OPAD Schedule 13D/A: Sella and affiliates report 3.9M shares (12.76%)

Rhea-AI Filing Summary

This Amendment No. 2 to the Schedule 13D for Offerpad Solutions Inc. reports an in-kind distribution and updated beneficial ownership among related reporting persons. On September 30, 2025 LL Capital Partners I, L.P. distributed 5,312,646 shares and SIF V, LLC distributed 504,313 shares to their limited partners; after the distribution SIF V, LLC holds 0 shares. The filing shows individual holdings of 3,903,741 shares (Roberto Sella, 12.76%), 931,385 shares (LLCP I SLP, L.P., 3.05%), 866,372 shares (LL Capital, 2.80%), and 16,012 shares (LLSO SLP, LLC, 0.05%), based on 30,583,561 shares outstanding as of August 18, 2025. Collectively the reporting persons hold approximately 18.7% of the Class A common stock. The statements are signed by Roberto Sella with signature dates of October 2, 2025.

Positive

• In-kind distribution completed on September 30, 2025 transferring 5,312,646 and 504,313 shares
• Collective ownership of ~18.7% is fully disclosed with entity-level share counts and percentages
• Specific voting/dispositive control attributed to GP entities and Roberto Sella, clarifying control relationships

Negative

• None.

Insights

Corporate Governance Analyst

Insiders redistributed holdings to limited partners, leaving a concentrated 18.7% position.

The filing documents an in-kind distribution of 5,312,646 and 504,313 shares on September 30, 2025, changing direct ownership across related entities but leaving collective influence intact at ~18.7%.

This concentration means the named reporting persons remain a material block of shares; the filing discloses voting and dispositive power exercised through affiliated GP entities and Roberto Sella.

Securities Compliance Specialist

The Schedule 13D amendment records a material ownership event and preserves disclosure obligations.

The amendment restates Item 3 to reflect the in-kind distributions and updates Item 5 to incorporate the revised cover-page holdings for each reporting person.

The filing includes explicit share counts and percentages tied to the issuer's prospectus figures, satisfying beneficial‑ownership disclosure requirements under the Exchange Act.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

OFFERPAD SOLUTIONS INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

67623L109

(CUSIP Number)

Scott Powers
2400 Market Street, Suite 302
Philadelphia, PA, 19103
(267) 298-5495

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 67623L109

1

Name of reporting person

LL Capital Partners I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 866,372.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 866,372.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

866,372.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.

SCHEDULE 13D

CUSIP No. 67623L109

1

Name of reporting person

SIF V, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 67623L109

1

Name of reporting person

LLCP I SLP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 931,385.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 931,385.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

931,385.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.05 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.

SCHEDULE 13D

CUSIP No. 67623L109

1

Name of reporting person

LLSO SLP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,012.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,012.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,012.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.05 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.

SCHEDULE 13D

CUSIP No. 67623L109

1

Name of reporting person

Roberto Sella

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,903,741.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,903,741.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,903,741.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.76 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 30,583,561 shares of Class A Common Stock, $0.0001 par value per share ("Common Stock") outstanding as of August 18, 2025, as disclosed in the Issuer's prospectus supplement Filed pursuant to Rule 424(b)(3), Registration No. 333-289758, dated September 2, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: OFFERPAD SOLUTIONS INC.
(c)	Address of Issuer's Principal Executive Offices: 433 S. Farmer Avenue, Suite 500, Tempe, ARIZONA , 85281.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends the Schedule 13D filed on September 13, 2021 (the "Original Filing") as amended by the Amendment No. 1 filed on April 5, 2023 ("Amendment No. 1" and together with the Original File and Amendment No. 2, the "Schedule 13D"). Except as otherwise specified in this Amendment No. 2, all items in the Original Schedule 13D, as amended by the Prior Amendment, are unchanged. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendment.
Item 2.	Identity and Background
(a)	The entities and persons filing this statement (collectively, the "Reporting Persons") are: LL Capital Partners I, L.P. LLCP I SLP, L.P. SIF V, LLC LLSO SLP, LLC Roberto Sella LL Capital Partners I, L.P. ("LL Capital"), a Delaware limited partnership, directly owns 866,372 shares of Common Stock. SIF V, LLC, a Delaware limited liability company, directly owns 0 shares of Common Stock. LLCP I SLP, L.P., a Delaware limited partnership and limited partner of LL Capital, directly owns 931,385 shares of Common Stock. LLSO SLP, LLC, a Delaware limited liability company and limited partner of LL Capital, directly owns 16,012 shares of Common Stock. LLCP I GP, LLC is the general partner of LL Capital and exercises voting and dispositive power over the shares held by LL Capital. LLCP I SLP GP, LLC is the general partner of LLCP I SLP, L.P., and exercises voting and dispositive power over the shares held by LLCP I SLP, L.P. Roberto Sella is the sole manager of LLCP I GP, LLC, managing member of LLCP I SLP GP, LLC, and sole member of LLCP I SLP, L.P. and LLSO SLP, LLC, and may be deemed to have voting and dispositive power over the shares held by the foregoing persons. Collectively, the reporting persons hold approximately 18.7% of the issued and outstanding Common Stock.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated as follows: On September 30, 2025, LL Capital Partners I, L.P. SIF V, LLC each completed an in-kind distribution of 5,312,646 shares of Common Stock of the Issuer and 504,313 shares of Common Stock of the Issuer, respectively to the limited partners of LL Capital Partners I, L.P. and SIF V, LLC. Following this distribution, SIF V, LLC holds no shares of Common Stock of the Issuer. The distribution by LL Capital Partners I, L.P. included 931,385 shares to LLCP I SLP, L.P., 16,012 shares to LLSO SLP, LLC, and 764,858 shares to Roberto Sella.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3 of this amendment, are incorporated by reference into this Item 5. Except as specifically stated herein, the filing of this Schedule 13D shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D or a member of a "group" with any other person.
(b)	The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3 of this amendment, are incorporated by reference into this Item 5.
(c)	On September 30, 2025, LL Capital Partners I, L.P. SIF V, LLC each completed an in-kind distribution of 5,312,646 shares of Common Stock of the Issuer and 504,313 shares of Common Stock of the Issuer, respectively to the limited partners of LL Capital Partners I, L.P. and SIF V, LLC. Following this distribution, SIF V, LLC holds no shares of Common Stock of the Issuer. The distribution by LL Capital Partners I, L.P. included 931,385 shares to LLCP I SLP, L.P., 16,012 shares to LLSO SLP, LLC, and 764,858 shares to Roberto Sella.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LL Capital Partners I, L.P.

Signature:	/s/ Roberto Sella
Name/Title:	Sole Manager
Date:	10/02/2025

SIF V, LLC

Signature:	/s/ Roberto Sella
Name/Title:	Sole Manager
Date:	10/02/2025

LLCP I SLP, L.P.

Signature:	/s/ Roberto Sella
Name/Title:	Managing Member
Date:	10/02/2025

LLSO SLP, LLC

Signature:	/s/ Roberto Sella
Name/Title:	Sole Manager
Date:	10/02/2025

Roberto Sella

Signature:	/s/ Roberto Sella
Name/Title:	Roberto Sella
Date:	10/02/2025

FAQ

What stake do the reporting persons hold in Offerpad (OPAD)?

Collectively the reporting persons hold approximately 18.7% of Offerpad's Class A common stock based on 30,583,561 shares outstanding.

What happened on September 30, 2025 in this Schedule 13D/A for OPAD?

On September 30, 2025 LL Capital Partners I, L.P. distributed 5,312,646 shares and SIF V, LLC distributed 504,313 shares in-kind to their limited partners.

How many shares does Roberto Sella directly hold according to this filing?

The filing reports Roberto Sella directly holds 3,903,741 shares, representing 12.76% of the Class A common stock.

Does SIF V, LLC still hold shares of Offerpad after the distribution?

No. Following the in-kind distribution, SIF V, LLC holds 0 shares of Offerpad common stock.

When were the signatures on this Schedule 13D/A executed?

The signatures, including those of Roberto Sella, are dated October 2, 2025.