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Debt
6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt
Note 9. Debt
The following tables summarize outstanding debt as of June 30, 2025, and December 31, 2024.
PrincipalUnamortized Debt Issuance Costs & DiscountCarrying
Value
Convertible senior unsecured notes, due 2026$20,549 $(135)$20,414 
Convertible senior secured notes, due 2028333,334 (91,450)241,884 
Convertible senior unsecured notes, due 2030134,000 (2,170)131,830 
Balance as of June 30, 2025$487,883 $(93,755)$394,128 
PrincipalUnamortized Debt Issuance Costs & DiscountCarrying
Value
Convertible senior unsecured notes, due 2026$173,771 $(1,616)$172,155 
Convertible senior secured notes, due 2028333,334 (101,701)231,633 
Other notes150 — 150 
Balance as of December 31, 2024$507,255 $(103,317)$403,938 

2026 Convertible Senior Unsecured Notes
On May 27, 2025, we completed a series of privately negotiated refinancing transactions with certain holders of our 0.75% Convertible Senior Unsecured Notes due in September 2026 (the “2026 Notes”). As part of these refinancing transactions, we:
Exchanged $96.8 million aggregate principal amount of 2026 Notes for $83.0 million aggregate principal amount of newly issued 9.00% Convertible Senior Unsecured Notes due 2030 (the “2030 Notes”),
Issued an additional $51.0 million aggregate principal amount of 2030 Notes for cash to the same investors that participated in the exchange, and
Repurchased $47.5 million aggregate principal amount of 2026 Notes for $47.3 million in cash.
After funding the cash portion of the repurchase and related expenses, net cash proceeds were approximately $3.7 million. We used these proceeds, along with existing cash on hand, to repurchase an additional $8.9 million aggregate principal
amount of the 2026 Notes for $8.4 million cash in May 2025. We recognized a net gain on extinguishment of debt of less than $0.1 million in the second quarter of 2025.
In July 2025, we repurchased a total $11.8 million aggregate principal amount of our 2026 Notes for $11.3 million, representing 96.5% par value. We expect to recognize a gain on extinguishment of debt of approximately $0.3 million during the third quarter of 2025. After this transaction, the outstanding principal of the 2026 Notes was $8.8 million. Our Board of Directors has authorized management to repurchase the remaining 2026 Notes in cash in the open market or through privately negotiated transactions.
During 2024, we repurchased a total of $51.2 million aggregate principal amount of our 2026 Notes, including $8.0 million in the first quarter for $3.0 million, and $43.2 million through the rest of the year for $20.2 million, representing 45.3% of par value, in total. We recognized a total gain on extinguishment of debt in 2024 of $27.4 million, of which $4.9 million was recognized in the first quarter of 2024.
2030 Convertible Senior Unsecured Notes
The 2030 Notes are convertible in cash, shares of common stock, or a combination of cash and shares of common stock at our election at an initial conversion rate of 63.6333 shares of common stock per one thousand dollars principal amount of the 2030 Notes, which is equivalent to an initial conversion price of $15.71 per share (the “Conversion Rate”). The conversion price is subject to adjustment based on the Conversion Rate then in effect. If all outstanding 2030 Notes were converted in full at this initial conversion price as of the closing date, this would have equated to approximately 8.5 million shares of common stock. These shares, along with Conversion Rate, are subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes. Holders of the 2030 Notes may convert the 2030 Notes at their option (in whole or in part) on or after February 15, 2030, until the close of business on the second trading day immediately preceding the maturity date of May 15, 2030. In addition, holders of the 2030 Notes may convert the 2030 Notes at their option (in whole or in part) at any time prior to the close of business on the business day immediately preceding February 15, 2030, only under the following circumstances:
during any fiscal quarter commencing after the calendar quarter ending September 30, 2025, if our common stock price exceeds 120% (or $18.85) of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter;
during five business days after any five consecutive trading days in which the trading price per one thousand dollars of 2030 Notes was less than 98% of the product of the closing sale price of our common stock and the then current conversion rate;
upon the occurrence of certain corporate actions;
upon the occurrence of a fundamental change, a make-whole fundamental change or any share exchange event; or
prior to the related redemption date if we elect to exercise the company call option.
Upon the occurrence of a make-whole fundamental change or the exercise of our redemption option as described below, we would, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2030 Notes in connection with such make-whole fundamental change or exercise of redemption (not to exceed 101.8132 shares of common stock per one thousand dollars of principal amount of the 2030 Notes). As of June 30, 2025, none of the conditions of the 2030 Notes to early convert were met.
The 2030 Notes are also redeemable at the option of the Company on or after November 20, 2026, if the last reported sale price of Porch’s common stock has been at least 120% (or $18.85) of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period.
The 2030 Notes are senior unsecured obligations, accrue interest at a rate of 9.00%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2025. The 2030 Notes mature on May 15, 2030, unless earlier converted, redeemed, or repurchased.
In connection with the issuance of the 2030 Notes, we recognized a premium of $13.4 million in excess of the principal amount of the notes. In accordance with ASC 470-20, Debt - Debt with Conversion and Other Options, we bifurcated the 2030 Notes financial instrument into its liability and equity components. The principal amount, net of the associated debt issuance costs, of the 2030 Notes was recorded as long-term debt in the unaudited Condensed Consolidated Balance Sheets. The premium was recorded as an increase to additional paid-in capital in the unaudited Condensed Consolidated Balance Sheets. When issuing convertible debt at a substantial premium, our accounting policy is to allocate all debt issuance costs to the debt component.
Interest on Convertible Notes
Interest expense for our convertible notes includes both contractual interest expense and amortization of debt issuance costs and discount. The following table details interest expense recognized for the 0.75% 2026 Notes, the 6.75% 2028 Notes, and the 9.00% 2030 Notes.
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Contractual interest expense for 2026 Notes$230 $407 $556 $821 
Contractual interest expense for 2028 Notes5,6255,62511,25011,250
Contractual interest expense for 2030 Notes1,0051,005
Amortization of debt issuance costs and discount for 2026 Notes167292403588
Amortization of debt issuance costs and discount for 2028 Notes5,1144,26310,2518,584
Amortization of debt issuance costs for 2030 Notes3636
$12,177 $10,587 $23,501 $21,243 

The effective interest rates for the 2026 Notes, 2028 Notes, and 2030 Notes are 1.3%, 17.9%, and 9.2%, respectively.
For the three and six months ended June 30, 2025 and 2024, we capitalized interest expense on the 2028 Notes related to internally developed software projects. During the three months ended June 30, 2025 and 2024, we capitalized $0.2 million and $0.1 million, respectively, and we capitalized $0.3 million and $0.2 million during the six months ended June 30, 2025 and 2024, respectively.