falseQ2--12-310001825024http://fasb.org/us-gaap/2024#OtherAssetsNoncurrenthttp://www.offerpad.com/20250630#AccruedAndOtherCurrentLiabilitieshttp://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrent2025-12-312026-06-302026-01-312026-07-312026-01-312026-04-302025-03-312026-02-282025-08-312026-02-282026-06-302026-12-312026-01-312026-07-312026-01-312026-04-302025-03-312026-02-280001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MrCaseyBairMember2025-04-012025-06-300001825024us-gaap:CommonStockMember2024-01-012024-06-300001825024opad:PrivatePlacementWarrantMember2024-01-012024-06-300001825024us-gaap:RetainedEarningsMember2024-06-300001825024opad:LLCapitalPartnersILPMember2024-01-012024-06-300001825024us-gaap:GeneralAndAdministrativeExpenseMember2025-04-012025-06-300001825024opad:MezzanineFacilityMember2025-01-012025-06-300001825024opad:PrivatePlacementWarrantMember2023-12-310001825024opad:LLFundsLoanAgreementMemberopad:SeniorSecuredCreditLineMember2025-06-300001825024opad:LLCapitalPartnersILPMember2025-04-012025-06-300001825024opad:FirstAmericanCreditAgreementMemberus-gaap:CommonClassAMember2025-06-300001825024opad:PerformanceBasedRestrictedStockUnitsMember2024-01-012024-06-300001825024us-gaap:RelatedPartyMemberopad:MrVaughnBairMember2024-01-012024-06-300001825024us-gaap:RelatedPartyMemberopad:MrCaseyBairMember2024-04-012024-06-300001825024opad:MezzanineSecuredCreditFacilitiesMemberopad:FinancialInstitutionsMember2024-12-310001825024us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-06-300001825024opad:TwoThousandTwentyFiveWarrantsMemberus-gaap:CommonClassAMember2025-01-012025-06-300001825024opad:TwoThousandAndTwentySixDecemberMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-06-300001825024us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2025-04-012025-06-300001825024opad:MezzanineRevolvingCreditFacilitiesMember2024-01-012024-12-310001825024opad:RestrictedStockUnitsMember2025-04-012025-06-300001825024opad:SeniorSecuredCreditFacilitiesWithFinancialInstitutionsMember2024-01-012024-12-310001825024opad:TwoThousandTwentyFiveWarrantsMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2025-07-250001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMember2025-04-012025-06-300001825024opad:RestrictedStockUnitsMember2025-01-012025-06-300001825024us-gaap:OfficeEquipmentMember2024-12-310001825024opad:TwoThousandAndTwentySixFebruaryMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-01-012024-12-310001825024us-gaap:ComputerEquipmentMember2024-12-310001825024opad:SeniorSecuredCreditFacilitiesMemberopad:FinancialInstitutionsMember2025-06-300001825024opad:SeniorSecuredCreditLineMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionOneMemberopad:TwoThousandAndTwentySixJuneRevolvingCreditFacilityMember2024-01-012024-12-310001825024opad:PrivatePlacementWarrantMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionThreeMemberopad:TwoThousandAndTwentySixAprilRevolvingCreditFacilityMember2025-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithRelatedPartyMember2025-06-300001825024opad:PublicWarrantMember2025-01-012025-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithRelatedPartyMember2024-01-012024-12-310001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionTwoMemberopad:TwoThousandAndTwentySixJulyRevolvingCreditFacilityMember2025-06-300001825024us-gaap:ConstructionInProgressMember2024-12-310001825024opad:RooftopSolarPanelSystemsMember2025-06-300001825024us-gaap:RelatedPartyMemberopad:MsKatieBullardMember2024-04-012024-06-300001825024opad:TwoThousandAndTwentySixFebruaryMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-12-310001825024us-gaap:RetainedEarningsMember2025-04-012025-06-300001825024us-gaap:AllOtherSegmentsMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001825024opad:LongTermIncentivesAwardsMember2025-01-012025-06-300001825024us-gaap:OfficeEquipmentMember2025-06-300001825024opad:LLCapitalPartnersILPMember2024-04-012024-06-3000018250242025-07-250001825024opad:FinancialInstitutionsMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilityWithRelatedPartyMember2024-12-310001825024us-gaap:CommonStockMember2024-12-310001825024us-gaap:CommonStockMember2023-12-310001825024opad:RestrictedStockUnitsMember2024-04-012024-06-300001825024us-gaap:LeaseholdImprovementsMember2025-06-300001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MrCaseyBairMember2024-01-012024-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionThreeMemberopad:TwoThousandAndTwentySixAprilRevolvingCreditFacilityMember2024-01-012024-12-310001825024opad:SeniorSecuredDebtMember2025-06-300001825024us-gaap:RetainedEarningsMember2023-12-310001825024us-gaap:RelatedPartyMemberopad:FirstAmericanFinancialCorporationMember2025-01-012025-06-300001825024us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-06-300001825024us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-12-310001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassAMember2025-01-012025-06-3000018250242025-07-280001825024us-gaap:CommonStockMember2024-04-012024-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMemberopad:MsKatieBullardMember2025-04-012025-06-300001825024us-gaap:CommonStockMember2025-06-300001825024us-gaap:RetainedEarningsMember2025-01-012025-06-300001825024opad:CashOfferMember2024-04-012024-06-300001825024opad:MezzanineRevolvingCreditFacilitiesMemberopad:TwoThousandAndTwentySixAprilMezzanineCreditFacilityWithRelatedPartyMember2024-12-310001825024us-gaap:RetainedEarningsMember2025-06-300001825024us-gaap:ResearchAndDevelopmentExpenseMember2024-04-012024-06-300001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MrCaseyBairMember2025-01-012025-06-300001825024us-gaap:CommonClassAMemberus-gaap:PrivatePlacementMember2025-06-300001825024opad:TwentyTwentyOneEquityIncentivePlanMember2025-01-0100018250242025-03-310001825024us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-06-3000018250242025-04-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMember2024-01-012024-06-300001825024opad:MezzanineRevolvingCreditFacilitiesMember2025-01-012025-06-3000018250242024-01-012024-06-300001825024us-gaap:RelatedPartyMemberopad:MrVaughnBairMember2024-04-012024-06-300001825024srt:MaximumMember2025-06-300001825024opad:PrivatePlacementWarrantMember2024-06-300001825024us-gaap:FairValueInputsLevel1Memberopad:PublicWarrantMember2024-12-310001825024opad:SeniorSecuredCreditFacilityWithRelatedPartyMember2025-06-300001825024us-gaap:CommonClassAMember2025-06-300001825024us-gaap:RestrictedStockUnitsRSUMember2025-06-300001825024opad:RelatedPartiesMember2025-01-012025-06-300001825024srt:MinimumMember2025-04-012025-06-300001825024us-gaap:RelatedPartyMemberopad:MsKatieBullardMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMember2024-04-012024-06-300001825024us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001825024opad:MezzanineSecuredCreditFacilitiesMember2025-06-300001825024opad:MezzanineSecuredCreditFacilitiesWithRelatedPartyMember2025-01-012025-06-300001825024us-gaap:WarrantMember2024-04-012024-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionTwoMemberopad:TwoThousandAndTwentySixJulyRevolvingCreditFacilityMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2023-12-310001825024opad:SeniorSecuredCreditFacilitiesMember2024-12-310001825024us-gaap:RelatedPartyMemberopad:FirstAmericanFinancialCorporationMember2025-04-012025-06-300001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MrVaughnBairMember2025-01-012025-06-300001825024us-gaap:SellingAndMarketingExpenseMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilityMember2025-06-300001825024us-gaap:RetainedEarningsMember2025-03-310001825024us-gaap:CommonClassAMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2025-06-300001825024us-gaap:CommonStockMember2024-03-310001825024opad:MezzanineRevolvingCreditFacilitiesMember2025-06-3000018250242025-01-012025-06-300001825024us-gaap:CommonStockMember2025-03-310001825024opad:MezzanineSecuredCreditFacilitiesWithRelatedPartyMember2024-12-310001825024opad:TwoThousandAndTwentySixJulyMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-01-012025-06-300001825024us-gaap:RelatedPartyMemberopad:MrVaughnBairMember2025-01-012025-06-300001825024us-gaap:CommonClassAMember2024-12-310001825024us-gaap:RelatedPartyMemberopad:MrCaseyBairMember2024-01-012024-06-300001825024opad:LongTermIncentivesAwardsMember2025-06-300001825024us-gaap:PerformanceSharesMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionOneMemberopad:TwoThousandAndTwentySixJuneRevolvingCreditFacilityMember2025-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionOneMemberopad:TwoThousandAndTwentySixJuneRevolvingCreditFacilityMember2024-12-310001825024us-gaap:FairValueInputsLevel3Memberopad:PrivatePlacementWarrantMember2024-12-310001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001825024opad:TwoThousandAndTwentySixDecemberMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-01-012025-06-300001825024opad:PrivatePlacementWarrantMember2024-04-012024-06-300001825024us-gaap:ResearchAndDevelopmentExpenseMember2025-04-012025-06-300001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MsKatieBullardMember2024-04-012024-06-300001825024us-gaap:AdditionalPaidInCapitalMember2024-12-310001825024opad:TwoThousandAndTwentySixJulyMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-01-012024-12-310001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionThreeMemberopad:TwoThousandAndTwentySixAprilRevolvingCreditFacilityMember2025-01-012025-06-300001825024us-gaap:RetainedEarningsMember2024-04-012024-06-300001825024us-gaap:EmployeeStockOptionMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMemberopad:MrVaughnBairMember2024-01-012024-06-300001825024us-gaap:RelatedPartyMemberopad:MrVaughnBairMember2025-04-012025-06-300001825024us-gaap:EmployeeStockOptionMember2025-04-012025-06-3000018250242025-06-300001825024us-gaap:CommonStockMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilitiesMemberopad:FinancialInstitutionsMember2024-12-310001825024opad:TwoThousandAndTwentySixAprilMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMember2024-12-310001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MsKatieBullardMember2025-01-012025-06-300001825024us-gaap:EmployeeStockOptionMember2025-06-300001825024us-gaap:RelatedPartyMemberopad:MrCaseyBairMember2025-04-012025-06-300001825024us-gaap:PerformanceSharesMember2025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001825024us-gaap:CommonClassAMemberopad:LLFundsLoanAgreementMember2025-06-300001825024us-gaap:RetainedEarningsMember2024-03-310001825024opad:PublicWarrantMember2024-01-012024-06-300001825024us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-06-300001825024opad:MeasurementOfOperatingLeaseLiabilitiesMember2024-01-012024-06-300001825024us-gaap:SellingAndMarketingExpenseMember2025-04-012025-06-300001825024opad:MezzanineCreditFacilityFinancialInstituitionMember2025-01-012025-06-300001825024opad:MezzanineRevolvingCreditFacilitiesMember2024-12-310001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionThreeMemberopad:TwoThousandAndTwentySixAprilRevolvingCreditFacilityMember2024-12-310001825024opad:CashOfferMember2024-01-012024-06-300001825024opad:RooftopSolarPanelSystemsMember2024-12-310001825024opad:MezzanineSecuredCreditFacilitiesMember2025-01-012025-06-300001825024opad:MeasurementOfOperatingLeaseLiabilitiesMember2024-04-012024-06-300001825024us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2024-12-310001825024opad:TwoThousandAndTwentySixDecemberMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-01-012024-12-310001825024opad:SeniorSecuredCreditFacilitiesMember2025-06-300001825024opad:MezzanineSecuredCreditFacilitiesMember2024-12-310001825024opad:SeniorSecuredCreditFacilitiesWithFinancialInstitutionsMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001825024us-gaap:WarrantMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-06-300001825024us-gaap:FairValueInputsLevel3Memberopad:PrivatePlacementWarrantMember2025-06-300001825024opad:PrivatePlacementWarrantMember2024-12-310001825024us-gaap:EmployeeStockOptionMember2024-04-012024-06-300001825024us-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2025-07-250001825024opad:PrivatePlacementWarrantMember2025-03-310001825024us-gaap:AdditionalPaidInCapitalMember2025-03-310001825024us-gaap:CommonStockMember2024-06-300001825024us-gaap:RetainedEarningsMember2024-12-310001825024opad:CashOfferMember2025-04-012025-06-300001825024us-gaap:CommonClassAMember2025-07-252025-07-250001825024us-gaap:WarrantMember2025-01-012025-06-300001825024us-gaap:RetainedEarningsMember2024-01-012024-06-300001825024opad:MezzanineSecuredCreditFacilitiesMemberopad:FinancialInstitutionsMember2025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2024-03-310001825024opad:CashOfferMember2025-01-012025-06-300001825024opad:MezzanineSecuredCreditFacilitiesWithRelatedPartyMember2025-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionTwoMemberopad:TwoThousandAndTwentySixJulyRevolvingCreditFacilityMember2024-12-310001825024us-gaap:PreferredStockMember2025-06-300001825024us-gaap:SubsequentEventMemberopad:SeniorSecuredCreditFacilityWithRelatedPartyMember2025-07-312025-07-310001825024opad:SeniorSecuredCreditFacilityWithRelatedPartyMember2024-01-012024-12-310001825024us-gaap:CommonClassAMember2025-06-302025-06-300001825024us-gaap:ConstructionInProgressMember2025-06-300001825024opad:TwoThousandAndTwentySixDecemberMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-12-3100018250242025-07-252025-07-250001825024opad:SeniorSecuredCreditFacilityMember2025-01-012025-06-300001825024opad:PublicWarrantMember2025-04-012025-06-300001825024opad:TwoThousandAndTwentySixFebruaryMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-01-012025-06-300001825024us-gaap:RelatedPartyMemberopad:MrCaseyBairMember2025-01-012025-06-300001825024opad:PerformanceBasedRestrictedStockUnitsMember2025-01-012025-06-300001825024us-gaap:FairValueInputsLevel1Memberopad:PublicWarrantMember2025-06-300001825024us-gaap:PerformanceSharesMember2024-12-310001825024us-gaap:RelatedPartyMemberopad:FirstAmericanFinancialCorporationMember2024-04-012024-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberopad:MrVaughnBairMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2024-06-3000018250242024-03-310001825024opad:TwoThousandAndTwentySixJulyMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-12-310001825024us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-06-300001825024us-gaap:WarrantMember2025-04-012025-06-300001825024us-gaap:CommonClassAMemberopad:PublicWarrantMember2025-06-300001825024opad:SeniorSecuredDebtMember2024-12-3100018250242024-04-012024-06-300001825024us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-06-300001825024us-gaap:RelatedPartyMemberopad:FirstAmericanFinancialCorporationMember2024-01-012024-06-300001825024us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-04-012024-06-300001825024us-gaap:SellingAndMarketingExpenseMember2024-01-012024-06-300001825024us-gaap:EmployeeStockOptionMember2024-01-012024-06-3000018250242023-12-310001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithFinancialInstitutionFourMember2025-01-012025-06-300001825024us-gaap:AllOtherSegmentsMember2024-04-012024-06-300001825024us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-06-300001825024opad:RestrictedStockUnitsMember2024-01-012024-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMemberopad:MrCaseyBairMember2024-04-012024-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithFinancialInstitutionFourMember2024-12-310001825024opad:TwoThousandAndTwentySixJulyMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-06-300001825024opad:EmployeeStockPurchasePlanMember2025-06-300001825024opad:MeasurementOfOperatingLeaseLiabilitiesMember2025-04-012025-06-300001825024opad:MezzanineCreditFacilityWithRelatedPartyMember2025-01-012025-06-300001825024opad:PrivatePlacementWarrantMember2024-03-310001825024opad:MezzanineSecuredCreditFacilitiesWithRelatedPartyMember2024-01-012024-12-310001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionTwoMemberopad:TwoThousandAndTwentySixJulyRevolvingCreditFacilityMember2024-01-012024-12-310001825024opad:SeniorSecuredCreditFacilitiesWithFinancialInstitutionsMember2024-12-310001825024us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2025-06-300001825024us-gaap:ComputerEquipmentMember2025-06-300001825024opad:AcquiredOperatingLeaseLiabilitiesMember2024-01-012024-06-300001825024opad:LlCreditFacilitiesMember2025-01-012025-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMemberopad:MrVaughnBairMember2024-04-012024-06-300001825024opad:IncentiveAwardPlanMember2025-01-172025-01-170001825024opad:TwoThousandAndTwentySixAprilMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2024-01-012024-12-310001825024us-gaap:AllOtherSegmentsMember2024-01-012024-06-300001825024us-gaap:LeaseholdImprovementsMember2024-12-310001825024us-gaap:EmployeeStockOptionMember2025-01-012025-06-300001825024opad:LLCapitalPartnersILPMember2025-01-012025-06-300001825024us-gaap:SellingAndMarketingExpenseMember2024-04-012024-06-300001825024opad:PerformanceBasedRestrictedStockUnitsMember2025-04-012025-06-300001825024opad:PublicWarrantMember2024-04-012024-06-300001825024us-gaap:CommonClassAMemberopad:OfferPadIncMember2025-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithFinancialInstitutionFourMember2025-06-300001825024us-gaap:WarrantMember2024-01-012024-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithFinancialInstitutionFourMember2024-01-012024-12-310001825024opad:PrivatePlacementWarrantMember2025-06-300001825024opad:SeniorSecuredCreditFacilityWithRelatedPartyMember2025-01-012025-06-3000018250242024-12-310001825024opad:MeasurementOfOperatingLeaseLiabilitiesMember2025-01-012025-06-300001825024us-gaap:AdditionalPaidInCapitalMember2025-01-012025-06-300001825024srt:MinimumMember2025-06-300001825024us-gaap:AllOtherSegmentsMember2025-04-012025-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithRelatedPartyMember2024-12-310001825024opad:PrivatePlacementWarrantMember2025-04-012025-06-300001825024us-gaap:RelatedPartyMemberus-gaap:RestrictedStockUnitsRSUMemberopad:MrVaughnBairMember2025-04-012025-06-300001825024us-gaap:GeneralAndAdministrativeExpenseMember2024-04-012024-06-300001825024us-gaap:RestrictedStockUnitsRSUMemberus-gaap:RelatedPartyMemberopad:MsKatieBullardMember2024-01-012024-06-300001825024us-gaap:CommonClassAMember2025-06-300001825024us-gaap:CommonStockMember2025-04-012025-06-300001825024opad:LLMezzLoanAgreementMember2025-06-300001825024opad:LLFundsLoanAgreementMemberopad:MezzanineSecuredLoanMember2025-06-3000018250242024-06-300001825024us-gaap:CommonClassAMemberopad:TwoThousandTwentyFiveWarrantsMemberus-gaap:SubsequentEventMember2026-01-260001825024us-gaap:RelatedPartyMemberopad:MsKatieBullardMember2024-01-012024-06-300001825024opad:TwoThousandAndTwentySixFebruaryMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-06-300001825024opad:PerformanceBasedRestrictedStockUnitsMember2024-04-012024-06-300001825024opad:SeniorSecuredCreditFacilityWithFinancialInstitutionOneMemberopad:TwoThousandAndTwentySixJuneRevolvingCreditFacilityMember2025-01-012025-06-300001825024opad:TwoThousandAndTwentySixFebruaryRevolvingCreditFacilityMemberopad:SeniorSecuredCreditFacilityWithRelatedPartyMember2025-01-012025-06-300001825024opad:SeniorSecuredCreditFacilitiesWithFinancialInstitutionsMember2025-06-300001825024opad:TwoThousandAndTwentySixAprilMezzanineCreditFacilityWithRelatedPartyMemberopad:MezzanineRevolvingCreditFacilitiesMember2025-06-300001825024srt:MinimumMember2024-01-012024-06-300001825024us-gaap:EmployeeStockOptionMember2024-12-310001825024us-gaap:RelatedPartyMemberopad:MsKatieBullardMember2025-04-012025-06-30opad:Facilityxbrli:pureiso4217:USDxbrli:sharesxbrli:sharesopad:Homeiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-39641

Offerpad Solutions Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-2800538
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
433 S. Farmer Avenue, Suite 500, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)
(844) 388-4539
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	OPAD	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2025, there were 30,583,561 shares of Offerpad’s Class A common stock outstanding.

OFFERPAD SOLUTIONS INC.

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2025

TABLE OF CONTENTS


		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	44

SIGNATURES		45

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that express Offerpad Solutions Inc.’s (“Offerpad,” the “Company,” “we,” “us,” and “our,” and similar references) opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “potentially,” “may,” “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our future results of operations, financial condition and liquidity, real estate inventory and home acquisition strategy and pace, mortgage rates, cash requirements and financing plans, our intended use of net proceeds from the July 2025 Offering (as defined below) and the Revolving Credit Facility (as defined below), our prospects, optimized returns, potential growth or expansion evaluations, strategies, including without limitation, product and service offerings and their expected impacts, compliance with applicable laws, regulations and New York Stock Exchange continued listing rules, macroeconomic trends, potential tariffs or retaliations against such tariffs, geopolitical concerns, and the markets in which Offerpad operates.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

•

our ability to respond to general economic conditions;

•

the health of the U.S. residential real estate industry;

•

our ability to grow market share in our existing markets or any new markets we may enter;

•

our ability to grow effectively;

•

our ability to accurately value and manage real estate inventory, to maintain an adequate and desirable supply of real estate inventory, and to manage renovations;

•

our ability to successfully launch new product and service offerings, and to manage, develop and refine our technology platform;

•

our ability to maintain and enhance our products and brand, and to attract customers;

•

our ability to achieve and maintain profitability in the future;

•

the success of strategic relationships with third parties; and

•

our ability to regain compliance with New York Stock Exchange (“NYSE”) Rule 802.01B, sufficiently execute our business plan, or failure to comply with other NYSE continued listing rules.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets


		June 30,			December 31,
(in thousands, except par value per share) (Unaudited)		2025			2024
ASSETS
Current assets:
Cash and cash equivalents		$	22,650		$	43,018
Restricted cash			4,096			30,608
Accounts receivable			7,543			3,848
Real estate inventory			212,737			214,174
Prepaid expenses and other current assets			2,571			2,564
Total current assets			249,597			294,212
Property and equipment, net			9,672			9,127
Other non-current assets			8,717			9,714
TOTAL ASSETS	(1)	$	267,986		$	313,053
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,297		$	1,922
Accrued and other current liabilities			12,422			11,804
Secured credit facilities and other debt, net			177,322			195,378
Secured credit facilities and other debt - related party			38,577			41,861
Total current liabilities			229,618			250,965
Warrant liabilities			159			231
Other long-term liabilities			13,674			14,204
Total liabilities	(2)		243,451			265,400
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,710 and 27,379 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			3			3
Additional paid in capital			510,538			507,696
Accumulated deficit			(486,006	)		(460,046	)
Total stockholders’ equity			24,535			47,653
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	267,986		$	313,053

________________

(1)

Our consolidated assets as of June 30, 2025 and December 31, 2024 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $3,771 and $30,608; Accounts receivable, $1,951 and $0; Real estate inventory, $212,737 and $214,174; Prepaid expenses and other current assets, $258 and $345; Total assets of $218,717 and $245,127, respectively.

(2)

Our consolidated liabilities as of June 30, 2025 and December 31, 2024 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $131 and $591; Accrued and other current liabilities, $1,533 and $1,326; Secured credit facilities and other debt, net, $215,899 and $237,273; Total liabilities, $217,563 and $239,190, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 4

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per share data) (Unaudited)	2025			2024			2025			2024
Revenue	$	160,315		$	251,122		$	321,013		$	536,480
Cost of revenue		146,126			229,251			296,317			492,014
Gross profit		14,189			21,871			24,696			44,466
Operating expenses:
Sales, marketing and operating		13,188			20,230			27,016			42,682
General and administrative		7,796			10,538			14,992			22,493
Technology and development		986			964			2,006			2,737
Total operating expenses		21,970			31,732			44,014			67,912
Loss from operations		(7,781	)		(9,861	)		(19,318	)		(23,446	)
Other income (expense):
Change in fair value of warrant liabilities		329			(9	)		72			335
Interest expense		(3,665	)		(4,581	)		(7,187	)		(9,486	)
Other income, net		244			615			540			1,369
Total other expense		(3,092	)		(3,975	)		(6,575	)		(7,782	)
Loss before income taxes		(10,873	)		(13,836	)		(25,893	)		(31,228	)
Income tax (expense) benefit		(30	)		54			(67	)		(69	)
Net loss	$	(10,903	)	$	(13,782	)	$	(25,960	)	$	(31,297	)
Net loss per share, basic	$	(0.39	)	$	(0.50	)	$	(0.94	)	$	(1.14	)
Net loss per share, diluted	$	(0.39	)	$	(0.50	)	$	(0.94	)	$	(1.14	)
Weighted average common shares outstanding, basic		27,770			27,385			27,667			27,362
Weighted average common shares outstanding, diluted		27,770			27,385			27,667			27,362

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 5

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at March 31, 2025		27,543	$	3	$	509,318		$	(475,103	)	$	34,218
Issuance of common stock upon vesting of restricted stock units		167		—		(37	)		—			(37	)
Stock-based compensation expense		—		—		1,257			—			1,257
Net loss		—		—		—			(10,903	)		(10,903	)
Balance at June 30, 2025		27,710	$	3	$	510,538		$	(486,006	)	$	24,535


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at March 31, 2024		27,300	$	3	$	503,500		$	(415,402	)	$	88,101
Issuance of common stock upon vesting of restricted stock units		29		—		(1	)		—			(1	)
Stock-based compensation expense		—		—		3,249			—			3,249
Net loss		—		—		—			(13,782	)		(13,782	)
Balance at June 30, 2024		27,329	$	3	$	506,748		$	(429,184	)	$	77,567

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 6

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2024		27,379	$	3	$	507,696		$	(460,046	)	$	47,653
Issuance of common stock upon vesting of restricted stock units		331		—		(197	)		—			(197	)
Stock-based compensation expense		—		—		3,039			—			3,039
Net loss		—		—		—			(25,960	)		(25,960	)
Balance at June 30, 2025		27,710	$	3	$	510,538		$	(486,006	)	$	24,535


	Common Stock				Additional Paid in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2023		27,233	$	3	$	499,660		$	(397,887	)	$	101,776
Issuance of common stock upon exercise of stock options		5		—		16			—			16
Issuance of common stock upon vesting of restricted stock units		91		—		(44	)		—			(44	)
Stock-based compensation expense		—		—		7,116			—			7,116
Net loss		—		—		—			(31,297	)		(31,297	)
Balance at June 30, 2024		27,329	$	3	$	506,748		$	(429,184	)	$	77,567

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 7

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows


	Six Months Ended
	June 30,
($ in thousands) (Unaudited)	2025			2024
Cash flows from operating activities:
Net loss	$	(25,960	)	$	(31,297	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		459			314
Amortization of debt financing costs		618			1,153
Real estate inventory valuation adjustment		2,795			1,168
Stock-based compensation		3,039			7,116
Change in fair value of warrant liabilities		(72	)		(335	)
Loss on disposal of property and equipment		75			29
Changes in operating assets and liabilities:
Accounts receivable		(3,695	)		3,190
Real estate inventory		(1,358	)		(32,418	)
Prepaid expenses and other assets		990			2,091
Accounts payable		(625	)		(2,108	)
Accrued and other liabilities		88			(902	)
Net cash used in operating activities		(23,646	)		(51,999	)
Cash flows from investing activities:
Purchases of property and equipment		(1,079	)		(362	)
Proceeds from sale of property and equipment		—			44
Net cash used in investing activities		(1,079	)		(318	)
Cash flows from financing activities:
Borrowings from credit facilities and other debt		310,946			495,955
Repayments of credit facilities and other debt		(332,904	)		(450,546	)
Proceeds from exercise of stock options		—			16
Payments for taxes related to stock-based awards		(197	)		(44	)
Net cash (used in) provided by financing activities		(22,155	)		45,381
Net change in cash, cash equivalents and restricted cash		(46,880	)		(6,936	)
Cash, cash equivalents and restricted cash, beginning of period		73,626			79,934
Cash, cash equivalents and restricted cash, end of period	$	26,746		$	72,998
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Cash and cash equivalents	$	22,650		$	56,906
Restricted cash		4,096			16,092
Total cash, cash equivalents and restricted cash	$	26,746		$	72,998
Supplemental disclosure of cash flow information:
Cash payments for interest	$	9,091		$	12,624

The accompanying notes are an integral part of these condensed consolidated financial statements.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 8

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Operations and Significant Accounting Policies

Description of Business

Offerpad, dedicated to simplifying the process of buying and selling homes, is committed to providing comprehensive solutions that remove the friction from real estate. Our advanced real estate platform offers a range of services, from consumer cash offers to business-to-business (“B2B”) renovation solutions and industry partnership programs, all tailored to meet the unique needs of our clients. Since 2015, we have leveraged local expertise in residential real estate alongside proprietary technology to guide homeowners at every step.

The Company is headquartered in Tempe, Arizona and operates in over 1,900 cities and towns in 27 metropolitan markets across 18 states as of June 30, 2025.

Basis of Presentation and Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s 2024 Annual Report on Form 10-K as filed with the SEC on February 25, 2025.

The accompanying financial information reflects all adjustments which are, in the opinion of the Company’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly-owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Real Estate Inventory

Real estate inventory consists of acquired homes and is stated at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses.

The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 9

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions.

The Company recorded real estate inventory valuation adjustments of $1.1 million and $0.6 million during the three months ended June 30, 2025 and 2024, respectively, and $2.8 million and $1.2 million during the six months ended June 30, 2025 and 2024, respectively. Refer to Note 2. Real Estate Inventory, for further details.

Recent Accounting Standards

Income Tax Disclosures

In December 2023, the FASB issued a new standard which is intended to improve an entity’s income tax disclosures, primarily through disaggregated information about an entity’s effective income tax rate reconciliation and additional disclosures about income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, using either a prospective or retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued a new standard which is intended to improve an entity’s expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and subsequent interim periods, using either a prospective or retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements.

Note 2. Real Estate Inventory

The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends:


	June 30,		December 31,
($ in thousands)	2025		2024
Homes preparing for and under renovation	$	42,510	$	38,479
Homes listed for sale		127,501		135,937
Homes under contract to sell		42,726		39,758
Real estate inventory	$	212,737	$	214,174

Note 3. Property and Equipment

Property and equipment consist of the following as of the respective period ends:


	June 30,			December 31,
($ in thousands)	2025			2024
Leasehold improvements	$	6,060		$	1,055
Rooftop solar panel systems		4,958			4,958
Office equipment and furniture		1,284			687
Software systems		386			386
Computers and equipment		242			242
Construction in progress		92			5,440
Property and equipment, gross		13,022			12,768
Less: accumulated depreciation		(3,350	)		(3,641	)
Property and equipment, net	$	9,672		$	9,127

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 10

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Depreciation expense was $0.3 million and $0.1 million during the three months ended June 30, 2025 and 2024, respectively, and $0.5 million and $0.3 million during the six months ended June 30, 2025 and 2024, respectively.

Note 4. Leases

The Company’s operating lease arrangements consist of its corporate headquarters in Tempe, Arizona, and field office facilities in most of the metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of 1 year to 10 years, and some leases contain multiyear renewal options. The Company does not have any finance lease arrangements.

The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During the three months ended June 30, 2025 and 2024, operating lease costs were $0.7 million and $0.9 million, respectively, and variable and short-term lease costs were less than $0.1 million during each of the respective periods. During the six months ended June 30, 2025 and 2024, operating lease costs were $1.4 million and $1.8 million, respectively, and variable and short-term lease costs were less than $0.1 million during each of the respective periods.

Cash payments for amounts included in the measurement of operating lease liabilities were $0.9 million and $0.6 million during the three months ended June 30, 2025 and 2024, respectively and $1.0 million and $0.9 million during the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, the Company utilized tenant incentive allowances of $0.8 million. There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during the three and six months ended June 30, 2025. There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during three months ended June 30, 2024. Right-of-use assets obtained in exchange for new or acquired operating lease liabilities were $7.9 million during the six months ended June 30, 2024.

As of June 30, 2025 and December 31, 2024, the Company’s operating leases had a weighted-average remaining lease term of 9.6 years and 9.7 years, respectively, and the weighted-average discount rate was 7.5% and 7.4% during the respective periods.

The Company’s operating lease liability maturities as of June 30, 2025 are as follows:


($ in thousands)
Remainder of 2025	$	1,046
2026		2,089
2027		1,949
2028		1,922
2029		1,974
2030		2,029
Thereafter		9,834
Total future lease payments		20,843
Less: Imputed interest		(6,109	)
Total lease liabilities	$	14,734

The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends:


		June 30,		December 31,
($ in thousands)	Financial Statement Line Items	2025		2024
Right-of-use assets	Other non-current assets	$	7,697	$	8,580
Lease liabilities:
Current liabilities	Accrued and other current liabilities		1,060		963
Non-current liabilities	Other long-term liabilities		13,674		14,204
Total lease liabilities		$	14,734	$	15,167

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 11

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5. Accrued and Other Liabilities

Accrued and other current liabilities consist of the following as of the respective period ends:


	June 30,		December 31,
($ in thousands)	2025		2024
Home renovation	$	4,195	$	3,684
Interest		1,512		1,293
Legal and professional obligations		1,396		344
Payroll and other employee related expenses		1,281		1,895
Operating lease liabilities		1,060		963
Marketing		575		757
Other		2,403		2,868
Accrued and other current liabilities	$	12,422	$	11,804

The Company incurred advertising expenses of $2.1 million and $3.5 million during the three months ended June 30, 2025 and 2024, respectively, and $4.4 million and $7.9 million during the six months ended June 30, 2025 and 2024, respectively.

Other long-term liabilities consists of the non-current portion of our operating lease liabilities as of June 30, 2025 and December 31, 2024.

Note 6. Credit Facilities and Other Debt

The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends:


	June 30,			December 31,
($ in thousands)	2025			2024
Credit facilities and other debt, net
Senior secured credit facilities with financial institutions	$	165,511		$	166,914
Senior secured credit facility with a related party		11,860			18,329
Senior secured debt - other		11,869			21,433
Mezzanine secured credit facilities with financial institutions		—			7,707
Mezzanine secured credit facilities with a related party		26,717			23,532
Debt issuance costs		(58	)		(676	)
Total credit facilities and other debt, net		215,899			237,239
Current portion - credit facilities and other debt, net
Total credit facilities and other debt, net		177,322			195,378
Total credit facilities and other debt - related party		38,577			41,861
Total credit facilities and other debt, net	$	215,899		$	237,239

The Company utilizes financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within 12 months.

As of June 30, 2025, the Company had a total borrowing capacity of $772.0 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $70.5 million was committed. Any borrowings above the committed amounts are subject to the applicable lender’s discretion.

Under the Company’s senior secured credit facilities and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the tables below. Outstanding amounts drawn under each senior secured credit facility and

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 12

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

mezzanine secured credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

The Company’s senior secured credit facilities and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.

Senior Secured Credit Facilities

The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates):


	Borrowing Capacity			Outstanding	Weighted- Average Interest	End of Revolving / Withdrawal	Final Maturity
As of June 30, 2025	Committed	Uncommitted	Total	Amount	Rate	Period	Date
Senior financial institution 1	$25,000	$175,000	$200,000	$164,726	7.12%	December 2025	June 2026
Senior financial institution 2	—	200,000	200,000	—	—	January 2026	July 2026
Senior financial institution 3	—	150,000	150,000	—	7.58%	January 2026	April 2026
Related party	25,539	24,461	50,000	11,860	9.32%	March 2025	February 2026
Senior financial institution 4	—	30,000	30,000	785	10.15%	August 2025	February 2026
Senior secured credit facilities	$50,539	$579,461	$630,000	$177,371


	Borrowing Capacity						Outstanding		Weighted- Average Interest
As of December 31, 2024	Committed		Uncommitted		Total		Amount		Rate
Senior financial institution 1	$	150,000	$	250,000	$	400,000	$	110,109		7.93	%
Senior financial institution 2		—		200,000		200,000		—		8.01	%
Senior financial institution 3		100,000		50,000		150,000		30,941		8.38	%
Related party		30,000		20,000		50,000		18,329		10.09	%
Senior financial institution 4		—		30,000		30,000		25,864		9.76	%
Senior secured credit facilities	$	280,000	$	550,000	$	830,000	$	185,243

As of June 30, 2025, the Company had five senior secured credit facilities, four with separate financial institutions and one with a related party, which holds more than 5% of our Class A common stock. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 13

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Mezzanine Secured Credit Facilities

The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates):


	Borrowing Capacity			Outstanding	Weighted- Average Interest	End of Revolving / Withdrawal	Final Maturity
As of June 30, 2025	Committed	Uncommitted	Total	Amount	Rate	Period	Date
Related party facility 1	$13,125	$21,875	$35,000	$23,761	13.00%	June 2026	December 2026
Mezzanine financial institution 1	—	45,000	45,000	—	—	January 2026	July 2026
Mezzanine financial institution 2	—	40,000	40,000	—	11.58%	January 2026	April 2026
Related party facility 2	6,811	15,189	22,000	2,956	13.00%	March 2025	February 2026
Mezzanine secured credit facilities	$19,936	$122,064	$142,000	$26,717


	Borrowing Capacity			Outstanding	Weighted- Average Interest
As of December 31, 2024	Committed	Uncommitted	Total	Amount	Rate
Related party facility 1	$45,000	$25,000	$70,000	$18,372	13.67%
Mezzanine financial institution 1	—	45,000	45,000	—	13.86%
Mezzanine financial institution 2	26,667	13,333	40,000	7,707	12.39%
Related party facility 2	8,000	14,000	22,000	5,160	13.59%
Mezzanine secured credit facilities	$79,667	$97,333	$177,000	$31,239

As of June 30, 2025, the Company had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions.

The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities.

Maturities

Certain of the Company’s secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes cash on hand, together with proceeds from the resale of homes, fees and commissions earned from asset-light platform offerings, the net proceeds from the July 2025 Offering (as defined below) and Revolving Credit Facility (as defined below), and cash from future borrowings available under each of the Company’s existing credit facilities, or the entry into new debt financing arrangements or the issuance of equity instruments, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued.

Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities

The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth).

As of June 30, 2025, the Company was in compliance with all covenants and no event of default had occurred. In July 2025, the Company obtained a temporary waiver of minimum liquidity and tangible net worth covenants under the related party

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 14

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

facilities described above. In connection with this waiver, the associated revolving/withdrawal periods for each facility, as applicable, have expired.

Senior Secured Debt - Other

The Company has a borrowing arrangement with a financial institution to support purchases of real estate inventory. Borrowings under this arrangement accrue interest at a rate based on a SOFR reference rate, plus a margin. As of June 30, 2025 and December 31, 2024, the weighted-average interest rate under the Company’s other senior secured debt was 9.01% and 9.24%, respectively.

Revolving Credit Facility

On July 31, 2025, the Company entered into a $15.0 million revolving credit facility with a lender (the “Revolving Credit Facility”) with a three-year term, to support its continued growth and long-term strategic initiatives. Borrowings under the Revolving Credit Facility accrue interest at 8.50% per annum.

Note 7. Warrant Liabilities

As of June 30, 2025, the Company had 16.1 million public warrants outstanding and 5.7 million private placement warrants outstanding, with every 15 warrants being exercisable to purchase one share of Class A common stock at an exercise price of $172.50 per share. Subsequent to June 30, 2025, the Company issued the 2025 Warrants (as defined and described below).

Public Warrants

A holder may exercise its public warrants only for a whole number of shares of Class A common stock. The public warrants will expire on September 1, 2026, or earlier upon redemption or liquidation. Pursuant to the terms of the warrant agreements, the Company may call the public warrants for redemption for cash or redeem the outstanding warrants for shares of Class A common stock under certain scenarios. The public warrants are traded on an over-the-counter market.

Private Placement Warrants

The private placement warrants have terms and provisions that are substantially identical to those of the public warrants, with the exception of certain redemption rights, options to exercise and registration rights when the private placement warrants are owned by specified holders.

2025 Warrants

On July 25, 2025, the Company issued and sold warrants to purchase up to 1,428,571 shares of Class A common stock (the “2025 Warrants”). The 2025 Warrants have an exercise price of $2.30 per share and are initially exercisable on January 26, 2026 and will expire on January 26, 2030. The 2025 Warrants contain standard adjustments to the exercise price, including for stock splits, stock dividends, rights offerings and pro rata distributions. The 2025 Warrants also include certain rights upon the occurrence of a “fundamental transaction” (as described in the 2025 Warrants), including the right of the holder thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of our Class A common stock in such fundamental transaction in the amount of the Black Scholes value (as described in the 2025 Warrants) of the unexercised portion of the Warrant on the date of the consummation of such fundamental transaction. The 2025 Warrants also include cashless exercise rights to the extent the resale of the shares of Class A common stock underlying the 2025 Warrants is not registered under the Securities Act.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 15

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8. Fair Value Measurements

The fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short-term nature. The Company’s credit facilities are carried at amortized cost and the carrying value approximates fair value because of their short-term nature.

The Company’s liabilities that are measured at fair value on a recurring basis consist of the following (in thousands):


As of June 30, 2025	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Public warrant liabilities	$	75	$	—	$	—
Private placement warrant liabilities	$	—	$	—	$	84


As of December 31, 2024	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Public warrant liabilities	$	128	$	—	$	—
Private placement warrant liabilities	$	—	$	—	$	103

Public Warrants

The public warrants are traded on an over-the-counter market. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The Company recorded changes in the fair value of the public warrants of $(0.3) million and less than $0.1 million during the three months ended June 30, 2025 and 2024, respectively, and $(0.1) million and $(0.3) million during the six months ended June 30, 2025 and 2024, respectively. These changes are recorded in Change in fair value of warrant liabilities in our condensed consolidated statements of operations.

Private Placement Warrants

The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods:


	Three Months Ended June 30,					Six Months Ended June 30,
($ in thousands)	2025			2024		2025			2024
Beginning balance	$	170		$	75	$	103		$	166
Change in fair value of private placement warrants included in net loss		(86	)		3		(19	)		(88	)
Ending balance	$	84		$	78	$	84		$	78

The Company generally uses the Black-Scholes-Merton option-pricing model to determine the fair value of the private placement warrants, with assumptions including expected volatility, expected life of the warrants, associated risk-free interest rate, and expected dividend yield.

There were no transfers between Levels 1, 2, and 3 during the three and six months ended June 30, 2025 and 2024.

The foregoing discussion in this Note 8. Fair Value Measurements excludes the 2025 Warrants that were issued after June 30, 2025.

Note 9. Stockholders’ Equity

Authorized Capital Stock

The Company is authorized to issue 2,100,000,000 shares of capital stock, which consists of 2,000,000,000 shares of Class A common stock and 100,000,000 shares of preferred stock, both of which have a par value $0.0001 per share.

Class A Common Stock

Our Class A common stock trades on the New York Stock Exchange under the symbol “OPAD” and our public warrants trade on the OTC Markets Group Pink Market under the symbol “OPADW.”

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 16

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

As of June 30, 2025, we had 27,710,358 shares of Class A common stock issued and outstanding.

We also have outstanding warrants to purchase shares of our Class A common stock. Refer to Note 7. Warrant Liabilities for further details.

July 2025 Offering

On July 25, 2025, we issued and sold 2,857,143 shares (the “Shares”) of our Class A common stock and warrants to purchase up to 1,428,571 shares of our Class A common stock for aggregate gross proceeds of $6.0 million, before deducting placement agent fees and other offering expenses (the “July 2025 Offering”). The Shares and 2025 Warrants were offered and sold on a combined basis for consideration equating to $2.10 for one share and half of one warrant.

Refer to Note 7. Warrant Liabilities for further details regarding the terms of the 2025 Warrants.

Preferred Stock

As of June 30, 2025, there were no shares of preferred stock issued and outstanding.

Dividends

Our Class A common stock is entitled to dividends if and when any dividend is declared by our Board of Directors (“Board”), subject to the rights of all classes of stock outstanding having priority rights to dividends. We have not paid any cash dividends on common stock to date. We may retain future earnings, if any, for the further development and expansion of our business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board and will depend on, among other things, our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board may deem relevant.

Note 10. Stock-Based Awards

2021 Equity Incentive Plans

Incentive Award Plan

Pursuant to the terms of the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”), the number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year through January 1, 2031. Pursuant to the annual increase, the overall share limit was automatically increased on January 1, 2025 by 741,127 shares of our Class A common stock.

On June 17, 2025, the Board adopted an amendment to the 2021 Plan which increases the aggregate number of shares reserved for issuance under the 2021 Plan by 2,721,500 shares (the “Amendment”). The Amendment became effective on June 17, 2025, and was approved by our stockholders on July 30, 2025 at a special meeting of stockholders. As of June 30, 2025, including the additional shares added to the 2021 Plan pursuant to the Amendment, 5,340,535 shares of Class A common stock were reserved for issuance under the 2021 Plan.

As of June 30, 2025, the Company has outstanding stock options, restricted stock units (“RSUs”) and other stock or cash-based awards that have been granted under the 2021 Plan.

Employee Stock Purchase Plan

Pursuant to the terms of the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”), the number of shares of the Company’s Class A common stock available for issuance under the ESPP increases annually on the first day of each calendar year through January 1, 2031. As of June 30, 2025, there were 283,876 shares reserved for issuance under the ESPP, and no shares have been issued under the ESPP.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 17

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock Units

The following summarizes RSU award activity during the six months ended June 30, 2025:


	Number of RSUs (in thousands)			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2024		898		$	8.11
Granted		1,648			1.17
Vested and settled		(444	)		6.72
Forfeited		(157	)		5.57
Outstanding as of June 30, 2025		1,945			2.76

As of June 30, 2025, 0.3 million RSUs have vested, but have not yet been settled in shares of the Company’s Class A common stock, pursuant to elections made by certain non-employee members of our Board to defer settlement thereof under the Offerpad Solutions Inc. Deferred Compensation Plan for Directors.

As of June 30, 2025, the Company had $3.0 million of unrecognized stock-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 2.66 years. The fair value of RSUs that vested and settled during the six months ended June 30, 2025 and 2024 was $2.2 million and $1.8 million, respectively.

Other Cash or Stock-Based Awards

The Company did not grant any other cash or stock-based awards during the six months ended June 30, 2025.

As of June 30, 2025, the Company had $1.8 million of unrecognized stock-based compensation expense related to unvested other cash or stock-based awards granted in prior periods. This expense is expected to be recognized over a weighted average period of 2.45 years.

Stock Options

The following summarizes stock option activity during the six months ended June 30, 2025:


	Number of Shares (in thousands)			Weighted- Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024		844		$	11.30		3.16	$	—
Granted		—			—
Exercised		—			—
Forfeited, canceled or expired		(67	)		18.63
Outstanding as of June 30, 2025		777			10.66		1.95		—
Exercisable as of June 30, 2025		772			10.60		1.92		—
Vested and expected to vest as of June 30, 2025		777			10.66		1.95		—

No stock options were exercised during six months ended June 30, 2025. The total intrinsic value of stock options exercised during the six months ended June 30, 2024 was less than $0.1 million.

As of June 30, 2025, the Company had unrecognized stock-based compensation expense related to unvested stock options of $0.1 million. This expense is expected to be recognized over a weighted average period of 0.68 years. The fair value of stock options that vested during the six months ended June 30, 2025 and 2024 was $0.7 million and $0.6 million, respectively.

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 18

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Performance-Based Restricted Stock Units

The following summarizes performance-based RSU (“PSU”) award activity during the six months ended June 30, 2025:


	Number of PSUs (in thousands)			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2024		110		$	70.81
Granted		—			—
Vested		—			—
Forfeited		(110	)		70.81
Outstanding as of June 30, 2025		—			—

The PSU performance period ended during the first quarter of 2025, with none of the pre-determined price per share goals being achieved. Accordingly, the PSUs were automatically forfeited and terminated without consideration.

Stock-based Compensation Expense

The following details stock-based compensation expense for the respective periods:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2025		2024		2025		2024
Sales, marketing and operating	$	211	$	1,129	$	690	$	2,305
General and administrative		860		1,995		2,005		4,395
Technology and development		186		125		344		416
Stock-based compensation expense	$	1,257	$	3,249	$	3,039	$	7,116

Note 11. Variable Interest Entities

The Company formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties. Each SPE is a wholly-owned subsidiary of the Company and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities, and the Company is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within the Company’s condensed consolidated financial statements.

The following summarizes the assets and liabilities related to the VIEs as of the respective period ends:


	June 30,		December 31,
($ in thousands)	2025		2024
Assets
Restricted cash	$	3,771	$	30,608
Accounts receivable		1,951		—
Real estate inventory		212,737		214,174
Prepaid expenses and other current assets		258		345
Total assets	$	218,717	$	245,127
Liabilities
Accounts payable	$	131	$	591
Accrued and other current liabilities		1,533		1,326
Secured credit facilities and other debt, net		215,899		237,273
Total liabilities	$	217,563	$	239,190

Offerpad Solutions Inc. | Second Quarter 2025 Form 10-Q | 19

OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 12. Earnings Per Share

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares plus the incremental effect of dilutive potential common shares outstanding during the period. In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The components of basic and diluted earnings per share are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data)	2025			2024			2025			2024
Numerator:
Net loss	$	(10,903	)	$	(13,782	)	$	(25,960	)	$	(31,297	)
Denominator:
Weighted average common shares outstanding, basic		27,770			27,385			27,667			27,362
Dilutive effect of stock options (1)		—			—			—			—
Dilutive effect of restricted stock units (1)		—			—			—			—
Weighted average common shares outstanding, diluted		27,770			27,385			27,667			27,362
Net loss per share, basic	$	(0.39	)	$	(0.50	)	$	(0.94	)	$	(1.14	)
Net loss per share, diluted	$	(0.39	)	$	(0.50	)	$	(0.94	)	$	(1.14	)
Anti-dilutive securities excluded from diluted loss per share:
Anti-dilutive stock options (1)		780			927			797			950
Anti-dilutive restricted stock units (1)		640			138			648			134
Anti-dilutive warrants		1,452			1,452			1,452			1,452
Anti-dilutive performance-based restricted stock units		—			119			36			119

(1) Due to the net loss during each of the three and six months ended June 30, 2025 and 2024, no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive.

Note 13. Income Taxes

The Company determines its interim tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to its income (loss) before income taxes for the period. The Company’s effective tax rate is dependent on several factors, such as tax rates in state jurisdictions and the relative amount of income the Company earns in the respective jurisdiction.

The Company recorded income tax expense of less than $

Offerpad Solutions Inc. 10-Q