Offerpad (NYSE: OPAD) Q1 2026 sales drop but net loss improves and cash rises
Rhea-AI Filing Summary
Offerpad Solutions Inc. reports a smaller loss on sharply lower sales for Q1 2026. Revenue was $80.1 million, down from $160.7 million a year earlier as difficult U.S. housing conditions and a focus on selling older inventory reduced transaction volume.
Net loss improved to $10.1 million from $15.1 million, helped by lower operating expenses and interest costs. Cash and cash equivalents rose to $40.8 million from $26.5 million at year-end 2025, supported by an $18.0 million January 2026 equity offering of 10 million Class A shares at $1.80 per share. Real estate inventory declined to $74.7 million from $93.8 million, while total debt fell to $80.4 million from $92.7 million.
The company continues to face macro headwinds, including housing affordability pressures and mortgage rate volatility, and is addressing New York Stock Exchange listing deficiencies related to market capitalization and share price, with a potential reverse stock split to be voted on at the 2026 annual meeting.
Positive
- Improved profitability trend: Net loss narrowed to $10.1 million from $15.1 million year over year, marking a fifth consecutive quarter of year-over-year net loss improvement.
- Liquidity and deleveraging: Cash and cash equivalents increased to $40.8 million from $26.5 million, aided by an $18.0 million equity raise, while total credit facilities and other debt fell to $80.4 million from $92.7 million.
Negative
- Sharp revenue contraction: Q1 2026 revenue declined to $80.1 million from $160.7 million, reflecting significantly lower transaction volumes and pricing adjustments in a weak housing market.
- Ongoing NYSE listing pressures: The company is under NYSE continued listing notifications for both market capitalization and sub-$1.00 average share price, requiring remediation that may include a reverse stock split.
Insights
Offerpad’s revenue halved, but losses and leverage improved as it raised new equity.
Offerpad posted Q1 2026 revenue of $80.1M, down from $160.7M, reflecting weak housing demand and a deliberate slowdown in acquisitions. Net loss narrowed to $10.1M from $15.1M as operating expenses and interest expense declined.
Real estate inventory dropped to $74.7M from $93.8M, and total debt decreased to $80.4M from $92.7M, modestly de‑risking the balance sheet. A January 2026 registered direct offering raised $18.0M at $1.80 per share, lifting cash to $40.8M.
However, the company remains unprofitable and is contending with NYSE notices under Sections 802.01B and 802.01C, including a share‑price deficiency. A proposed reverse stock split at the 2026 annual meeting is one path to regain compliance, alongside execution on cost control and transaction growth in a challenging real estate environment.
Key Figures
Key Terms
real estate inventory financial
mezzanine secured credit facilities financial
variable interest entities financial
registered direct offering financial
NYSE continued listing standards regulatory
Section 382 of the Internal Revenue Code regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
( |
|
(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 |
|
|
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.
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).
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 |
|
☐ |
|
☒ |
|
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 April 23, 2026, there were
OFFERPAD SOLUTIONS INC.
FORM 10-Q
FOR THE QUARTER ENDED March 31, 2026
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 |
7 |
|
Notes to Condensed Consolidated Financial Statements |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
38 |
Item 4. |
Controls and Procedures |
38 |
|
|
|
PART II. |
OTHER INFORMATION |
39 |
Item 1. |
Legal Proceedings |
39 |
Item 1A. |
Risk Factors |
39 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
39 |
Item 3. |
Defaults Upon Senior Securities |
39 |
Item 4. |
Mine Safety Disclosures |
39 |
Item 5. |
Other Information |
39 |
Item 6. |
Exhibits |
40 |
|
|
|
SIGNATURES |
41 |
|
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 pace, volume and strategy, mortgage rates, cash requirements, further equity issuances, financing plans and borrowing capacity, our intended use of net proceeds from our issuances of equity securities and debt financing arrangements, our prospects, optimized returns, potential growth or expansion evaluations, strategies, including without limitation, regarding product and service offerings and their expected impacts, ongoing collaborations, compliance with applicable laws, regulations and New York Stock Exchange (“NYSE”) continued listing rules, consideration of alternatives to cure any NYSE continued listing requirement deficiencies, macroeconomic trends, including due to conflict in the Middle East, potential tariffs or retaliations against such tariffs, geopolitical concerns, implications due to an “ownership change” under Section 382 of the Internal Revenue Code, including limitations on our ability to use net operating losses to offset future income tax liability, 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:
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, 2025.
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. | First Quarter 2026 Form 10-Q | 3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Balance Sheets
|
|
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands, except par value per share) (Unaudited) |
|
|
|
2026 |
|
|
2025 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
|
|
||
Real estate inventory |
|
|
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
|
|
||
TOTAL ASSETS |
|
(1) |
|
$ |
|
|
$ |
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
|
|
||
Accounts payable |
|
|
|
$ |
|
|
$ |
|
||
Accrued and other current liabilities |
|
|
|
|
|
|
|
|
||
Secured credit facilities and other debt, net |
|
|
|
|
|
|
|
|
||
Secured credit facilities with a related party, net |
|
|
|
|
|
|
|
|
||
Warrant liabilities |
|
|
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
|
|
||
Revolving credit facility, net |
|
|
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
(2) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
|
|
||
Class A common stock, $ |
|
|
|
|
|
|
|
|
||
Additional paid in capital |
|
|
|
|
|
|
|
|
||
Accumulated deficit |
|
|
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
$ |
|
|
$ |
|
||
________________
The accompanying notes are an integral part of these condensed consolidated financial statements.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 4
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Operations
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in thousands, except per share data) (Unaudited) |
|
2026 |
|
|
2025 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Cost of revenue |
|
|
|
|
|
|
||
Gross profit |
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Sales, marketing and operating |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Technology and development |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
|
|
|
( |
) |
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
Other income, net |
|
|
|
|
|
|
||
Total other expense |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share, basic |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share, diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average common shares outstanding, basic |
|
|
|
|
|
|
||
Weighted average common shares outstanding, diluted |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 5
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Total |
|
||||||||
(in thousands) (Unaudited) |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock from January 2026 Offering, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Total |
|
||||||||
(in thousands) (Unaudited) |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 6
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Cash Flows
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
($ in thousands) (Unaudited) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Amortization of debt financing costs |
|
|
|
|
|
|
||
Real estate inventory valuation adjustment |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
( |
) |
|
|
|
|
Loss on disposal of property and equipment |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Real estate inventory |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||
Accrued and other liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property and equipment |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Borrowings from secured credit facilities and other debt |
|
|
|
|
|
|
||
Repayments of secured credit facilities and other debt |
|
|
( |
) |
|
|
( |
) |
Payment of debt financing costs |
|
|
( |
) |
|
|
|
|
Proceeds from January 2026 Offering |
|
|
|
|
|
|
||
Issuance costs of January 2026 Offering |
|
|
( |
) |
|
|
|
|
Payments for taxes related to stock-based awards |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Net change in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash payments for interest |
|
$ |
|
|
$ |
|
||
Cash payments (refunds) for taxes, net |
|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 7
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Nature of Operations and Significant Accounting Policies
Description of Business
Offerpad is a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and selling a home. Founded in 2015, the Company combines proprietary technology with local real estate expertise to simplify the home sale process and reduce friction across the transaction lifecycle, helping customers move forward with speed, transparency, and confidence. The Company provides cash offers, brokerage services, access to additional cash buyers through marketplace-enabled capabilities, and renovation services that support both internal transactions and third-party partners.
The Company is headquartered in Tempe, Arizona and operates in over 1,800 cities and towns in 26 metropolitan markets across 17 states as of March 31, 2026.
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, 2025 included in the Company’s 2025 Annual Report on Form 10-K as filed with the SEC on February 24, 2026.
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.
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 carried 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.
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 is adjusted to net
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 8
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
realizable value, which is determined using 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 is adjusted to net realizable value, which is determined using 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 $
Recent Accounting Standards
Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board (“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.
Interim Reporting
In December 2025, the FASB issued a new standard which is intended to provide clarity on an entity’s interim reporting disclosure requirements. The new standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2028, 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:
|
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Homes preparing for and under renovation |
|
$ |
|
|
$ |
|
||
Homes listed for sale |
|
|
|
|
|
|
||
Homes under contract to sell |
|
|
|
|
|
|
||
Real estate inventory |
|
$ |
|
|
$ |
|
||
Note 3. Property and Equipment
Property and equipment consist of the following as of the respective period ends:
|
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Rooftop solar panel systems |
|
|
|
|
|
|
||
Properties held for use |
|
|
|
|
|
|
||
Office equipment and furniture |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Software systems |
|
|
|
|
|
|
||
Computers and equipment |
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 9
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 4. Leases
The Company’s operating lease arrangements consist of its corporate headquarters in Tempe, Arizona, and field office facilities in certain metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of
The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During the three months ended March 31, 2026 and 2025, operating lease costs were $
Supplemental information related to leases was as follows:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash payments for amounts included in the measurement of operating lease liabilities |
|
$ |
|
|
$ |
|
||
Tenant incentive allowances |
|
$ |
|
|
$ |
|
||
|
|
As of |
|
|||||
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
There were
The Company’s operating lease liability maturities as of March 31, 2026 are as follows:
($ in thousands) |
|
|
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total future lease payments |
|
|
|
|
Less: Imputed interest |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
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:
|
|
|
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
|
Financial Statement Line Items |
|
2026 |
|
|
2025 |
|
||
Right-of-use assets |
|
|
$ |
|
|
$ |
|
|||
Lease liabilities: |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
$ |
|
|
$ |
|
|||
Non-current liabilities |
|
|
|
|
|
|
|
|||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 10
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:
|
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Home renovation |
|
$ |
|
|
$ |
|
||
Payroll and other employee related expenses |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Interest |
|
|
|
|
|
|
||
Legal and professional obligations |
|
|
|
|
|
|
||
Marketing |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued and other current liabilities |
|
$ |
|
|
$ |
|
||
The Company incurred advertising expenses of $
Other long-term liabilities consist of the non-current portion of operating lease liabilities as of March 31, 2026 and December 31, 2025.
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:
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
2026 |
|
|
2025 |
|
||
Senior secured credit facilities with financial institutions |
$ |
|
|
$ |
|
||
Senior secured credit facilities with a related party |
|
|
|
|
|
||
Senior secured debt - other |
|
|
|
|
|
||
Mezzanine secured credit facilities with a related party |
|
|
|
|
|
||
Revolving credit facility |
|
|
|
|
|
||
Debt financing costs |
|
( |
) |
|
|
( |
) |
Total credit facilities and other debt, net |
$ |
|
|
$ |
|
||
The following details the classification of the Company’s credit facilities and other debt, as of the respective period ends:
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
2026 |
|
|
2025 |
|
||
Total credit facilities and other debt with financial institutions, net, current |
$ |
|
|
$ |
|
||
Total credit facilities with a related party, net, current |
|
|
|
|
|
||
Total credit facilities and other debt, net, current |
|
|
|
|
|
||
Revolving credit facility, net, non-current |
|
|
|
|
|
||
Total credit facilities and other debt, net |
$ |
|
|
$ |
|
||
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 senior and mezzanine secured 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 twelve months.
Under the Company’s senior and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. The borrowing capacity is generally expected to be available until the end of the applicable revolving period as reflected in the tables below, and the borrowing capacity availability period may be extended after the end of the revolving period, subject to the applicable lender’s discretion. Outstanding amounts drawn under the Company’s secured credit facilities are required to be
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 11
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
repaid on the respective facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.
The Company’s senior 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 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- |
|
|
End of |
|
Final |
|||||||||||
As of March 31, 2026 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Senior financial institution 1 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
|||||||
Senior financial institution 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior financial institution 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Related party facility 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|||||||
Senior financial institution 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|||||||
Senior financial institution 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|||||||
Senior secured credit facilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|||||
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
|
|
|
|||||||||||
As of December 31, 2025 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|||||
Senior financial institution 1 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
|
|
|||||
Senior financial institution 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior financial institution 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Related party facility 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Related party facility 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Senior financial institution 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Senior financial institution 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Senior secured credit facilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|||||
As of March 31, 2026, the Company had multiple senior secured credit facilities, including one with a related party. 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.
During April 2026, the Company amended its senior secured credit facility with financial institution 1, which among other things, extended the final maturity date of the facility to August 2026. Additionally, the Company amended its senior secured credit facility with financial institution 5, which among other things, reduced the interest rate for borrowings under the facility. Lastly, the Company’s senior secured credit facility with financial institution 3 expired and was not renewed.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 12
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- |
|
|
End of |
|
Final |
|||||||||||
As of March 31, 2026 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Related party facility 1 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
|||||||
Mezzanine financial institution 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mezzanine financial institution 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mezzanine secured credit facilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|||||
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
|
|
|
|||||||||||
As of December 31, 2025 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|||||
Related party facility 1 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
|
|
|||||
Mezzanine financial institution 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mezzanine financial institution 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Related party facility 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Mezzanine secured credit facilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|||||
As of March 31, 2026, the Company had multiple mezzanine secured credit facilities, including one with a related party. 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 against the Company with limited exceptions.
The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities.
During April 2026, the Company’s mezzanine secured credit facility with financial institution 2 expired and was not renewed. Additionally, in connection with the Company’s amendment to its senior secured credit facility with financial institution 1, as described above, the final maturity date for the Company’s mezzanine secured credit facility with a related party was automatically extended to February 2027.
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. Though the Company may from time to time adjust the composition of its credit facilities to correspond with its anticipated financing requirements, which may include reducing the available capacity under such credit facilities, or realigning the credit facility provider mix, the Company expects to enter into new financing arrangements or amend its 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 and entering into new financing facilities. The Company believes its existing cash on hand, proceeds from the resale of homes, fees and commissions earned from its other real estate service solutions, and cash from future borrowings available under each of the Company’s existing credit facilities, or the entry into additional new debt financing arrangements or further issuance of equity securities, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least twelve months following the date these condensed consolidated financial statements are issued.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 13
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 March 31, 2026, the Company was in compliance with all covenants and no event of default had occurred.
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 March 31, 2026 and December 31, 2025, the weighted-average interest rate under the Company’s other senior secured debt was
Revolving Credit Facility
The Company has a $
Note 7. Warrant Liabilities
As of March 31, 2026, the Company had outstanding warrant liabilities consisting of
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
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.
Other Warrants
The foregoing discussion in this Note 7. Warrant Liabilities excludes the warrants that were issued and sold by the Company during July 2025 as these warrants are classified as equity securities. Refer to Note 9. Stockholders’ Equity, for further details.
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 March 31, 2026 |
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
|||
Public warrant liabilities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
Private placement warrant liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 14
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of December 31, 2025 |
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
|||
Public warrant liabilities |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
Private placement warrant liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
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 $(
Private Placement Warrants
The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Change in fair value of private placement warrants included in net loss |
|
|
( |
) |
|
|
|
|
Ending balance |
|
$ |
|
|
$ |
|
||
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
Note 9. Stockholders’ Equity
Authorized Capital Stock
The Company is authorized to issue
Class A Common Stock
Market Information
The Company’s Class A common stock trades on the New York Stock Exchange under the symbol “OPAD” and the Company’s public warrants trade on the OTC Markets Group Pink Market under the symbol “OPADW.”
January 2026 Registered Direct Offering
During January 2026, the Company issued and sold
Sale Agreement
The Company has an active Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC, under which the Company may offer and sell up to $
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 15
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2025 Warrants
During July 2025, the Company issued warrants (“2025 Warrants”) to purchase up to
Other Warrants
In addition to the 2025 Warrants described above, the Company has outstanding public and private warrants to purchase shares of Class A common stock that do not meet the criteria for equity classification and are recognized as liabilities. Refer to Note 7. Warrant Liabilities for further details.
Shares Outstanding
As of March 31, 2026, the Company had
Preferred Stock
As of March 31, 2026, there were
Dividends
The Company’s Class A common stock is entitled to dividends if and when any dividend is declared by the Company’s Board of Directors (the “Board”), subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company’s business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Board and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the 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. The overall share limit automatically increased by
As of March 31, 2026, the Company has outstanding restricted stock units (“RSUs”), other stock or cash-based awards, and stock options 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. The overall share limit automatically increased by
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 16
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Restricted Stock Units
The following summarizes RSU award activity during the three months ended March 31, 2026:
|
Number of |
|
|
Weighted Average |
|
||
Outstanding as of December 31, 2025 |
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
||
Vested and settled |
|
( |
) |
|
|
|
|
Forfeited |
|
( |
) |
|
|
|
|
Outstanding as of March 31, 2026 |
|
|
|
|
|
||
As of March 31, 2026,
As of March 31, 2026, the Company had $
Other Cash or Stock-Based Awards
The Company did
As of March 31, 2026, the Company had $
Stock Options
The following summarizes stock option activity during the three months ended March 31, 2026:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited, canceled or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding as of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable as of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and expected to vest as of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2026, the Company had less than $
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 17
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Stock-based Compensation Expense
The following details stock-based compensation expense for the respective periods:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Sales, marketing and operating |
|
$ |
|
|
$ |
|
||
General and administrative |
|
|
|
|
|
|
||
Technology and development |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
$ |
|
|
$ |
|
||
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:
|
|
March 31, |
|
|
December 31, |
|
||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Restricted cash |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Real estate inventory |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued and other current liabilities |
|
|
|
|
|
|
||
Secured credit facilities and other debt, net |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 18
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 March 31, |
|
|||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding, basic |
|
|
|
|
|
|
||
Dilutive effect of stock options |
|
|
|
|
|
|
||
Dilutive effect of restricted stock units (1) |
|
|
|
|
|
|
||
Dilutive effect of 2025 Warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding, diluted |
|
|
|
|
|
|
||
Net loss per share, basic |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share, diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Anti-dilutive securities excluded from diluted loss per share: |
|
|
|
|
|
|
||
Anti-dilutive stock options |
|
|
|
|
|
|
||
Anti-dilutive restricted stock units (1) |
|
|
|
|
|
|
||
Anti-dilutive 2025 Warrants |
|
|
|
|
|
|
||
Anti-dilutive warrants |
|
|
|
|
|
|
||
Anti-dilutive performance-based restricted stock units |
|
|
|
|
|
|
||
(1)
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 $
As of March 31, 2026, the Company continues to have a full valuation allowance recorded against its net deferred tax assets and will continue to evaluate its valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if the Company employs tax planning strategies in the future.
The Internal Revenue Code (the “IRC”) contains provisions that limit the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. As a result of the Company’s registered direct offering in January 2026, the Company determined that an ownership change occurred as of January 13, 2026. Consequently, the Company’s ability to utilize its net operating loss carryforwards and tax credit carryforwards that existed as of January 13, 2026 is subject to annual limitations. To the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of utilization or the expiration of the relevant carryforward period.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 19
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 14. Related-Party Transactions
LL Credit Facilities
As of March 31, 2026, the Company has
The following summarizes certain details related to these facilities, which are further described in Note 6. Credit Facilities and Other Debt:
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||
($ in thousands) |
|
Borrowing |
|
|
Outstanding |
|
|
Borrowing |
|
|
Outstanding |
|
||||
Senior secured credit facilities with a related party |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mezzanine secured credit facilities with a related party |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Since March 2020, the Company has been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital. Under the LL Mezz Loan Agreement, the Company may borrow funds during the revolving/withdrawal period up to a maximum principal amount of $
Since October 2025, the Company has also been party to a senior loan and security agreement (the “2025 LL Senior Loan Agreement”) with LL Private Lending Fund II, L.P. Under the 2025 LL Senior Loan Agreement, the Company may borrow funds during the revolving/withdrawal period up to a maximum principal amount of $
From October 2016 through February 2026, the Company was party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital. The LL Funds Loan Agreement was comprised of a senior secured credit facility and a mezzanine secured credit facility. During February 2026, the LL Funds Loan Agreement expired and was not renewed.
The Company paid interest for borrowings under the LL credit facilities of $
Use of First American Financial Corporation’s Services
First American Financial Corporation (“First American”), which holds more than
Compensation of Immediate Family Members of Brian Bair
Offerpad employs Brian Bair’s brother and sister-in-law, Mr. Vaughn Bair and Ms. Katie Bullard, respectively.
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Mr. Vaughn Bair |
|
$ |
|
|
$ |
|
||
Ms. Katie Bullard |
|
|
|
|
|
|
||
Total compensation paid |
|
$ |
|
|
$ |
|
||
Compensation for Mr. Vaughn Bair and Ms. Katie Bullard includes both base salary and annual performance-based cash incentives during the three months ended March 31, 2025. Compensation for Ms. Katie Bullard includes both base salary and annual performance-based cash incentives during the three months ended March 31, 2026.
During the three months ended March 31, 2026, the Company did
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 20
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 15. Commitments and Contingencies
Homes Purchase Commitments
As of March 31, 2026, the Company was under contract to purchase
Lease Commitments
The Company has entered into operating lease agreements for its corporate headquarters in Tempe, Arizona and field office facilities in certain metropolitan markets in which the Company operates in the United States. Refer to Note 4. Leases, for further details.
Legal and Other Matters
The Company is subject to various actions, claims, suits and other legal proceedings that arise in the ordinary course of business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company records accruals for loss contingencies when it is probable that a loss will occur, and the amount of such loss can be reasonably estimated. The Company is not currently a party to any actions, claims, suits or other legal proceedings arising in the ordinary course of business, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s condensed consolidated financial statements.
The following is a description of pending litigation that falls outside the scope of ordinary and routine litigation incidental to the Company’s business.
Class Action Alleging Breach of Fiduciary Duties
On August 26, 2024, a purported stockholder of Offerpad (the “Plaintiff”) filed a complaint against Alexander Klabin, Spencer Rascoff, Ken Fox, Jim Lanzone, Gregg Renfrew, Rajeev Singh, Robert Reid, Michael Clifton, Supernova Partners, LLC (the “Supernova Defendants”), Brian Bair, and Michael Burnett (the “Offerpad Defendants”). The case is captioned In re Supernova Partners Acquisition Co. SPAC Litigation, C.A. No. 2024-0887 (Del. Ch.) (the “Complaint”). The Complaint generally alleges that the Supernova Defendants breached their fiduciary duties, with the Offerpad Defendants aiding and abetting these breaches, in connection with the merger between OfferPad, Inc. and Supernova Partners Acquisition Company, Inc. on September 1, 2021. The Complaint seeks, among other things, monetary damages, disgorgement of any unjust enrichment, rescissory damages, pre-judgment and post-judgment interest, and reasonable attorneys’ fees and costs. On September 19, 2024, proceedings related to the Complaint were temporarily stayed. On February 24, 2025, the court dismissed the Offerpad Defendants and Supernova Partners, LLC from the Complaint without prejudice, which terminated the case as to the Offerpad Defendants. On June 30, 2025, Plaintiff filed a notice lifting the stay, which became effective immediately. In October 2025, the parties reached an agreement in principle to resolve the matter. The settlement remains subject to the execution of a definitive settlement agreement and court approval, neither of which is assured, and no hearing date for court approval has been set. The Company’s accrual associated with this matter as of March 31, 2026 reflects the terms of the agreement in principle to resolve the matter. Notwithstanding such agreement, in regard to the remaining allegations against the remaining Supernova Defendants, because of the many questions of fact and law that may arise, the outcome of this legal proceeding remains uncertain at this point.
Note 16. Segment Reporting
The Company operates in the U.S. residential real estate industry and its operating segments have been determined based on the method by which its Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), evaluates performance and allocates resources. The Company has four operating segments, none of which have been aggregated, and
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 21
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
During 2025, the Company revised its reportable segments due to changes in the composition of its operating segment financial results, following which, Renovate is a separate reportable segment. Accordingly, the Company has changed its presentation for all periods presented to reflect its revised segment reporting.
The Company’s CODM evaluates performance based on operating segment gross profit and uses this measure when making decisions about the allocation of operating resources to each segment, including through the annual budget and forecasting process, along with regular budget-to-actual variance analyses.
No individual customer accounted for more than
The following details segment financial information for the respective periods:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Revenue: |
|
|
|
|
|
|
||
Cash Offer |
|
$ |
|
|
$ |
|
||
Renovate |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
||
Cost of revenue: |
|
|
|
|
|
|
||
Cash Offer (1) |
|
|
|
|
|
|
||
Renovate |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total cost of revenue |
|
|
|
|
|
|
||
Gross profit: |
|
|
|
|
|
|
||
Cash Offer |
|
|
|
|
|
|
||
Renovate |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total gross profit |
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Sales, marketing and operating |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Technology and development |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
||
Change in fair value of warrant liabilities |
|
|
|
|
|
( |
) |
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
Other income, net |
|
|
|
|
|
|
||
Total other expense |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 22
OFFERPAD SOLUTIONS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 17. Subsequent Events
The Company has determined that there have been no events that have occurred that would require recognition in the condensed consolidated financial statements or additional disclosure herein, except as described elsewhere in the notes to the condensed consolidated financial statements.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management of Offerpad (the “Company”) believes is relevant to an assessment and understanding of Offerpad’s consolidated results of operations and financial condition. The discussion should be read together with the unaudited interim condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s audited consolidated financial statements and accompanying notes included in Item 8 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026.
This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Offerpad’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in Part I, Item 1A of Offerpad’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Overview
Our Business
We are a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and
selling a home. We combine proprietary technology with local real estate expertise to simplify the home sale process and
reduce friction across the transaction lifecycle, helping customers move forward with speed, transparency, and confidence. We
provide cash offers, brokerage services, access to additional cash buyers through marketplace-enabled capabilities, and
renovation services that support both internal transactions and third-party partners. Founded in 2015, we have transacted on homes representing approximately $12.3 billion of aggregate revenue through March 31, 2026.
We are headquartered in Tempe, Arizona and operate in over 1,800 cities and towns in 26 metropolitan markets across 17 states as of March 31, 2026.
Current Economic Conditions and Health of the U.S. Residential Real Estate Industry
Our business and operating results are impacted by the general economic conditions and the health of the U.S. residential real estate industry, particularly the single-family home resale market. Our Cash Offer solution, which is the foundation of our business and generates the substantial majority of our consolidated revenue, generally depends on a high volume of residential real estate transactions throughout the markets in which we operate. While we have expanded our real estate service solutions beyond our Cash Offer service over time, including through the offering of renovation services through our Renovate solution, together with a range of other services that are designed to meet the unique needs of sellers and partners across multiple transaction paths, transaction volumes in the U.S. residential real estate market continue to affect substantially all of the ways that we generate revenue.
During the first quarter of 2026, the residential real estate market conditions remained challenging as the ongoing housing affordability pressures, weakened consumer confidence and increased concerns associated with the macroeconomic and geopolitical environments continued to negatively impact consumer demand for residential real estate. While the average thirty-year fixed mortgage rate generally trended downward during the first two months of the year, falling to below 6% at the end of February 2026, the conflict in the Middle East during the later stages of the first quarter of 2026 caused the downward momentum in mortgage rates to reverse, with the average thirty-year fixed mortgage rate finishing the quarter at close to 6.5%.
The conflict in the Middle East raised an additional level of uncertainty for consumers, and the associated increase in mortgage interest rates, along with the impact of rising fuel prices on consumer budgets, has added to the ongoing housing affordability pressures that have persisted for an extended period of time. The cumulative impact of these conditions continues to cause uncertainty in the market and challenge consumer confidence, resulting in lower than normal real estate transaction volumes. We expect the uncertainty resulting from the Middle East conflict will continue to impact the macroeconomic and mortgage interest rate environments in the near term and may have additional long term effects, particularly if the conflict further escalates or intensifies, or is prolonged.
Our operating results during the first quarter of 2026 reflect these prevailing market conditions. We remained focused on selling through our aged real estate inventory during the first quarter, which had a negative impact on our average real estate inventory holding period and gross profit margin during the quarter. This activity, combined with our intentional reduction in home acquisition pace throughout 2025 as part of our effort to balance our real estate inventory levels to potentially optimize our return in the future, has resulted in a fewer number of homes in real estate inventory, which is also reflected in our operating results. Although our operating results were unfavorably impacted by these conditions and related strategies during the first quarter of 2026, our focus on cost reduction and operational efficiencies throughout the business continues to be
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 24
reflected in our lower cost structure, as we achieved year-over-year improvement in our net loss for the fifth consecutive quarter.
Given the current market conditions, we remain focused on growing our other real estate service solution offerings, and within our Cash Offer solution, proactively optimizing our capital allocation across our highest performing and most efficient markets along with using pricing adjustments and other incentives in an effort to drive consumer demand. These pricing adjustments have had a negative impact on our operating results over the past few years. Further, the uncertainty regarding the near-term macroeconomic conditions has been amplified as a result of the conflict in the Middle East, making it increasingly difficult to predict the near-term direction of mortgage interest rates and consumer demand for residential real estate. We anticipate the ongoing economic uncertainties and affordability pressures will continue to impact consumer demand for residential real estate during the second quarter of 2026. As a result of these market dynamics, we may be required to use similar pricing adjustments and incentives in the future, along with continuing to reduce our real estate inventory acquisition pace compared to our historical levels.
January 2026 Registered Direct Offering
We remain focused on strategically strengthening our presence within existing markets through our various real estate service solutions, expanding our operations and implementing our long-term strategic initiatives over time. In connection with these efforts and to strengthen our balance sheet, we entered into a securities purchase agreement in January 2026 with the purchasers named therein, providing for the issuance and sale by us of an aggregate of 10,000,000 shares (the “2026 Shares”) of our Class A common stock. The 2026 Shares were sold for a purchase price of $1.80 per share, for gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses.
New York Stock Exchange Listing Notices
On April 10, 2025, we received notice (the “April 2025 NYSE Notification”) from the NYSE that we were not in compliance with Section 802.01B of the NYSE Listed Company Manual because our average global market capitalization over a consecutive 30 trading-day period and, at the same time, our last reported stockholders’ equity were each less than $50 million.
On July 16, 2025, the NYSE accepted our business plan advising the definitive action(s) we are taking or plan to take that would bring us into compliance with the NYSE continued listing standards within 18 months of receipt of the April 2025 NYSE Notification (the “April 2025 Cure Period”). As a result, we are subject to quarterly monitoring for compliance with the business plan.
On March 3, 2026, we received notice (the “March 2026 NYSE Notification”) from the NYSE that we are not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 over a consecutive 30 trading-day period.
On March 5, 2026, we notified the NYSE that we intend to cure the stock price deficiency and to return to compliance with the NYSE continued listing standards. We can regain compliance at any time within the six-month period following receipt of the March 2026 NYSE Notification (the “March 2026 Cure Period”) if on the last trading day of any calendar month during the March 2026 Cure Period we have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. We intend to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval no later than at our next annual meeting of stockholders, if necessary to cure the stock price non-compliance. Under the NYSE’s rules, if we determine that we will cure the stock price deficiency by taking an action that will require stockholder approval at our next annual meeting of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days.
As described in our definitive proxy statement filed with the SEC on April 22, 2026, at our 2026 Annual Meeting of Stockholders, our stockholders will vote on a proposed amendment to our fourth restated certificate of incorporation to effect a reverse stock split of our Class A common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, with the exact ratio within such range to be determined by the Board in its discretion if such proposal is approved by stockholders.
Neither the April 2025 NYSE Notification nor the March 2026 NYSE Notification has had any immediate impact on the listing of our Class A common stock. Further, our Class A common stock will continue to be listed and traded on the NYSE during the respective cure periods, subject to our compliance with the other continued listing standards of the NYSE, steps to cure our stock price deficiency, and continued periodic review by the NYSE of our progress with respect to the business plan.
Factors Affecting Our Performance
We believe our performance and future success depend on a variety of factors that present significant opportunities for our business but also present risks and challenges that could adversely impact our growth and profitability, including those discussed in Overview above, along with those discussed below.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 25
Market Penetration in Existing Markets
The U.S. residential real estate market is substantial, with 4.4 million homes sold for a total transaction value of roughly $1.8 trillion during 2025, and is highly fragmented with a significant number of licensed real estate agents and real estate brokerages. In 2025, the total residential real estate transactions in our 26 active metropolitan markets covered roughly 22% of the 4.4 million homes sold during the year, and we estimate that we captured roughly 0.2% of such transactions. Given this high degree of fragmentation, we believe that giving homeowners more control, flexibility, and choice when buying and selling a home through our real estate service solutions could lead to continued market share growth and accelerated adoption of the digital model. We have demonstrated higher market share in certain markets over time, providing the backdrop to grow our overall market penetration as we focus on the expansion of our various real estate service solutions in existing markets. Additionally, we anticipate our market share will increase over time as we invest in additional brand marketing, strengthen our local partnerships and continue improving customer awareness of our offerings.
Expansion into New Markets
Since our launch in 2015, we have expanded our real estate operations into 26 metropolitan markets as of March 31, 2026. We have been strategic in our approach to growing our market footprint and have focused on geographic diversification across high population growth cities with affordable median sales prices and increasing employment characteristics. Given this current coverage, we believe there is significant opportunity to both increase market penetration in our existing markets and to grow our business through new market expansion over the long-term. Also, because of our strategic approach in offering four complementary solutions that serve sellers and partners across multiple transaction paths, we believe a significant portion of the total addressable market is serviceable with our business model. As we expand our reach through our various service offerings, we expect to continue to serve customers in markets beyond our direct service area. Further, this strategic approach has historically enabled us to enter into new markets to offer certain of our service offerings, without offering all of our buying and selling services in such markets. In connection with this approach, we are currently offering renovation services in select markets in which we operate.
Although we have expanded into new markets over time, we have decelerated our market expansion plans in more recent years given the uncertain economic outlook and challenging residential real estate market conditions. We intend to continue evaluating expansion plans on an ongoing basis in order to maintain our flexibility in assessing the overall timing of our expansion plan and appropriate market entry points in the future.
Renovate
Our renovation process has been a key component of our business model since our inception, built to improve home quality and resale outcomes. Over time, we have expanded this core capability into a data-driven platform that extends beyond owned homes into third-party renovation services. As we have developed and expanded our Renovate offering in recent years, our renovation volumes have increased and these services have become an increasingly larger component of our business and operating results, a trend we expect to continue in the future as we maintain our focus on driving additional volume from such services.
Through our Renovate services, we are able to leverage our existing logistics, operations, technology, and skill-sets to provide renovation services to other businesses, allowing other companies and homeowners to utilize our renovations team to update their portfolio of homes for rent or to sell. When providing these third-party renovation services, we receive a renovation project fee, and are also typically compensated with a service fee that is based on a percentage of the overall renovation project fee.
Cash Offer Marketplace
Our Cash Offer Marketplace, which includes Direct+ partners, provides third-party buyers with an opportunity to purchase homes within our funnel. Qualified homes are routed through a marketplace of third-party buyers, which is intended to increase overall conversion while preserving speed and certainty for sellers. These transactions can take several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing.
The Cash Offer Marketplace expands buyer demand beyond our balance sheet and generates additional fee-based revenue.
Brokerage Services
Our Brokerage Services solution provides sellers with different agent-led pathways to sell their home, including HomePro, which pairs experienced local agents with our platform, data, and customer flow for guided, in-person solutions, and Agent Partnership Program, which provides an opportunity for third-party agents to present our cash offer as a potential solution for their customers. Our Brokerage Services are designed to enable customers to utilize our services in a way that best suits their home-selling situation and increase in-home seller engagement, while also serving as a valuable resource for real estate agents.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 26
Ancillary Products and Services
Over the long term, we aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital-driven platform, focused on transparency and ease of use. Although further developing these products and services will require significant investment, growing our current offerings and offering additional ancillary products and services, potentially including energy efficiency solutions, smart home technology, insurance, and home warranty services, we believe will strengthen our unit economics and allow us to better optimize pricing. Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service, which accounts for the substantial majority of our revenue, with most ancillary products and services having a smaller average revenue per transaction than our cash offering service, but a higher margin.
While we have offered a variety of ancillary products and services over time, our title and escrow services represent the most notable ancillary service that we currently provide. We have a national relationship with a leading title and escrow company, through which we are able to leverage our size and scale to provide exceptional title and escrow closing services with a favorable economic impact principally in our Cash Offer service.
Unit Economics
We view Contribution Margin and Contribution Margin after Interest (see “—Non-GAAP Financial Measures”) as key performance indicators for unit economic performance, which are currently driven primarily by our Cash Offer transactions. We also use total real estate transactions as an operating metric to assess the scale and reach of our solutions platform across Cash Offer, Cash Offer Marketplace, and Brokerage Services. As we continue to expand our multi-solution platform, we expect future financial performance improvements to be driven by both growth in transaction volume across these solutions and expansion of unit-level margins, through initiatives such as:
Operating Leverage
We utilize our technology and product teams to design systems and workflows to make our operations teams more efficient and able to support and scale with the business. Many positions are considered volume based, and as our business grows over the longer term, we plan to focus on developing more automation tools to gain additional leverage. Additionally, in periods when our business is growing, we expect to be able to gain operating leverage on portions of our cost structure that are more fixed in nature as opposed to purely variable. These types of costs include general and administrative expenses and certain marketing and information technology expenses, which generally grow at a slower pace than proportional to revenue growth.
Real Estate Inventory Financing
Our business model requires significant capital to purchase real estate inventory. Real estate inventory financing is a key enabler to our growth and we rely on our non-recourse asset-backed financing facilities, which primarily consist of senior and mezzanine secured credit facilities, to finance our home purchases. Though we may from time to time adjust the composition of our credit facilities to correspond with our anticipated financing requirements, which may include reducing our available capacity under such credit facilities, or realigning the credit facility provider mix, the loss of adequate access to these types of facilities, or the inability to maintain these types of facilities on favorable terms, would impair our performance. See “—Liquidity and Capital Resources—Financing Activities.”
Seasonality
The residential real estate market is seasonal and varies from market to market. Typically, the greatest number of transactions occur in the spring and summer, with fewer transactions occurring in the fall and winter. Our financial results, including revenue, margins, real estate inventory, and financing costs, have historically had seasonal characteristics generally consistent with the residential real estate market, a trend we expect to continue in the future, subject to the market conditions discussed above.
Risk Management
While we have expanded our real estate service solutions beyond our Cash Offer service over time, a significant portion of our business model continues to be based upon acquiring homes at a price which will allow us to provide a competitive offer to the
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 27
consumer, while being able to add value through the renovation process, and relisting the home so that it sells at a profit and in a relatively short period of time.
Since inception, we have invested in real estate technology platforms, supported by a growing base of proprietary transaction-level data. This data foundation underpins an AI-driven operating model designed to improve acquisition accuracy, customer engagement, and capital efficiency across the transaction lifecycle.
During the first quarter of 2026, we deployed the first iteration of SCOUT, our AI-powered homeowner intake and routing platform, across all markets. SCOUT integrates seller inputs with third-party data, public records, and proprietary data to inform acquisition and routing decisions prior to a cash offer or other solution being presented to the seller.
We also launched the initial version of HENRY, our portfolio intelligence platform, in its core monitoring capacity during the first quarter of 2026. HENRY is designed to evaluate properties within the context of portfolio performance by integrating market data, renovation outcomes, and capital criteria into a unified system, supporting pricing, acquisition, and asset management decisions. We have implemented AI-driven inspection and renovation estimation tools as part of the HENRY platform, and additional capabilities are under development to support broader lifecycle decision-making.
We believe the recent implementation of our portfolio intelligence platform, combined with the extensive real estate experience of our internal teams, will allow us to better assess and more quickly adjust to changes in the local housing market conditions, allowing us to manage and mitigate our risk exposure more effectively.
Due to the uncertainty in the residential real estate market and the broader housing affordability pressures that have persisted for an extended period of time, we remained focused on selling through our aged real estate inventory during the first quarter of 2026, with our average holding period of homes sold finishing the quarter at approximately 195 days. This average holding period, which is higher than our historical norms, was also impacted by the normal seasonal increase that occurs in the fall and winter months.
Given our focus on effectively managing and mitigating our risk exposure, we intend to continue balancing our home acquisition pace and managing our real estate inventory levels in response to the prevailing residential real estate market conditions. Based on our current expectations, we anticipate our average real estate inventory holding period will decline in the second quarter of 2026 as we continue to sell through our aged real estate inventory and our overall real estate inventory mix shifts and includes a higher composition of newly acquired homes.
Non-GAAP Financial Measures
In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries.
Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins)
To provide investors with additional information regarding our margins, we have included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. We believe that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across our markets. Each of these measures is intended to present the economics related to the number of homes sold or other real estate transactions during a given period. We do so by including revenue generated from our Cash Offer, Cash Offer Marketplace, and Brokerage Services solutions in the period and only the expenses that are directly attributable to these transactions, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities and other senior secured debt) attributable to homes sold during a reporting period. We believe these measures facilitate meaningful period over period comparisons and illustrate our ability to generate returns on our homes sold and other real estate transactions after considering the costs directly related to such transactions in a presented period.
Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 28
Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.
Adjusted Gross Profit / Margin
We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. We define Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue.
We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.
Contribution Profit / Margin
We calculate Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily composed of interest income earned on our cash and cash equivalents. The composition of our holding costs is described in the footnotes to the reconciliation table below. We define Contribution Margin as Contribution Profit as a percentage of revenue.
We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort.
Contribution Profit / Margin After Interest
We define Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under our senior and mezzanine secured credit facilities and other senior secured debt incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Our senior and mezzanine secured credit facilities and other senior secured debt are secured by our homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. See “—Liquidity and Capital Resources—Financing Activities.” We define Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.
We view this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 29
The following table presents a reconciliation of our Adjusted Gross Profit, Contribution Profit (Loss) and Contribution Profit (Loss) After Interest to our Gross Profit, which is the most directly comparable GAAP measure, for the periods indicated:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages, homes sold, and real estate transactions, unaudited) |
|
2026 |
|
|
2025 |
|
||
Gross profit (GAAP) |
|
$ |
5,557 |
|
|
$ |
10,507 |
|
Gross margin |
|
|
6.9 |
% |
|
|
6.5 |
% |
Homes sold |
|
|
211 |
|
|
|
460 |
|
Gross profit per home sold |
|
$ |
26.3 |
|
|
$ |
22.8 |
|
Total real estate transactions (1) |
|
|
263 |
|
|
|
519 |
|
Gross profit per real estate transaction |
|
$ |
21.1 |
|
|
$ |
20.2 |
|
Adjustments: |
|
|
|
|
|
|
||
Real estate inventory valuation adjustment - current period (2) |
|
|
414 |
|
|
|
1,743 |
|
Real estate inventory valuation adjustment - prior period (3) |
|
|
(755 |
) |
|
|
(2,211 |
) |
Interest expense capitalized (4) |
|
|
724 |
|
|
|
1,422 |
|
Adjusted gross profit |
|
$ |
5,940 |
|
|
$ |
11,461 |
|
Adjusted gross margin |
|
|
7.4 |
% |
|
|
7.1 |
% |
Adjustments: |
|
|
|
|
|
|
||
Direct selling costs (5) |
|
|
(1,937 |
) |
|
|
(4,388 |
) |
Holding costs on sales - current period (6)(7) |
|
|
(390 |
) |
|
|
(535 |
) |
Holding costs on sales - prior period (6)(8) |
|
|
(389 |
) |
|
|
(690 |
) |
Other income, net (9) |
|
|
361 |
|
|
|
296 |
|
Contribution profit |
|
$ |
3,585 |
|
|
$ |
6,144 |
|
Contribution margin |
|
|
4.5 |
% |
|
|
3.8 |
% |
Homes sold |
|
|
211 |
|
|
|
460 |
|
Contribution profit per home sold |
|
$ |
17.0 |
|
|
$ |
13.4 |
|
Total real estate transactions (1) |
|
|
263 |
|
|
|
519 |
|
Contribution profit per real estate transaction |
|
$ |
13.6 |
|
|
$ |
11.8 |
|
Adjustments: |
|
|
|
|
|
|
||
Interest expense capitalized (4) |
|
|
(724 |
) |
|
|
(1,422 |
) |
Interest expense on homes sold - current period (10) |
|
|
(283 |
) |
|
|
(1,617 |
) |
Interest expense on homes sold - prior period (11) |
|
|
(1,138 |
) |
|
|
(2,883 |
) |
Contribution profit after interest |
|
$ |
1,440 |
|
|
$ |
222 |
|
Contribution margin after interest |
|
|
1.8 |
% |
|
|
0.1 |
% |
Homes sold |
|
|
211 |
|
|
|
460 |
|
Contribution profit after interest per home sold |
|
$ |
6.8 |
|
|
$ |
0.5 |
|
Total real estate transactions (1) |
|
|
263 |
|
|
|
519 |
|
Contribution profit after interest per real estate transaction |
|
$ |
5.5 |
|
|
$ |
0.4 |
|
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 30
Adjusted Net Income (Loss) and Adjusted EBITDA
We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.
We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.
We calculate Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.
Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
The following table presents a reconciliation of our Adjusted Net Income (Loss) and Adjusted EBITDA to our GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages, unaudited) |
|
2026 |
|
|
2025 |
|
||
Net loss (GAAP) |
|
$ |
(10,133 |
) |
|
$ |
(15,057 |
) |
Change in fair value of warrant liabilities |
|
|
(169 |
) |
|
|
257 |
|
Adjusted net loss |
|
$ |
(10,302 |
) |
|
$ |
(14,800 |
) |
Adjusted net loss margin |
|
|
(12.9 |
)% |
|
|
(9.2 |
)% |
Adjustments: |
|
|
|
|
|
|
||
Interest expense |
|
|
1,617 |
|
|
|
3,522 |
|
Amortization of capitalized interest (1) |
|
|
724 |
|
|
|
1,422 |
|
Income tax expense |
|
|
16 |
|
|
|
37 |
|
Depreciation and amortization |
|
|
287 |
|
|
|
206 |
|
Amortization of stock-based compensation |
|
|
942 |
|
|
|
1,782 |
|
Adjusted EBITDA |
|
$ |
(6,716 |
) |
|
$ |
(7,831 |
) |
Adjusted EBITDA margin |
|
|
(8.4 |
)% |
|
|
(4.9 |
)% |
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 31
Results of Operations
The following details our consolidated results of operations and includes a discussion of our operating results and significant items explaining the material changes in our operating results during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
|
|
Three Months Ended March 31, |
|
|||||||||||||
(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Offer |
|
$ |
73,499 |
|
|
$ |
153,833 |
|
|
$ |
(80,334 |
) |
|
|
(52.2 |
)% |
Renovate |
|
|
5,717 |
|
|
|
5,314 |
|
|
|
403 |
|
|
|
7.6 |
% |
Other |
|
|
859 |
|
|
|
1,551 |
|
|
|
(692 |
) |
|
|
(44.6 |
)% |
Total revenue |
|
|
80,075 |
|
|
|
160,698 |
|
|
|
(80,623 |
) |
|
|
(50.2 |
)% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Offer |
|
|
69,874 |
|
|
|
145,735 |
|
|
|
(75,861 |
) |
|
|
(52.1 |
)% |
Renovate |
|
|
4,536 |
|
|
|
4,240 |
|
|
|
296 |
|
|
|
7.0 |
% |
Other |
|
|
108 |
|
|
|
216 |
|
|
|
(108 |
) |
|
|
(50.0 |
)% |
Total cost of revenue |
|
|
74,518 |
|
|
|
150,191 |
|
|
|
(75,673 |
) |
|
|
(50.4 |
)% |
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Offer |
|
|
3,625 |
|
|
|
8,098 |
|
|
|
(4,473 |
) |
|
|
(55.2 |
)% |
Renovate |
|
|
1,181 |
|
|
|
1,074 |
|
|
|
107 |
|
|
|
10.0 |
% |
Other |
|
|
751 |
|
|
|
1,335 |
|
|
|
(584 |
) |
|
|
(43.7 |
)% |
Total gross profit |
|
|
5,557 |
|
|
|
10,507 |
|
|
|
(4,950 |
) |
|
|
(47.1 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales, marketing and operating |
|
|
7,574 |
|
|
|
13,828 |
|
|
|
(6,254 |
) |
|
|
(45.2 |
)% |
General and administrative |
|
|
6,127 |
|
|
|
7,196 |
|
|
|
(1,069 |
) |
|
|
(14.9 |
)% |
Technology and development |
|
|
886 |
|
|
|
1,020 |
|
|
|
(134 |
) |
|
|
(13.1 |
)% |
Total operating expenses |
|
|
14,587 |
|
|
|
22,044 |
|
|
|
(7,457 |
) |
|
|
(33.8 |
)% |
Loss from operations |
|
|
(9,030 |
) |
|
|
(11,537 |
) |
|
|
2,507 |
|
|
|
(21.7 |
)% |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of warrant liabilities |
|
|
169 |
|
|
|
(257 |
) |
|
|
426 |
|
|
|
(165.8 |
)% |
Interest expense |
|
|
(1,617 |
) |
|
|
(3,522 |
) |
|
|
1,905 |
|
|
|
(54.1 |
)% |
Other income, net |
|
|
361 |
|
|
|
296 |
|
|
|
65 |
|
|
|
22.0 |
% |
Total other expense |
|
|
(1,087 |
) |
|
|
(3,483 |
) |
|
|
2,396 |
|
|
|
(68.8 |
)% |
Loss before income taxes |
|
|
(10,117 |
) |
|
|
(15,020 |
) |
|
|
4,903 |
|
|
|
(32.6 |
)% |
Income tax expense |
|
|
(16 |
) |
|
|
(37 |
) |
|
|
21 |
|
|
|
(56.8 |
)% |
Net loss |
|
$ |
(10,133 |
) |
|
$ |
(15,057 |
) |
|
$ |
4,924 |
|
|
|
(32.7 |
)% |
Revenue
Our consolidated revenue decreased by $80.6 million, or 50.2%, to $80.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Cash Offer revenue decreased by $80.3 million, or 52.2%, to $73.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to lower sales volumes. We sold 211 homes during the three months ended March 31, 2026 compared to 460 homes during the three months ended March 31, 2025, representing a decrease of 54.1%. This decrease in homes sold was primarily due to the continued challenging residential real estate market conditions and our associated intentional reduction in home acquisition pace during 2025 as part of our effort to balance our real estate inventory levels to potentially optimize our return in the future, resulting in a fewer number of homes in real estate inventory.
This decrease in homes sold was partially offset by an increase in the average resale home price from $340,000 in the three months ended March 31, 2025 to $356,000 in the three months ended March 31, 2026. This increase was primarily due to a shift in the mix of homes sold in the respective periods, with a greater percentage of homes sold in geographic markets that tend to share relatively higher median price points during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Renovate revenue increased by $0.4 million, or 7.6%, to $5.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily attributable to higher renovation volumes. We completed 403 renovation projects during the three months ended March 31, 2026 compared to 209 renovation projects during the three months ended March 31, 2025, representing an increase of 92.8%. The increase in revenue was partially offset by a decrease in
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 32
the average renovation transaction value from $25,400 per home during the three months ended March 31, 2025 to $14,200 per home during the three months ended March 31, 2026.
Other revenue, which includes revenue generated by our Cash Offer Marketplace and Brokerage Services solutions, decreased by $0.7 million, or 44.6%, to $0.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in revenue is primarily due to the transition from our historical listing service offering as we shifted our focus to agent-led pathways in our Brokerage Services solution, which includes HomePro and Agent Partnership Program.
Cost of Revenue
Our consolidated cost of revenue decreased by $75.7 million, or 50.4%, to $74.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Cash Offer cost of revenue decreased by $75.9 million, or 52.1%, to $69.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily attributable to lower sales volumes and a $1.3 million decrease in the real estate inventory valuation adjustment.
Renovate cost of revenue increased by $0.3 million, or 7.0%, to $4.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily attributable to higher renovation volumes, which was partially offset by a lower average renovation transaction cost per home, from $20,300 per home during the three months ended March 31, 2025 to $11,300 per home during the three months ended March 31, 2026.
Other cost of revenue decreased by $0.1 million, or 50.0%, to $0.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily driven by lower volumes associated with our historical listing service offering as we transitioned our focus to agent-led pathways in our Brokerage Services solution, which generate higher margin profiles.
Gross Profit
Our consolidated gross profit margin was 6.9% for the three months ended March 31, 2026 compared to 6.5% for the three months ended March 31, 2025.
Cash Offer gross profit margin was 4.9% for the three months ended March 31, 2026 compared to 5.3% for the three months ended March 31, 2025. The decrease in gross profit margin was primarily due to a higher average real estate inventory holding period during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in gross profit margin was partially offset by a decrease in the real estate inventory valuation adjustment, from $1.7 million during the three months ended March 31, 2025 to $0.4 million during the three months ended March 31, 2026.
Renovate gross profit margin was 20.7% for the three months ended March 31, 2026 compared to 20.2% for the three months ended March 31, 2025. The increase in gross profit margin was primarily due to a shift in the mix of our renovation projects and the associated project and service fees.
Other gross profit margin was 87.4% for the three months ended March 31, 2026 compared to 86.1% for the three months ended March 31, 2025. This slight increase in gross profit margin was primarily due to a shift in the product mix of the solution offerings included in Other. Our Cash Offer Marketplace offering, which includes Direct+ partners, generally has one of the higher margin profiles of the offerings included within Other, and represented a larger component of Other gross profit during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Sales, Marketing and Operating
Sales, marketing and operating expense decreased by $6.3 million, or 45.2%, to $7.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in expense was primarily attributable to a decrease in variable costs associated with the decrease in homes sold, decreased average employee headcount, and a $1.1 million decrease in advertising expense as we continue to reposition and optimize our marketing efforts in response to the ongoing challenging residential real estate market conditions.
General and Administrative
General and administrative expense decreased by $1.1 million, or 14.9%, to $6.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in expense was primarily attributable to decreased average employee headcount and a decrease in lender fees in connection with reduced borrowings on our credit facilities, which was partially offset by increased fees associated with legal and other professional obligations.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 33
Technology and Development
Technology and development expense decreased by $0.1 million, or 13.1%, to $0.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in expense was primarily attributable to lower software subscription and third-party consulting fees.
Change in Fair Value of Warrant Liabilities
Change in fair value of warrant liabilities represents a gain of $0.2 million for the three months ended March 31, 2026 and a loss of $0.3 million for the three months ended March 31, 2025, as a result of the fair value adjustment of our warrant liabilities.
Interest Expense
Interest expense decreased by $1.9 million, or 54.1%, to $1.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to a $137.5 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $224.6 million during the three months ended March 31, 2025 to $87.1 million during the three months ended March 31, 2026. The decrease in expense was also due to a 0.4% decrease in the weighted average variable interest rates associated with our secured credit facilities and other debt. These decreases were partially offset by interest expense associated with our revolving credit facility which was entered into during July 2025.
Other Income, Net
Other income, net principally represents interest income earned on our cash and cash equivalents during each of the three months ended March 31, 2026 and 2025. Other income, net also includes losses from the disposal of property and equipment in both periods.
Income Tax Expense
We recorded income tax expense of less than $0.1 million during each of the three months ended March 31, 2026 and 2025, and our effective tax rate was an expense of 0.2% during both periods. Our effective tax rate during the three months ended March 31, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards.
Liquidity and Capital Resources
Overview
As of March 31, 2026, we had cash and cash equivalents of $40.8 million, which consists of operating cash on deposit with financial institutions. Our principal sources of liquidity have historically consisted of cash generated from our operations and financing activities.
With the exception of the year ended December 31, 2021, during which we generated net income, we have incurred losses each year from inception and during the three months ended March 31, 2026, and may incur additional losses in the future. Since our launch in 2015, we have invested significantly in the development and expansion of our operations. These investments include a continual improvement to our software and technology platform, including more recently, the development of our AI-driven operating architecture, along with improvements in our infrastructure. We have also invested in sales and marketing as we have increased our market penetration in existing markets, and grown our business through new market expansion and the increased offering of other real estate service solutions.
While we remain focused on strategically strengthening our presence within existing markets through our various real estate service solutions, we expect our working capital requirements will continue to increase over the long term as we seek to expand our operations and implement our long-term strategic initiatives over time.
In connection with our efforts to expand our operations, strengthen our balance sheet and support our working capital requirements, we have executed the following transactions in recent periods:
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 34
While we have a history of operating losses, we believe our existing cash on hand, proceeds from the resale of homes, fees and commissions earned from our other real estate service solutions, and cash from future borrowings available under each of our existing credit facilities, or the entry into additional new debt financing arrangements or further issuances of equity securities, will be sufficient to meet our short-term working capital and capital expenditure requirements for at least the next twelve months. However, our ability to fund our working capital and capital expenditure requirements depends on the residential real estate market conditions in the markets in which we operate and in the U.S. in general, and various other general economic, financial, competitive, legislative, regulatory, geopolitical and other conditions that may be beyond our control. The uncertain economic outlook and challenging residential real estate market conditions have impacted, and may continue to impact, our business negatively. Based on these and other current market conditions, as described above, we may continue to seek additional financing. Volatility in the credit markets, rising interest rates and weakened consumer demand for residential real estate may have an adverse effect on our ability to obtain additional debt financing, on favorable terms or at all. If we are not able to obtain necessary capital to meet our business objectives, we may need to further stall, moderate or decelerate our expansion activities, which may include various restructuring alternatives and options, including more significant cost reductions, product and operational changes focused on reductions in working capital requirements, including pausing or reducing real estate inventory acquisitions, and other actions to enhance the preservation of cash. If we are able to raise additional funds through further issuances of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Class A common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.
Financing Activities
Our financing activities primarily include borrowings under our secured credit facilities and other debt, revolving credit facility and new issuances of equity. Historically, we have required access to external financing resources in order to grow market share in existing markets, expand opportunistically into new markets and launch new real estate solution offerings, and we expect this to continue in the future over the long term. Our access to capital markets can be impacted by factors outside our control, including economic conditions.
Buying and selling high-valued assets, such as single-family residential homes, is very cash intensive and has a significant impact on our liquidity and capital resources. We use non-recourse secured credit facilities, consisting of both senior secured credit facilities and mezzanine secured credit facilities, to finance a significant portion of our real estate inventory and related home renovations. Our senior and mezzanine secured credit facilities, however, are not fully committed, meaning the applicable lender may not be obligated to advance new loan funds if they choose not to do so. Our ability to obtain and maintain access to these or similar kinds of credit facilities is significant for us to operate the business.
Given the general economic conditions and health of the U.S. residential real estate industry in recent periods, we have increased our focus on growing our other real estate service solutions, which require lower levels of capital investment as compared to our Cash Offer solution. Additionally, we have reduced our home acquisition pace compared to our historical levels as part of our effort to balance our real estate inventory levels to potentially optimize our return, resulting in a fewer number of homes in real estate inventory. Given that we anticipate lower cash requirements as a result of these strategic changes, we have adjusted the composition of our credit facilities in recent periods to better align with our anticipated financing requirements, which has included reducing the borrowing capacities available under certain credit facilities, along with not renewing certain credit facilities upon their expiration. The amount of our reduction in borrowing availability also represents debt capacity under our secured credit facilities that we had not historically utilized or relied upon in full. These changes in our credit facilities have also decreased the fees associated with the credit facilities, a trend we expect to persist in the future as the composition of our product mix shifts and our Renovate solution and the solution offerings included in Other continue to increase.
Senior Secured Credit Facilities
The following summarizes certain details related to our senior secured credit facilities (in thousands, except interest rates):
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
End of |
|
Final |
|||||||||||
As of March 31, 2026 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Senior financial institution 1 |
$ |
25,000 |
|
|
$ |
175,000 |
|
|
$ |
200,000 |
|
|
$ |
23,730 |
|
|
|
6.47 |
% |
|
December 2025 |
|
June 2026 |
Senior financial institution 2 |
|
— |
|
|
|
200,000 |
|
|
|
200,000 |
|
|
|
— |
|
|
|
— |
|
|
January 2026 |
|
July 2026 |
Senior financial institution 3 |
|
— |
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
— |
|
|
|
— |
|
|
January 2026 |
|
April 2026 |
Related party facility 2 |
|
7,500 |
|
|
|
7,500 |
|
|
|
15,000 |
|
|
|
384 |
|
|
|
13.00 |
% |
|
October 2026 |
|
April 2027 |
Senior financial institution 4 |
|
— |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
3,103 |
|
|
|
9.47 |
% |
|
September 2026 |
|
March 2027 |
Senior financial institution 5 |
|
— |
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
28,619 |
|
|
|
8.71 |
% |
|
August 2027 |
|
August 2027 |
Senior secured credit facilities |
$ |
32,500 |
|
|
$ |
657,500 |
|
|
$ |
690,000 |
|
|
$ |
55,836 |
|
|
|
|
|
|
|
|
|
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 35
As of March 31, 2026, we had multiple senior secured credit facilities, including one with a related party. Borrowings under the senior secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of our senior secured credit facilities also have interest rate floors. We may also pay fees on our 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 our 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 us with limited exceptions. We have, however, provided limited non-recourse carve-out guarantees under our 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. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities.
As described below, during April 2026, we amended our senior secured credit facility with financial institution 1, which among other things, extended the final maturity date of the facility to August 2026. Additionally, as described below we amended our senior secured credit facility with financial institution 5, which among other things, reduced the interest rate for borrowings under the facility. Lastly, our senior secured credit facility with financial institution 3 expired and was not renewed.
Mezzanine Secured Credit Facilities
In addition to the senior secured credit facilities, we use mezzanine secured credit facilities which are structurally and contractually subordinated to the related senior secured credit facilities. The following summarizes certain details related to our mezzanine secured credit facilities (in thousands, except interest rates):
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
End of |
|
Final |
|||||||||||
As of March 31, 2026 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Related party facility 1 |
$ |
— |
|
|
$ |
35,000 |
|
|
$ |
35,000 |
|
|
$ |
2,204 |
|
|
|
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 |
|
|
|
— |
|
|
|
— |
|
|
January 2026 |
|
April 2026 |
Mezzanine secured credit facilities |
$ |
— |
|
|
$ |
120,000 |
|
|
$ |
120,000 |
|
|
$ |
2,204 |
|
|
|
|
|
|
|
|
|
As of March 31, 2026, we had multiple mezzanine secured credit facilities, including one with a related party. Borrowings under the mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of our mezzanine secured credit facilities also have interest rate floors. We may also pay fees on our 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 our 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 against us with limited exceptions. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities.
During April 2026, our mezzanine secured credit facility with financial institution 2 expired and was not renewed. Additionally, in connection with the amendment to our senior secured credit facility with financial institution 1, as described above, the final maturity date for our mezzanine secured credit facility with a related party was automatically extended to February 2027.
Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities
Our 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 compliance 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 March 31, 2026, we were in compliance with all covenants and no event of default had occurred.
Senior Secured Debt - Other
We have 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 March 31, 2026 and December 31, 2025, the weighted-average interest rate under our other senior secured debt was 8.33% and 8.92%, respectively.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 36
Revolving Credit Facility
We have a $15.0 million revolving credit facility with a three-year term expiring in July 2028. Borrowings under the revolving credit facility accrue interest at 8.50% per annum and are secured by certain of our assets. The revolving credit facility includes customary financial and other covenants, such as maintaining a minimum level of liquidity, and events of default. As of March 31, 2026, we had $14.7 million in outstanding borrowings under the revolving credit facility, net of debt financing costs, and we were in compliance with all covenants and no event of default had occurred.
Cash Flows
The following summarizes our cash flows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
($ in thousands) |
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in) operating activities |
|
$ |
9,046 |
|
|
$ |
(10,176 |
) |
Net cash used in investing activities |
|
|
(2 |
) |
|
|
(994 |
) |
Net cash provided by (used in) financing activities |
|
|
4,419 |
|
|
|
(26,773 |
) |
Net change in cash, cash equivalents and restricted cash |
|
$ |
13,463 |
|
|
$ |
(37,943 |
) |
Operating Activities
Net cash provided by (used in) operating activities was $9.0 million and ($10.2) million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, net cash provided by operating activities primarily resulted from an $18.7 million decrease in real estate inventory due to our continued focus on selling through our aged real estate inventory and our intentional reduction in home acquisition pace over the past year, resulting in a fewer number of homes in real estate inventory. Net cash provided by operating activities during the three months ended March 31, 2026 was also impacted by the $10.1 million net loss during the period, which included $0.9 million of non-cash stock-based compensation expense and a $0.4 million non-cash real estate inventory valuation adjustment.
For the three months ended March 31, 2025, net cash used in operating activities primarily resulted from the $15.1 million net loss during the period, which included $1.8 million of non-cash stock-based compensation expense and a $1.7 million non-cash real estate inventory valuation adjustment. Net cash used in operating activities during the three months ended March 31, 2025 was also due to a $2.4 million increase in accounts receivable, primarily due to a higher number of home sales pending receipt of cash from the title company as compared to December 31, 2024. These items were partially offset by a $1.6 million decrease in real estate inventory as a result of sales volumes increasing at a higher rate compared to home acquisitions.
Investing Activities
Net cash used in investing activities was less than $0.1 million and $1.0 million during the three months ended March 31, 2026 and 2025, respectively, and principally represents purchases of property and equipment in both periods.
Financing Activities
Net cash provided by (used in) financing activities was $4.4 million and ($26.8) million during the three months ended March 31, 2026 and 2025, respectively. Net cash provided by financing activities during the three months ended March 31, 2026 primarily consisted of $18.0 million of gross proceeds from the sale of the 2026 Shares. This was partially offset by a net decrease in secured credit facility and other debt funding of $12.4 million, resulting from $58.3 million of repayments and $45.9 million of borrowings during the quarter. The net decrease in secured credit facility and other debt funding was primarily related to the decrease in financed real estate inventory during the period.
Net cash used in financing activities during the three months ended March 31, 2025 primarily consisted of $189.4 million of repayments of credit facilities and other debt, which was partially offset by $162.8 million of borrowings from credit facilities and other debt. This net decrease in credit facility funding of $26.6 million was directly related to the decrease in financed real estate inventory during the period.
Material Cash Requirements and Other Obligations
Information regarding our material cash requirements and other obligations is provided in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Other than as described above under “Liquidity and Capital Resources,” there have been no material changes in our material cash requirements and other obligations since December 31, 2025.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 37
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP. In doing so, we make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Although we believe our estimates, judgments and assumptions are reasonable, actual results may differ from our estimates under different assumptions, judgments or conditions given the inherent uncertainty involved with such matters, which would impact our financial statements. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
There have been no material changes to the critical accounting estimates included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Our significant accounting policies and methods used in the preparation of our condensed consolidated financial statements are described in Note 1. Nature of Operations and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, refer to Note 1. Nature of Operations and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to the Company’s exposure to market risk since December 31, 2025. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 4. Controls and Procedures.
Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of its principal executive officer and its principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Company’s principal executive officer and its principal financial officer have concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 38
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of its business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is not currently a party to any actions, claims, suits or other legal proceedings arising in the ordinary course of its business, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business, financial condition, results of operations and cash flows.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, its financial condition, results of operations or cash flows for that reporting period could be adversely impacted, perhaps materially.
Refer to Note 15. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding pending litigation that falls outside the scope of ordinary and routine litigation incidental to its business.
Item 1A. Risk Factors.
The Company’s risk factors are described in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to the Company’s risk factors since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Equity Securities
None.
Purchase of Equity Securities
The Company did not repurchase shares of its Class A common stock during the three months ended March 31, 2026.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) On April 24, 2026, OP SPE Borrower Parent, LLC (“SPE”), as parent borrower, OP SPE PHX1, LLC (“PHX1”), as borrower, and OP SPE TPA1, LLC (“TPA1”), as borrower, each an indirect wholly owned subsidiary of the Company, entered into Amendment Number Eight to the Third Amended and Restated Master Loan and Security Agreement, dated as of April 24, 2026 (the “Eighth Amendment”), with Citibank, N.A., as lender, which amends that certain Third Amended and Restated Master Loan and Security Agreement, dated as of June 7, 2022, by and among SPE, PHX1, TPA1, Citibank, N.A., as lender, and Wells Fargo, N.A., as calculation agent and paying agent. The Eighth Amendment, among other things, extends the final maturity date from June 26, 2026 to August 25, 2026.
Also on April 24, 2026, OP SPE Summit, LLC, a wholly owned subsidiary of the Company, as borrower, entered into the Second Amendment to Amended and Restated Revolving Loan Agreement (the “Second Amendment” and, collectively with the Eighth Amendment, the “Amendments”), with WHGG II Trust, as lender, which amends that certain Amended and Restated Revolving Loan Agreement by and between OP SPE Summit, LLC and WHGG II Trust dated August 27, 2025. The Second Amendment, among other things, reduced the interest rate for borrowings under the facility.
The foregoing does not purport to be a complete description of the terms of each of the Amendments and such description is qualified in its entirety by reference to the Amendments, respectively, copies of which are filed as Exhibits 10.2 and 10.3 hereto and are incorporated herein by reference.
(b) None.
(c) During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 39
Item 6. Exhibits.
|
|
|
|
Incorporated by Reference |
||||||
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
3.1 |
|
Fourth Restated Certificate of Incorporation, dated June 13, 2023 |
|
8-K |
|
001-39641 |
|
3.1 |
|
6/13/23 |
3.2 |
|
Amended and Restated Bylaws |
|
8-K |
|
001-39641 |
|
3.3 |
|
6/13/23 |
10.1 |
|
Form of Securities Purchase Agreement |
|
8-K |
|
001-39641 |
|
10.1 |
|
1/13/26 |
10.2* |
|
Second Amendment to Amended and Restated Revolving Loan Agreement, dated April 24, 2026, among OP SPE Summit, LLC and WHGG II Trust |
|
|
|
|
|
|
|
|
10.3* |
|
Amendment Number Eight, dated April 24,2026, to Third Amended and Restated Master Loan and Security Agreement, dated as of June 7,2022, by and among Citibank, N.A., OP SPE Borrower Parent, LLC, OP SPE PHX1, LLC and OP SPE TPA1, LLC |
|
|
|
|
|
|
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
|
|
|
|
|
|
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
|
|
|
|
|
|
|
|
32.1** |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
|
32.2** |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
|
101* |
|
Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q |
|
|
|
|
|
|
|
|
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
|
|
* Filed herewith.
** Furnished herewith.
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 40
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. |
|
|
|
|
|
Date: April 30, 2026 |
|
By: |
/s/ Brian Bair |
|
|
|
Brian Bair |
|
|
|
Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
|
|
|
|
Date: April 30, 2026 |
|
By: |
/s/ Peter Knag |
|
|
|
Peter Knag |
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 41