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[Form 4] Offerpad Solutions Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Offerpad Solutions Inc. (OPAD) director Kenneth DeGiorgio was awarded 71,429 restricted stock units (RSUs) with a transaction date of 08/08/2025. Each RSU represents a contingent right to one share of the company’s Class A common stock and, if vested, will be settled in shares.

The RSUs vest on the earlier of June 5, 2026 or the date of the next annual meeting of stockholders, and are subject to continued service through the vesting date. The RSUs will be settled in shares within 45 days following the earliest of: the director’s separation from service, a change in control, death, or disability. After this grant, Mr. DeGiorgio beneficially owns 243,986 Class A shares.

Positive

  • Alignment with shareholders: RSUs link the director’s compensation to equity performance by converting to Class A shares upon vesting.
  • Non-cash compensation: The award is an equity grant at $0 cash price, conserving company cash while compensating the director.

Negative

  • Potential dilution: Settlement of 71,429 RSUs into shares will increase outstanding shares when vested and settled.
  • Concentration risk: After the grant the reporting person beneficially owns 243,986 Class A shares, which may influence voting power depending on total outstanding shares.

Insights

TL;DR: Routine director equity grant; aligns director incentives with shareholders without immediate cash cost.

The Form 4 discloses a non-cash award of 71,429 RSUs to director Kenneth DeGiorgio that converts to one Class A share per RSU upon vesting. This is a customary compensation mechanism for board members to align interests with shareholders. The award vests on a time/event schedule and will be settled in shares within 45 days after specified triggering events, which could cause dilution when settled. The filing shows total beneficial ownership of 243,986 Class A shares following the grant.

TL;DR: Standard governance practice; grant terms include common service and change-in-control provisions.

The RSU vesting schedule—earlier of a fixed date or next annual meeting—and settlement triggers including separation, change in control, death, or disability are typical for director awards and provide retention incentives. The Form 4 indicates the grant was reported under Section 16 and filed by one reporting person. There are no disclosed unusual acceleration clauses beyond customary change-in-control and separation provisions in the explanation provided.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DEGIORGIO KENNETH D

(Last) (First) (Middle)
C/O OFFERPAD SOLUTIONS INC.
433 S. FARMER AVENUE SUITE 500

(Street)
TEMPE AZ 85281

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Offerpad Solutions Inc. [ OPAD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/08/2025 A 71,429(1) A $0 243,986 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Consists of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Offerpad Solutions Inc. (the "Issuer") Class A common stock. The RSUs vest on the earlier to occur of (i) June 5, 2026 and (ii) the date of the next annual meeting of stockholders of the Issuer following the grant date, subject to continued service through the applicable vesting date. To the extent vested, RSUs will be settled in shares of the Issuer's Class A common stock within 45 days following the earliest to occur of: (i) the director's separation from service; (ii) a change in control of the Issuer; (iii) the director's death; or (iv) the director's disability.
/s/ Adam Martinez, as Attorney-in-fact for Kenneth DeGiorgio 08/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for Offerpad (OPAD)?

The filing reports transactions by Kenneth DeGiorgio, identified as a director of Offerpad Solutions Inc.

What was acquired in the Form 4 for OPAD and when?

The Form 4 reports an acquisition dated 08/08/2025 of 71,429 restricted stock units (RSUs) convertible to Class A common stock.

How many shares does Kenneth DeGiorgio beneficially own after the transaction?

Following the reported transaction, Mr. DeGiorgio beneficially owns 243,986 shares of Class A common stock.

What are the vesting and settlement terms for the RSUs?

The RSUs vest on the earlier of June 5, 2026 or the next annual meeting of stockholders, subject to service; vested RSUs are settled in shares within 45 days after separation, change in control, death, or disability.

Was cash paid for the RSU award?

No cash consideration is shown; the RSUs are reported with a price of $0 in the filing.
Offerpad Solutions Inc

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