Offerpad Solutions Inc SEC Filings

Offerpad Solutions Inc. filed Pre-Effective Amendment No. 1 to its registration statement (File No. 333-293709) on Form S-3/A. The amendment is an exhibits-only filing that furnishes an updated consent of Deloitte & Touche LLP as Exhibit 23.2; the prospectus, prospectus supplement and the balance of Part II remain unchanged.

Offerpad Solutions Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 3, 2026. Holders of 47,286,797 Class A shares as of April 9, 2026 can vote on electing two Class II directors, ratifying Deloitte & Touche LLP, and an advisory “say‑on‑pay” resolution.

The most consequential item is approval of amendments to enable a reverse stock split of Class A common stock at a ratio between 1‑for‑5 and 1‑for‑50. The board notes Offerpad received an NYSE notice on March 3, 2026 for failing the $1.00 minimum average share price and views a split as a potential way to regain compliance and avoid delisting.

Offerpad Solutions Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 3, 2026. Holders of 47,286,797 Class A shares as of April 9, 2026 can vote on electing two Class II directors, ratifying Deloitte & Touche LLP, and an advisory “say‑on‑pay” resolution.

The most consequential item is approval of amendments to enable a reverse stock split of Class A common stock at a ratio between 1‑for‑5 and 1‑for‑50. The board notes Offerpad received an NYSE notice on March 3, 2026 for failing the $1.00 minimum average share price and views a split as a potential way to regain compliance and avoid delisting.

Offerpad Solutions Inc. director Ryan O’Hara reported an equity award of 32,196 shares of Class A common stock. The shares were acquired through a grant classified as fully vested restricted stock units with a price of $0.00 per share.

The units will be settled in shares of Class A common stock within 45 days after the earliest of the director’s separation from service, a change in control of Offerpad, the director’s death, or disability. Following this grant, O’Hara’s direct holdings reported in this filing total 220,153 shares of Class A common stock.

Offerpad Solutions Inc. director Ryan O’Hara reported an equity award of 32,196 shares of Class A common stock. The shares were acquired through a grant classified as fully vested restricted stock units with a price of $0.00 per share.

The units will be settled in shares of Class A common stock within 45 days after the earliest of the director’s separation from service, a change in control of Offerpad, the director’s death, or disability. Following this grant, O’Hara’s direct holdings reported in this filing total 220,153 shares of Class A common stock.

Offerpad Solutions Inc. director Kenneth D. Degiorgio received an equity award of 35,984 shares of Class A common stock-equivalent. The award is reported at a price of $0.00 per share, reflecting a grant or other acquisition rather than an open-market purchase.

Following this award, Degiorgio holds 300,011 shares of Class A common stock on a direct basis. According to the disclosure, the grant consists of fully-vested restricted stock units that will be settled in Class A common shares within 45 days after the earliest of several events, including separation from service or a change in control.

Offerpad Solutions Inc. director Kenneth D. Degiorgio received an equity award of 35,984 shares of Class A common stock-equivalent. The award is reported at a price of $0.00 per share, reflecting a grant or other acquisition rather than an open-market purchase.

Following this award, Degiorgio holds 300,011 shares of Class A common stock on a direct basis. According to the disclosure, the grant consists of fully-vested restricted stock units that will be settled in Class A common shares within 45 days after the earliest of several events, including separation from service or a change in control.

Offerpad Solutions Inc. received a notice from the New York Stock Exchange that its Class A common stock is not in compliance with the NYSE’s $1.00 minimum average closing share price requirement over a consecutive 30 trading-day period. The notice does not trigger immediate delisting.

The company has up to six months from receipt of the notice to regain compliance, which can occur if, on the last trading day of any calendar month in that period, the closing share price is at least $1.00 and the 30 trading-day average closing price is also at least $1.00.

Offerpad notified the NYSE that it intends to cure the deficiency and is considering alternatives, including a reverse stock split subject to stockholder approval at its next annual meeting if needed. During the cure period, its Class A common stock will continue trading on the NYSE, subject to meeting all other listing standards.

Offerpad Solutions Inc. received a notice from the New York Stock Exchange that its Class A common stock is not in compliance with the NYSE’s $1.00 minimum average closing share price requirement over a consecutive 30 trading-day period. The notice does not trigger immediate delisting.

The company has up to six months from receipt of the notice to regain compliance, which can occur if, on the last trading day of any calendar month in that period, the closing share price is at least $1.00 and the 30 trading-day average closing price is also at least $1.00.

Offerpad notified the NYSE that it intends to cure the deficiency and is considering alternatives, including a reverse stock split subject to stockholder approval at its next annual meeting if needed. During the cure period, its Class A common stock will continue trading on the NYSE, subject to meeting all other listing standards.

First American Financial Corporation filed an amended Schedule 13D reporting its beneficial ownership in Offerpad Solutions Inc. Class A common stock. The company holds 5,119,314 shares, representing 10.83% of the class based on 47,286,797 shares outstanding as of February 18, 2026, as referenced from Offerpad’s registration statement. First American has sole voting and dispositive power over these shares and reports no recent criminal convictions or undisclosed civil securities proceedings.

First American Financial Corporation filed an amended Schedule 13D reporting its beneficial ownership in Offerpad Solutions Inc. Class A common stock. The company holds 5,119,314 shares, representing 10.83% of the class based on 47,286,797 shares outstanding as of February 18, 2026, as referenced from Offerpad’s registration statement. First American has sole voting and dispositive power over these shares and reports no recent criminal convictions or undisclosed civil securities proceedings.

Offerpad Solutions Inc. describes a technology-enabled real estate platform focused on giving homeowners more control and flexibility when buying and selling homes. The company’s core Cash Offer business provides competitive cash offers within 24 hours and generated over 90% of revenue in 2023–2025.

In 2025, Offerpad sold nearly 1,600 homes, completed close to 1,500 renovation projects and produced over $550 million in revenue. Since its 2015 founding, it has transacted on homes representing about $12.2 billion of cumulative revenue and now operates in over 1,800 cities across 26 metropolitan markets in 17 states.

The 10‑K highlights growing contributions from higher-margin Renovate services and marketplace/brokerage solutions, but also emphasizes significant risks from a challenging U.S. housing market, mortgage rates near 6%, competition, reliance on accurate pricing and renovations, and a continued accumulated deficit of $506.4 million as of December 31, 2025.

Offerpad Solutions Inc. describes a technology-enabled real estate platform focused on giving homeowners more control and flexibility when buying and selling homes. The company’s core Cash Offer business provides competitive cash offers within 24 hours and generated over 90% of revenue in 2023–2025.

In 2025, Offerpad sold nearly 1,600 homes, completed close to 1,500 renovation projects and produced over $550 million in revenue. Since its 2015 founding, it has transacted on homes representing about $12.2 billion of cumulative revenue and now operates in over 1,800 cities across 26 metropolitan markets in 17 states.

The 10‑K highlights growing contributions from higher-margin Renovate services and marketplace/brokerage solutions, but also emphasizes significant risks from a challenging U.S. housing market, mortgage rates near 6%, competition, reliance on accurate pricing and renovations, and a continued accumulated deficit of $506.4 million as of December 31, 2025.

Offerpad Solutions reported Q4 2025 revenue of $114.1M with 312 homes sold, reflecting a smaller but more targeted operation in a constrained housing market. Gross profit was $8.0M, while net loss improved to $8.8M compared with $17.3M a year earlier.

For full-year 2025, net loss narrowed to $46.4M from $62.2M, and real estate inventory fell to $93.8M as of December 31, 2025, down from $214.2M. Total assets declined to $154.8M and secured debt balances were significantly reduced, indicating lower balance sheet leverage.

Looking ahead, Offerpad targets exiting 2026 at roughly 1,000 quarterly transactions across Cash Offer, Cash Offer Marketplace, and Brokerage Services. For Q1 2026, it guides to $70M–$95M in revenue and 250–300 transactions, and expects Adjusted EBITDA to improve sequentially and turn positive before year-end.

Offerpad Solutions reported Q4 2025 revenue of $114.1M with 312 homes sold, reflecting a smaller but more targeted operation in a constrained housing market. Gross profit was $8.0M, while net loss improved to $8.8M compared with $17.3M a year earlier.

For full-year 2025, net loss narrowed to $46.4M from $62.2M, and real estate inventory fell to $93.8M as of December 31, 2025, down from $214.2M. Total assets declined to $154.8M and secured debt balances were significantly reduced, indicating lower balance sheet leverage.

Looking ahead, Offerpad targets exiting 2026 at roughly 1,000 quarterly transactions across Cash Offer, Cash Offer Marketplace, and Brokerage Services. For Q1 2026, it guides to $70M–$95M in revenue and 250–300 transactions, and expects Adjusted EBITDA to improve sequentially and turn positive before year-end.

Mathias Tela Gallagher reported acquisition or exercise transactions in this Form 4 filing.

Offerpad Solutions Inc. director Mathias Tela Gallagher reported an equity award of 136,364 shares of Class A common stock in the form of restricted stock units (RSUs). Each RSU represents a right to receive one share. The RSUs vest in three equal annual installments on the first three anniversaries of February 13, 2026.

Mathias Tela Gallagher reported acquisition or exercise transactions in this Form 4 filing.

Offerpad Solutions Inc. director Mathias Tela Gallagher reported an equity award of 136,364 shares of Class A common stock in the form of restricted stock units (RSUs). Each RSU represents a right to receive one share. The RSUs vest in three equal annual installments on the first three anniversaries of February 13, 2026.

Offerpad Solutions Inc. director Mathias Tela Gallagher filed a Form 3 as an initial statement of beneficial ownership of the company’s securities. This filing establishes his status as a reporting insider under SEC rules but does not list any specific transactions or changes in holdings.

Offerpad Solutions Inc. director Mathias Tela Gallagher filed a Form 3 as an initial statement of beneficial ownership of the company’s securities. This filing establishes his status as a reporting insider under SEC rules but does not list any specific transactions or changes in holdings.