Note 20. Net Income (Loss) Per Share

Earnings per share (“EPS”) is calculated using the two-class method unless the treasury stock method results in lower EPS. Basic EPS is calculated by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options, RSUs, PRSUs, convertible notes, and warrants using the more dilutive result of the treasury stock method or the if-converted method. All potentially dilutive securities are antidilutive to periods with net losses, and basic EPS equals diluted EPS in those periods.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2025, 2024 and 2023.


	Year Ended December 31,
	2025		2024		2023
Numerator:
Net loss attributable to Porch used to compute net loss attributable to Porch per share - basic and diluted	$	(3,361)	$	(32,829)	$	(133,933)




Denominator:
Weighted average shares outstanding used to compute net loss attributable to Porch per share - basic and diluted	103,688		99,585		96,057









Net loss attributable to Porch per share - basic and diluted	$	(0.03)	$	(0.33)	$	(1.39)

The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented.


		Year Ended December 31,
		2025	2024	2023
Stock options		2,815	3,181	3,642
Restricted stock units and awards		5,661	7,847	8,311
Performance restricted stock units		6,808	6,272	3,754
Private warrants		—	1,796	1,796
Convertible debt - 2026 Notes	(1)	312	6,950	8,999
Convertible debt - 2028 Notes		13,332	13,332	13,332
Convertible debt - 2030 Notes		8,527	—	—
Contingently issuable shares in connection with acquisitions	(2)	—	—	5,908

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(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74 per share, which would result in approximately 0.2 million potentially dilutive shares instead of the shares reported in this table as of December 31, 2025.

(3)In connection with the acquisition of Floify, we issued shares as partial closing consideration and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024. If the value of those shares did not equal or exceed 200% of their value, we would have been obligated to settle any differences in cash, Porch common stock, or combination thereof. On March 27, 2024, we entered into a settlement agreement to settle a post-closing dispute. As part of this agreement, the sellers of Floify agreed to terminate this obligation in full.

See Note 10, Stockholders' Equity and Warrants, for additional information regarding the terms of warrants. See Note 11, Stock-Based Compensation, for additional information regarding stock options and restricted stock units and awards. See Note 9, Debt, for additional information regarding convertible debt.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Porch Group, Inc. Earnings Per Share Disclosure

About Earnings Per Share Disclosures

Other Available Disclosures