STOCK TITAN

Offerpad (NYSE: OPAD) enacts 1-for-10 reverse split after 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Offerpad Solutions Inc. reported results of its 2026 annual stockholder meeting and implemented a reverse stock split of its Class A common stock. Stockholders approved a 1-for-10 reverse stock split, authorizing the Board to amend the certificate of incorporation. The Board subsequently approved and effected the split, and the common stock began trading on a split-adjusted basis on June 9, 2026 under the existing symbol OPAD and a new CUSIP.

Stockholders also elected two Class II directors, Donna Corley and Tela Mathias, each to serve until the 2029 annual meeting and until their successors are elected and qualified. They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.

Positive

  • None.

Negative

  • None.

Insights

Offerpad consolidated its share count via a 1-for-10 reverse split and confirmed routine governance approvals.

The company’s stockholders authorized a reverse stock split within a 1-for-5 to 1-for-50 range, and the Board selected a 1-for-10 ratio. A certificate of amendment was filed in Delaware, and trading on a split-adjusted basis began on June 9, 2026 under the same symbol with a new CUSIP.

All key proxy items passed: two Class II directors were elected, Deloitte & Touche LLP was ratified for the 2026 audit, and executive compensation received advisory approval. These actions update the capital structure and affirm current leadership and compensation practices, while leaving the company’s underlying operations and financial outlook unchanged in this disclosure.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-10 Board-approved split of Class A common stock
Reverse split authorization range 1-for-5 to 1-for-50 Range approved in Certificate of Incorporation amendments
Auditor ratification votes for 21,756,195 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026
Reverse split amendment votes for 19,191,573 votes Approval of reverse stock split amendments
Say-on-pay votes for 10,610,068 votes Advisory approval of named executive officer compensation
Director vote for Donna Corley 10,994,009 votes Election as Class II director
Director vote for Tela Mathias 11,163,997 votes Election as Class II director
reverse stock split financial
"the Board approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Amendment regulatory
"the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Fourth Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
advisory (non-binding) basis regulatory
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"
broker non-votes financial
"Votes FOR ... Votes AGAINST ... Votes ABSTAINED ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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false 0001825024 --12-31 0001825024 2026-06-03 2026-06-03
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

 

 

Offerpad Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39641   85-2800538

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

433 S. Farmer Avenue

Suite 500

 
Tempe, Arizona   85281
(Address of Principal Executive Offices)   (Zip Code)

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

N/A

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

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share   OPAD   The New York Stock Exchange

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

Emerging growth company

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

 

 
 


Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, following the 2026 annual meeting of stockholders (the “Annual Meeting”) of Offerpad Solutions Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). On June 8, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Fourth Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Common Stock began trading on a split-adjusted basis at market open on June 9, 2026 under the existing symbol “OPAD” and new CUSIP number 67623L 505.

The Certificate of Amendment is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the changes contained in the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 3, 2026, the Company held its Annual Meeting. Holders of Common Stock were entitled to one vote per share held as of the close of business on April 9, 2026 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2026.

Proposal 1 - Election of two Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.

 

NOMINEE    Votes FOR     

Votes

WITHHELD

     Broker Non-Votes  

Donna Corley

     10,994,009        5,516,211        11,118,728  

Tela Mathias

     11,163,997        5,346,223        11,118,728  

Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
21,756,195    741,462    5,131,291    0

Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
10,610,068    638,376    5,261,776    11,118,728

Proposal 4 - Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Company’s Board of Directors (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments (the “Reverse Stock Split Amendment”).

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
19,191,573    3,299,278    5,138,097    0

Based on the foregoing votes, (i) the two Class II director nominees were elected, (ii) the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, (iii) the Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and (iv) the Reverse Stock Split Amendment was approved.

 


Item 9.01.

Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit    Description
3.1    Certificate of Amendment to the Fourth Restated Certificate of Incorporation, dated June 8, 2026
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 


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: June 9, 2026     By:  

/s/ Peter Knag

     

Peter Knag

Chief Financial Officer

FAQ

What reverse stock split did Offerpad Solutions (OPAD) implement in 2026?

Offerpad implemented a 1-for-10 reverse stock split of its Class A common stock. The split followed stockholder approval and a Board decision, with trading beginning on a split-adjusted basis on June 9, 2026 under the OPAD symbol and a new CUSIP.

When did Offerpad stock begin trading on a split-adjusted basis after the reverse split?

Offerpad’s common stock began trading on a split-adjusted basis on June 9, 2026. The 1-for-10 reverse stock split became effective after the company filed a certificate of amendment with Delaware’s Secretary of State on June 8, 2026.

Which directors were elected at Offerpad Solutions’ 2026 annual meeting?

Stockholders elected Donna Corley and Tela Mathias as Class II directors at the 2026 annual meeting. Each will serve a term expiring at the 2029 annual meeting and continue until their respective successors are duly elected and qualified.

Did Offerpad stockholders approve the company’s executive compensation in 2026?

Yes, stockholders approved the compensation of Offerpad’s named executive officers on an advisory, non-binding basis. The say-on-pay proposal received more votes for than against, with additional abstentions and broker non-votes recorded in the tabulation.

Which audit firm did Offerpad stockholders ratify for the 2026 fiscal year?

Stockholders ratified Deloitte & Touche LLP as Offerpad’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received substantially more votes for than against, with some abstentions and no broker non-votes reported.

What authority did Offerpad stockholders grant regarding the reverse stock split range?

Stockholders approved amendments allowing a reverse stock split at any whole number ratio between 1-for-5 and 1-for-50. The Board was empowered to choose the specific ratio or abandon the change, and ultimately implemented a 1-for-10 split through a certificate of amendment.

Filing Exhibits & Attachments

4 documents