47

Options exercised	(365)	2.93			$	420
Options forfeited	(5)	10.56
Options expired	(91)	7.19
Balance as of December 31, 2024	3,181	$	3.41	3.9	$	6,907
Exercisable at December 31, 2024	3,173	$	3.39	3.9	$	6,901

The total amount of unrecognized stock-based compensation expense for options granted to employees and non-employees as of December 31, 2024, is approximately less than $0.1 million and is expected to be recognized over a weighted-average period of 0.8 years.

During 2024, 2023, and 2022 we granted RSUs under various equity award programs. RSUs granted to employees typically vest 25% of the shares one year after the vesting commencement date and the remainder ratably on a quarterly or

semi-annual basis over the following three years. The fair value of RSUs is determined using the closing price of our common stock on the grant date.

In 2023, we granted 6.4 million RSUs with a weighted average grant date fair value of $1.39, while in 2022, we granted 5.0 million RSUs with a weighted average grant date fair value of $4.64.


	Number of RSUs (in thousands)	Weighted Average Fair Value (per share)
Balance as of December 31, 2023	8,310	$	3.34
Granted	5,282	3.68
Vested	(4,489)	4.12
Forfeited	(1,258)	2.80
Balance as of December 31, 2024	7,845	$	3.20

The total amount of unrecognized stock-based compensation expense for RSUs granted to employees and non-employees as of December 31, 2024 is approximately $19.6 million and is expected to be recognized over a weighted-average period of 2.4 years.

During 2024, 2023, and 2022, we granted 0.1 million, 0.8 million, and 0.8 million RSAs, respectively, under various equity award programs with a weighted average grant date fair values of $3.17, $1.46, and $2.65, respectively. RSAs granted to employees vest immediately upon the employee accepting the award. The fair value of RSAs is determined using the closing price of our common stock on the grant date.

We have two types of PRSUs outstanding - awards for which the vesting is subject to both a time-based vesting schedule and either (a) achievement of a market condition only (the “Market-Only Awards”) or (b) the achievement of a performance condition only (the “Performance-Only Awards”). The grant-date fair value of Performance-Only Awards is based on the closing stock price on the grant date. We estimate the grant-date fair value of Market-Only Awards using the Monte Carlo simulation model.

Market-Only Awards granted in 2022 and 2023 will be earned if, within 36 months following the grant date, the closing price of a share of our common stock is greater than or equal to various target prices (each a “Stock Price Hurdle”) as defined in the award terms. The requirement to achieve the Stock Price Hurdles meets the definition of a market condition. To the extent a Stock Price Hurdle is achieved, the Market-Only Awards vest in accordance with the defined time-based graded vesting schedule, subject to the individual’s employment or service through the applicable vesting date.

Market-Only Awards granted in 2024 will be earned based on Total Shareholder Return (“TSR”) through 2026. TSR will be measured against the total shareholder return of the S&P SmallCap 600 Index during the performance period. The actual number of shares of common stock to be issued to each award recipient at the end of the performance period will be

interpolated between a threshold and maximum payout amount based on actual performance results. A participant will earn 50% of the target number of PRSUs for “Threshold Performance,” 100% of the target number of PRSUs for “Target Performance,” and 200% of the target number of PRSUs for “Maximum Performance.”

Performance-Only Awards granted in 2023 and 2024 are subject to separate performance goals each year over a three-year performance period (each year, an “Achievement Period”):

•we must achieve a revenue target in comparison to the Board-approved budget during the applicable Achievement Period (the “Revenue Condition”), or

•we must achieve an Adjusted EBITDA target in comparison to the Board-approved budget during the applicable Achievement Period (the “Adjusted EBITDA Condition”).

The maximum payout for the Performance-Only Awards is 200% of the target PRSUs for the Achievement Period. Therefore, the number of shares of our common stock earned by the grantee will depend on the level of achievement as compared to the target. Performance-Only Awards vest as of the Compensation Committee’s determination of the achievement of performance conditions, subject to the individual’s employment or service through the end of the Achievement Period.

During 2022, 2023, and 2024 we granted PRSUs for which vesting was subject to a time-based vesting schedule and the achievement of revenue targets, Adjusted EBITDA targets, and common stock price growth targets (“Multiple-Condition Awards”) through December 31, 2024. All Multiple-Condition Awards were cancelled because not all targets were achieved.


	Number of PRSUs (in thousands)	Weighted Average Fair Value (per share)
Balance as of December 31, 2023	3,754	$	1.91
Granted	2,569	5.61

Forfeited or Cancelled	(51)	15.83
Balance as of December 31, 2024 (1)	6,272	$	3.31

(1)The balance of PRSUs as of December 31, 2024, includes 3.2 million Market-Only Awards with a weighted average grant date fair value of $3.63 and 3.1 million Performance-Only Awards with a weighted average grant date fair value of $3.00.

The grant-date fair value of Market-Only Awards and Multiple-Condition Awards is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The total amount of unrecognized stock-based compensation expense for PRSUs as of December 31, 2024, is approximately $11.6 million and is expected to be recognized over a weighted-average period of 1.7 years.