UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 2820, 2025

Offerpad Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39641

85-2800538

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


433 S. Farmer Avenue
Suite 500 Tempe, Arizona		85281
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 388-4539

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

The information included under the heading “Preliminary Results for the Quarter Ended September 30, 2025” in Item 8.01 of this report is incorporated herein by reference.

Item 8.01 Other Events.

~~On August 28,~~ 2025, ~~Offerpad~~Senior ~~Solutions~~Secured ~~Inc.~~Facility (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (the “Agent”) providing for the offer and sale of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having a gross aggregate offering price of up to $100,000,000, from time to time by the Company through or to the Agent, acting as the Company’s sales agent or as principal. The Company has also filed a prospectus supplement (the “Prospectus Supplement”) relating to the Sales Agreement with the Securities and Exchange Commission (the “SEC”) under the Company’s existing shelf Registration Statement on Form S-3 (File No. 333-270994), which was declared effective on April 26, 2023 (the “Registration Statement”). Pursuant to the Prospectus Supplement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $[XX] million under the Sales Agreement (the “Shares”).

~~Sales~~During ofOctober ~~shares of the Common Stock~~2025, ifOfferpad ~~any,~~Solutions asInc. ~~contemplated by~~ (the ~~Sales~~“Company”) ~~Agreement,~~entered ~~will~~into bea ~~made~~new by18-month ~~any~~loan ~~method~~and ~~permitted~~security byagreement ~~law,~~(the ~~including~~“2025 ~~without limitation (i~~Facility”) ~~in privately negotiated transactions~~ with ~~the~~a ~~consent~~related ofparty. ~~the~~The ~~Company;~~2025 ~~(B)~~Facility asprovides ~~block~~for ~~transactions;~~an oradditional ~~(C)~~$15.0 bymillion ~~any~~senior ~~other~~secured ~~method~~credit ~~permitted~~facility, bycomprised ~~law~~of ~~deemed~~$7.5 tomillion bein ancommitted ~~“at~~borrowing ~~the~~capacity ~~market~~and ~~offering”~~$7.5 asmillion ~~defined~~that inis ~~Rule 415(a)(4)~~uncommitted. Borrowings under the ~~Securities~~2025 ~~Act~~Facility ofaccrue ~~1933,~~interest asat ~~amended,~~a ~~including~~rate ~~sales~~based ~~made directly~~ on ~~the~~a ~~Nasdaq~~SOFR ~~Stock~~reference ~~Market~~rate, orplus ~~sales~~a ~~made~~variable ~~into~~margin, ~~any~~with ~~other~~an ~~existing~~interest ~~trading~~floor ~~market of the Company’s Common Stock~~rate.

~~The~~Preliminary ~~Agent~~Results isfor ~~not required to sell any specific number or dollar amount of shares of~~ the ~~Common~~Quarter ~~Stock,~~Ended ~~but has agreed~~September 30, ~~subject~~2025 to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts, consistent with its normal sales and trading practices, to sell the shares of the Common Stock on the terms agreed upon by the Agent and the Company.

~~The~~On ~~Sales~~October 20, ~~Agreement~~2025, ~~provides~~the ~~that~~Company announced certain preliminary results as of and for the ~~Agent~~quarter ~~will~~ended September 30, 2025. These preliminary estimates are not a comprehensive statement of the Company’s financial results for the quarter ended September 30, 2025, and should not be ~~entitled~~viewed toas a ~~commission~~substitute for full financial statements prepared in ~~the~~accordance ~~amount~~with ofU.S. 3generally accepted accounting principles (“GAAP”).0% In addition, these preliminary estimates as of and for the ~~gross~~quarter ~~sales~~ended ~~price~~September 30, ~~per~~2025 ~~share~~are not necessarily indicative of ~~all~~the ~~Shares~~results ~~sold~~to ~~under~~be achieved in any future period. While the ~~Sales~~Company ~~Agreement,~~currently orexpects asthat ~~otherwise~~its ~~agreed~~actual ~~between~~results will be consistent with the ~~Company~~results ~~and~~described below, it is possible that the ~~Agent~~Company’s ~~with~~actual ~~respect~~results tomay ~~any~~not ~~Shares~~be ~~sold~~consistent ~~pursuant~~with tothe ~~this~~results ~~Agreement~~the Company currently estimates.

The ~~Company~~preliminary ~~intends~~results toreflected ~~use~~below ~~any~~have ~~net~~been ~~cash~~prepared ~~proceeds~~by, itand ~~receives~~are ~~from~~the responsibility of, the ~~issuance~~Company’s ~~and~~management. ~~sale~~The byCompany’s itindependent ofregistered ~~any~~public ~~shares~~accounting offirm, ~~the~~Deloitte & ~~Common~~Touche ~~Stock~~LLP, tohas not audited, reviewed, compiled or ~~through~~performed ~~the~~any ~~Agent~~procedures ~~for~~with ~~general~~respect ~~corporate~~to ~~purposes~~the preliminary results. Accordingly, ~~including~~Deloitte & ~~working~~Touche ~~capital~~LLP ~~and~~does ~~capital~~not ~~expenditures~~express an opinion or any other form of assurance with respect thereto.

~~Latham~~For &the ~~Watkins~~quarter ~~LLP~~ended September 30, ~~counsel~~2025, to the Company estimates that its revenue was $132.7 million, ~~has~~that ~~issued~~its anet ~~legal~~loss ~~opinion~~was ~~relating~~$(11.6) tomillion ~~the~~and ~~Shares~~that its Adjusted EBITDA was $(4.6) Amillion. ~~copy~~The ofCompany ~~such~~sold ~~legal~~367 ~~opinion,~~homes ~~including~~in the ~~consent~~quarter ~~included~~ended ~~therein~~September 30, is2025. ~~attached~~The Company’s cash and cash equivalents as ~~Exhibit~~of ~~5.1~~September 30, ~~hereto~~2025 was $31.0 million.

~~The~~As ~~Sales~~of ~~Agreement is filed herewith as Exhibit 1.1. The Sales Agreement contains customary representations~~October 17, ~~warranties~~2025, ~~covenants, indemnification obligations of~~ the Company ~~and~~had ~~the Agent~~36, ~~including for liabilities under the Securities Act of 1933~~486,108 asshares ~~amended, and other obligations~~ of the parties. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The description of the Sales Agreement contained herein does not purport to be complete and is qualified in its ~~entirety by reference to the Sales Agreement filed herewith as Exhibit~~Class ~~1.1~~A ~~and~~common ~~incorporated~~stock ~~herein by reference~~outstanding.

The ~~Shares~~following ~~will~~table bereconciles ~~sold pursuant to~~ the ~~Registration~~Company’s ~~Statement,~~estimated ~~and~~net ~~offerings~~loss ofto ~~the~~its ~~Shares~~estimated ~~will~~Adjusted beEBITDA ~~made~~for ~~only by means of~~ the ~~Prospectus~~quarter ~~Supplement.~~ended ~~This Current Report on Form~~September ~~8-K shall not constitute an offer to sell or solicitation of an offer to buy the Shares~~30, ~~nor~~2025: shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.


(in millions, unaudited)	Three Months Ended September 30, 2025
Net loss (GAAP)	$	(11.6	)
Change in fair value of warrant liabilities		1.0

Adjusted net loss	$	(10.6	)
Adjustments:
Interest expense		3.6
Amortization of capitalized interest		1.0
Income tax expense		0.4
Depreciation and amortization		0.2
Amortization of stock-based compensation		0.8

Adjusted EBITDA	$	(4.6	)

Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with GAAP. Adjusted EBITDA may have limitations as an analytical tool when assessing the Company’s operating performance and should not be considered in isolation or as a substitute for GAAP measures. The Company may calculate or present Adjusted EBITDA differently than other companies who report measures with similar titles and, as a result, the Adjusted EBITDA reported by the Company may not be comparable with those of companies in the Company’s industry or in other industries. The Company calculates Adjusted EBITDA as GAAP net income (dloss), ~~Exhibits~~adjusted for the change in fair value of warrant liabilities, interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense.

ExhibitNo.		Description
1.1		Open Market Sale Agreement, dated August 28, 2025, by and among the Company and Jefferies LLC.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward-Looking Statements

Certain statements in report may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. For example, statements regarding the Company’s preliminary results for the third quarter of 2025 are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, the Company’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; the Company’s ability to grow market share in its existing markets or any new markets it may enter; the Company’s ability to manage its growth and its costs structure effectively; the Company’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage renovations; the Company’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; the Company’s ability to maintain and enhance its products and brand, and to attract customers; the Company’s ability to achieve and maintain profitability in the future; and the success of strategic relationships with third parties. These and other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission and the Company’s other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this report. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Nothing in this report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Offerpad Solutions Inc.	~~Offerpad Solutions Inc.~~
Date: August 28, 2025	By:	/s/ Peter Knag
Date: October 20, 2025	By:	/s/ Peter Knag
		Peter Knag Chief Financial Officer

Filing Compare · Offerpad Solutions Inc.