Offerpad Solutions Inc.
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 2, 2026
OPAD$2.11-7.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001193125-26-330713
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-02.
0001193125-26-443850
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 210 previous paragraphs and 213 current paragraphs.
110 unchanged; 77 reworded; 24 added; 23 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
During the third quarter of 2026, market conditions became more challenging as a rapid rise in mortgage interest rates, elevated inflation, and continued macroeconomic and geopolitical concerns, including the ongoing Middle East conflict, compounded the housing affordability pressures and weakened consumer confidence that have persisted for an extended period. The average thirty-year fixed mortgage rate rose from approximately 6.5% at the end of June 2026 to approximately 7.0% at the end of September, and reached approximately 7.4% in early October, the highest level since late 2023.
Current report
The higher mortgage rate environment reflects persistent inflation and a significant increase in long-term U.S. Treasury yields, with the 10-year Treasury yield rising from approximately 4.5% at the end of June 2026 to approximately 5.3% at the end of September, and reaching its highest level since 2002 in early October. Consumer prices remained elevated during the third quarter, driven in part by higher energy and fuel prices, as the Middle East conflict kept crude oil prices well above pre-conflict levels. In response to the inflationary pressures, the Federal Reserve Board raised its benchmark interest rate by 25 basis points in September 2026, its first increase since 2023. While the Federal Reserve Board did not raise its benchmark interest rate in October 2026, additional rate increases may occur in the future.
Current report
The cumulative impact of these factors has further impacted consumer demand for residential real estate. Existing-home sales declined to a seasonally adjusted annual rate of approximately 4.0 million in September 2026, the lowest level since mid-2025, while the inventory of homes listed for sale rose to its highest level since 2019. In September 2026, the number of homes under contract declined, and the share of listings with a price reduction reached its highest level for any September since 2018, reflecting increased pricing pressure in the resale market.
Current report
In response to the market conditions during the first nine months of 2026, we have remained focused on refining our operating model to improve acquisition accuracy, customer engagement, and capital efficiency, including through our AI-powered homeowner intelligence and portfolio intelligence platforms, which help us assess and adjust more quickly to changes in local market conditions. We have continued to sell through our aged real estate inventory, which represented less than 3% of our total real estate inventory balance as of September 30, 2026, and the average holding period of homes sold decreased from 141 days in the second quarter of 2026 to 104 days in the third quarter, which is within our target range of 100 to 120 days and is the lowest level since the fourth quarter of 2023.
Current report
This progress, together with more efficient underwriting enabled by our portfolio intelligence platform, allowed us to increase our home acquisition pace, acquiring 605 homes in the third quarter of 2026 compared to 268 homes in the second quarter and 159 homes in the first quarter. After intentionally reducing our acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory, we increased acquisitions to improve the quality of our inventory mix and continue optimizing our capital allocation across our highest performing and most efficient markets.
Current report
We anticipate the ongoing economic uncertainties and affordability pressures will continue to affect consumer purchasing behavior during the fourth quarter of 2026. Given the recent rapid rise in mortgage interest rates and the seasonality of the residential real estate market, we began slowing our home acquisition pace in October and expect to continue doing so for the foreseeable future. As a result of these market dynamics, there is an increased risk that we may not sell the homes we acquire at our anticipated margins or within our expected holding periods, and we may be required to use pricing adjustments and incentives in the future and may further reduce our real estate inventory or home acquisition pace in future periods in response to prevailing market conditions.
Current report
2026 Capital Raising Activities
Current report
Sale Agreement – During the three months ended September 30, 2026, we sold 318,170 shares of our common stock under the Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC, for aggregate gross proceeds of $1.3 million, before commissions and other offering costs of $0.1 million. As of September 30, 2026, we had $68.4 million of remaining availability under the Sale Agreement.
Current report
Revolving Credit Facility – In September 2026, we amended our revolving credit facility, which, among other things, increased the borrowing capacity from $15.0 million to $20.0 million.
Current report
Transfer to The Nasdaq Stock Market LLC
Current report
During 2026, we have also deployed multiple versions of HENRY, our portfolio intelligence platform. HENRY combines structured and unstructured data about a home, including macro- and micro-economic factors, structural characteristics, and nearby disamenities, to estimate an after-renovation value in a fraction of the time required by traditional underwriting, and does so in a consistent and repeatable manner. We believe this approach produces more accurate valuations than traditional automated valuation models. We have also deployed AI-driven inspection and renovation estimation tools within HENRY. Together, these mark a major step toward a platform designed to evaluate each property in the context of portfolio performance, one that we expect, over time, will integrate market data, renovation outcomes, and capital criteria to support pricing, acquisition, and asset management decisions across the full home lifecycle.
Current report
During the third quarter of 2026, the average holding period of homes sold decreased to 104 days, compared to 141 days in the second quarter of 2026. The decrease reflects the continued sell-through of our aged real estate inventory, which represented less than 3% of our real estate inventory balance as of September 30, 2026, and our increased home acquisition pace, which shifted our real estate inventory mix toward more recently acquired homes.
Current report
The average holding period typically increases in the fourth quarter due to seasonality in the real estate market during the fall and winter months. We expect this seasonal increase to be largely offset by the greater proportion of recently acquired homes in our real estate inventory, and we currently anticipate an average holding period of approximately 105 days in the fourth quarter of 2026.
Current report
However, the residential real estate market has become more challenging as a result of macroeconomic conditions, including the rapid rise in mortgage interest rates during the third quarter of 2026. In response, and to manage our risk exposure, we began slowing our home acquisition pace in October and expect to continue doing so for the foreseeable future. While this will help us manage our real estate inventory levels, a significant portion of our real estate inventory was acquired during the third quarter, and a slower acquisition pace together with more difficult market conditions may result in a longer average holding period in future periods. A longer holding period would increase our holding costs, including interest on our credit facilities, and our exposure to changes in home prices.
Current report
Our consolidated revenue decreased by $54.6 million, or 41.2%, to $78.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Current report
Other cost of revenue was $0.2 million during each of the three months ended September 30, 2026 and 2025 and principally includes costs associated with Cash Offer Marketplace transactions in both periods.
Current report
Sales, marketing and operating expense decreased by $1.8 million, or 18.2%, to $8.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to reduced variable costs associated with the decrease in homes sold.
Current report
Change in Fair Value and Expiration of Warrant Liabilities
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Not meaningful
Current report
Our consolidated revenue decreased by $217.9 million, or 48.0%, to $235.8 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Current report
Change in Fair Value and Expiration of Warrant Liabilities
Current report
Sale Agreement – During the three months ended September 30, 2026, we sold 318,170 shares of our common stock under the Sale Agreement for aggregate gross proceeds of $1.3 million, before commissions and other offering costs of $0.1 million. As of September 30, 2026, we had $68.4 million of remaining availability under the Sale Agreement.
Current report
Revolving Credit Facility – In September 2026, we amended our revolving credit facility, which, among other things, increased the borrowing capacity from $15.0 million to $20.0 million.
Removed paragraphs (23)
Previous report
During the first half of 2026, the residential real estate market conditions continued to be negatively impacted by the ongoing housing affordability pressures, weakened consumer confidence and concerns associated with the macroeconomic and geopolitical environments, including the conflict in the Middle East which began towards the end of the first quarter of 2026. Additionally, the mortgage interest rate environment has remained elevated during 2026, with the average thirty-year fixed mortgage rate starting the year around 6%, before gradually increasing to around 6.5% at the end of June 2026. The cumulative impact of these factors continue to cause uncertainty in the market and challenge consumer confidence, resulting in decreased consumer demand for residential real estate and lower than normal real estate transaction volumes. We expect the uncertainty resulting from the Middle East conflict could 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.
Previous report
In response to these prevailing market conditions during the first six months of 2026, we have maintained our focus on refining our operating model with the intention of improving acquisition accuracy, customer engagement, and capital efficiency across the transaction lifecycle. We believe the launch of our AI-powered homeowner intelligence platform, along with our AI-driven portfolio intelligence platform during the first quarter of 2026, has allowed 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.
Previous report
Further, our gross profit margin was 9.2% during the second quarter of 2026, the highest level since late 2023. Lastly, our focus on cost reduction and operational efficiencies throughout the business continues to be reflected in our lower cost structure, as we achieved year-over-year improvement in our net loss for the sixth consecutive quarter.
Previous report
January 2026 Registered Direct Offering
Previous report
April 2025 NYSE Notification
Previous report
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.
Previous report
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 “Cure Period”). As a result, we are subject to quarterly monitoring for compliance with the business plan.
Previous report
The April 2025 NYSE Notification has had no 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 Cure Period, subject to our compliance with the other continued listing standards of the NYSE and continued periodic review by the NYSE of our progress with respect to the business plan.
Previous report
March 2026 NYSE Notification
Previous report
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.
Previous report
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. On June 3, 2026, at our 2026 Annual Meeting of Stockholders, our stockholders approved a reverse stock split of our Class A common stock in order to regain compliance with the minimum closing price requirement. On June 8, 2026, we filed a certificate of amendment to our Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split, and our Class A common stock began trading on a split-adjusted basis at market open on June 9, 2026.
Previous report
Under the NYSE’s rules, the price condition is 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. On July 1, 2026, we were notified by the NYSE that the average closing price of our Class A common stock exceeded the minimum $1.00 per share requirement on a 30-trading day average. Accordingly, we have regained compliance with Section 802.01C of the NYSE Listed Company Manual. However, there is also no assurance that we will maintain compliance with this or the other listing standards of the NYSE.
Previous report
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, and is intended to support 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.
Previous report
During the second quarter of 2026, the average holding period of homes sold decreased to 141 days as we sold through our aged real estate inventory and increased our home acquisition pace, causing a shift in our overall real estate inventory mix to include a higher composition of newer acquired homes. Based on our current expectations, we anticipate our average real estate inventory holding period will continue to decline in the third quarter of 2026 as we steadily increase our home acquisition pace and our overall real estate inventory mix continues to shift and includes a greater composition of newly acquired homes. However, as there continues to be an increased level of uncertainty in the residential real estate market, and given our focus on effectively managing and mitigating our risk exposure, we intend to continue balancing our home acquisition pace to manage our real estate inventory levels, and ultimately, our average real estate inventory holding period.
Previous report
Our consolidated revenue decreased by $82.7 million, or 51.6%, to $77.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Previous report
Other cost of revenue increased by less than $0.1 million, or 24.2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to an increase in Brokerage Services transactions during the second quarter of 2026 as compared to the second quarter of 2025.
Previous report
Change in Fair Value of Warrant Liabilities
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Our consolidated revenue decreased by $163.3 million, or 50.9%, to $157.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Previous report
Sales, marketing and operating expense decreased by $11.8 million, or 43.8%, to $15.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was primarily attributable to a decrease in variable costs associated with the decrease in homes sold, decreased average employee headcount, and a $1.7 million decrease in advertising expense as we continue to reposition and optimize our marketing efforts in response to the increased level of uncertainty in the residential real estate market in recent years.
Previous report
Change in Fair Value of Warrant Liabilities
Previous report
Sale Agreement – We have an active Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC, under which we may offer and sell up to $100,000,000 of our Class A common stock from time to time in any manner deemed to be an “at the market” offering. We have no obligation to sell any shares under the Sale Agreement, but we may do so from time to time. No shares were sold under the Sale Agreement during the six months ended June 30, 2026, and we had $69.7 million of remaining availability under the Sale Agreement as of June 30, 2026.
Previous report
During July 2026, our mezzanine secured credit facility with financial institution 1 expired and was not renewed. Additionally, in connection with the July 2026 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 March 2027.
Reworded paragraphs (77)
Previous wording
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.
Current wording
Our business and operating results are impacted by 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, the foundation of our business and the source of the substantial majority of our consolidated revenue, depends on a high volume of residential real estate transactions in the markets where we operate. While we have expanded our services beyond Cash Offer, including renovation services through our Renovate solution and other services designed to meet the needs of sellers and partners across multiple transaction paths, U.S. residential real estate transaction volumes continue to affect substantially all of the ways we generate revenue.
Previous wording
Given the current market conditions, we remain committed to 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 third quarter of 2026. As a result of these market dynamics, we may be required to use similar pricing adjustments and incentives in the future, and though we currently plan to steadily increase our home acquisition pace in the near-term, we may also be required to reduce our real estate inventory or home acquisition pace in future periods in response to the prevailing market conditions at that time, as appropriate.
Current wording
Given the current market conditions, we remain committed to growing our other real estate service solutions and, within our Cash Offer solution, proactively optimizing our capital allocation across our highest performing and most efficient markets while using pricing adjustments and other incentives to drive consumer demand. These pricing adjustments have had a negative impact on our operating results over the past few years. Additionally, the sharp increase in mortgage interest rates, elevated inflation, and uncertainty regarding near-term macroeconomic conditions, which has been amplified by the Middle East conflict, make it increasingly difficult to predict the near-term direction of mortgage interest rates and consumer demand. Further, because borrowings under our secured credit facilities bear interest at a floating rate based on SOFR plus a margin, higher interest rates increase the cost of financing our real estate inventory, which has become more significant as we have increased our home acquisition pace during 2026. Inflation may also increase the cost of materials and labor for renovating homes in our real estate inventory.
Previous wording
We have been focusing 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 1,000,000 shares (the “2026 Shares”) of our Class A common stock. The 2026 Shares were sold for a purchase price of $18.00 per share, for gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).
Current wording
During 2026, we have been focusing 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, we executed the following transactions to strengthen our balance sheet and support key growth initiatives:
Previous wording
January 2026 Registered Direct Offering – During January 2026, we issued and sold 1,000,000 shares (the “2026 Shares”) of our Class A common stock for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).
Current wording
January 2026 Registered Direct Offering– In January 2026, we issued and sold 1,000,000 shares of our Class A common stock (“common stock”) for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).
Previous wording
New York Stock Exchange Listing Notices
Current wording
In August 2026, our board of directors (the “Board”) authorized the voluntary withdrawal of our common stock listing from the New York Stock Exchange (“NYSE”) and transfer of the listing of our common stock to The Nasdaq Capital Market. We subsequently ceased trading of our common stock on the NYSE at the close of trading on August 28, 2026 and we began trading our common stock on The Nasdaq Stock Market LLC on August 31, 2026.
Previous wording
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 as of December 31, 2025 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.
Current wording
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 active metropolitan markets as of December 31, 2025 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.
Previous wording
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.
Current wording
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 Offer service, but a higher margin.
Previous wording
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.
Current wording
The residential real estate market is seasonal and varies from market to market. Typically, the greatest number of transactions occurs 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.
Previous wording
During the first quarter of 2026, we deployed the first iteration of SCOUT, our AI-powered homeowner intelligence platform, across all markets. SCOUT integrates seller inputs with third-party data, public records, and proprietary data and is designed to inform acquisition and routing decisions prior to a cash offer or other solution being presented to the seller.
Current wording
During the first quarter of 2026, we launched the first iteration of SCOUT, our AI-powered homeowner intelligence platform, across all markets. SCOUT integrates seller inputs with third-party data, public records, and proprietary data and is designed to inform acquisition and routing decisions prior to a cash offer or other solution being presented to the seller.
Previous wording
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, and manage and mitigate our risk exposure more effectively.
Current wording
We believe the implementation of our portfolio intelligence platform during 2026, 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, and manage and mitigate our risk exposure more effectively.
Previous wording
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.
Current wording
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 that 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.
Previous wording
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.
Current wording
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 our 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.
Previous wording
We view this metric as an important measure of business performance as it captures the unit level performance isolated to real estate transactions 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.
Current wording
We view this metric as an important measure of business performance as it captures the unit-level performance isolated to real estate transactions in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflows directly associated with a specific resale cohort.
Previous wording
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.
Current wording
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 cost 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.
Previous wording
Real estate inventory valuation adjustment – current period is the real estate inventory valuation adjustments recorded during the period presented associated with homes that remain in real estate inventory at period end.
Current wording
Real estate inventory valuation adjustment – current period represents the real estate inventory valuation adjustments recorded during the period presented associated with homes that remain in real estate inventory at period end.
Previous wording
Real estate inventory valuation adjustment – prior period is the real estate inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
Current wording
Real estate inventory valuation adjustment – prior period represents the real estate inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
Previous wording
Direct selling costs represents selling costs incurred related to homes sold in the period presented. This primarily includes broker commissions and title and escrow closing fees.
Current wording
Direct selling costs represent selling costs incurred related to homes sold in the period presented. This primarily includes broker commissions and title and escrow closing fees.
Previous wording
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.
Current wording
We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures that 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.
Previous wording
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.
Current wording
We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value and expiration of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.
Previous wording
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 and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
Current wording
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 and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.
Previous wording
Cash Offer revenue decreased by $80.3 million, or 52.8%, to $71.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 206 homes during the three months ended June 30, 2026 compared to 452 homes during the three months ended June 30, 2025, representing a decrease of 54.4%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace during 2025 as part of our effort to balance our real estate inventory levels, resulting in a fewer number of homes in real estate inventory during the first half of 2026.
Current wording
Cash Offer revenue decreased by $50.6 million, or 41.2%, to $72.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 210 homes during the three months ended September 30, 2026 compared to 367 homes during the three months ended September 30, 2025, representing a decrease of 42.8%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory available for sale during the third quarter of 2026.
Previous wording
This decrease in homes sold was partially offset by an increase in the average resale home price from $344,000 in the three months ended June 30, 2025 to $356,000 in the three months ended June 30, 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 June 30, 2026 as compared to the three months ended June 30, 2025.
Current wording
This decrease in homes sold was partially offset by an increase in the average resale home price from $342,000 in the three months ended September 30, 2025 to $351,000 in the three months ended September 30, 2026. This increase was primarily due to higher average acquisition prices of homes sold during the period, along with fewer price reductions, as homes sold during the three months ended September 30, 2026 were held for a shorter period on average than homes sold during the three months ended September 30, 2025.
Previous wording
Renovate revenue decreased by $1.6 million, or 25.6%, to $4.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Renovate revenue was primarily attributable to a decrease in the average renovation transaction value from $20,400 per home during the three months ended June 30, 2025 to $14,400 per home during the three months ended June 30, 2026. This decrease was partially offset by an increase in renovation volumes. We completed 332 renovation projects during the three months ended June 30, 2026 compared to 315 renovation projects during the three months ended June 30, 2025, representing an increase of 5.4%.
Current wording
Renovate revenue decreased by $3.3 million, or 39.0%, to $5.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in Renovate revenue was primarily attributable to a decrease in renovation volumes. We completed 400 renovation projects during the three months ended September 30, 2026 compared to 525 renovation projects during the three months ended September 30, 2025, representing a decrease of 23.8%. The decrease in Renovate revenue was also due to a decrease in the average renovation revenue per project from $16,200 during the third quarter of 2025 to $12,900 during the third quarter of 2026.
Previous wording
Other revenue, which includes revenue generated by our Cash Offer Marketplace and Brokerage Services solutions, decreased by $0.7 million, or 37.9%, to $1.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in revenue is primarily due to a decrease in the number of Cash Offer Marketplace transactions during the second quarter of 2026 as compared to the second quarter of 2025. This decrease was partially offset by an increase in Brokerage Services transactions, which includes HomePro and Agent Partnership Program.
Current wording
Other revenue, which includes revenue generated by our Cash Offer Marketplace and Brokerage Services solutions, decreased by $0.7 million, or 52.0%, to $0.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in revenue was primarily due to a decrease in the number of Cash Offer Marketplace transactions during the third quarter of 2026 as compared to the third quarter of 2025.
Previous wording
Our consolidated cost of revenue decreased by $75.6 million, or 51.7%, to $70.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current wording
Our consolidated cost of revenue decreased by $51.8 million, or 42.0%, to $71.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Previous wording
Cash Offer cost of revenue decreased by $74.3 million, or 52.7%, to $66.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to lower sales volumes.
Current wording
Cash Offer cost of revenue decreased by $49.0 million, or 42.1%, to $67.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to lower sales volumes.
Previous wording
Renovate cost of revenue decreased by $1.3 million, or 25.6%, to $3.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to a lower average renovation transaction cost per home, from $16,200 per home during the three months ended June 30, 2025 to $11,500 per home during the three months ended June 30, 2026, which was partially offset by an increase in the volume of renovation projects.
Current wording
Renovate cost of revenue decreased by $2.7 million, or 40.8%, to $4.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to a decrease in the volume of renovation projects during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was also due to a lower average renovation cost per project of $9,900 during the third quarter of 2026 compared to $12,800 during the third quarter of 2025.
Previous wording
Our consolidated gross profit margin was 9.2% for the three months ended June 30, 2026 compared to 8.9% for the three months ended June 30, 2025.
Current wording
Our consolidated gross profit margin was 8.3% for the three months ended September 30, 2026 compared to 7.0% for the three months ended September 30, 2025.
Previous wording
Cash Offer gross profit margin was 7.2% for the three months ended June 30, 2026 compared to 7.3% for the three months ended June 30, 2025. The slight decrease in gross profit margin was primarily due to a higher average real estate inventory holding period during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in gross profit margin was partially offset by a decrease in the real estate inventory valuation adjustment, from $1.1 million during the three months ended June 30, 2025 to $0.3 million during the three months ended June 30, 2026.
Current wording
Cash Offer gross profit margin was 6.6% for the three months ended September 30, 2026 compared to 5.2% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to a decrease in the real estate inventory valuation adjustment, from $2.0 million during the three months ended September 30, 2025 to $0.2 million during the three months ended September 30, 2026, along with a lower average real estate inventory holding period during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Previous wording
Renovate gross profit margin was unchanged at 20.2% for each of the three months ended June 30, 2026 and 2025 as the mix of our renovation projects and the associated project and service fees remained relatively consistent during each of the respective periods.
Current wording
Renovate gross profit margin was 23.3% for the three months ended September 30, 2026 compared to 20.9% for the three months ended September 30, 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.
Previous wording
Other gross profit margin was 89.6% for the three months ended June 30, 2026 compared to 94.8% for the three months ended June 30, 2025. The decrease 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 gross profit, and represented a smaller component of Other gross profit during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current wording
Other gross profit margin was 74.0% for the three months ended September 30, 2026 compared to 85.8% for the three months ended September 30, 2025. The decrease in gross profit margin was primarily due to a shift in the product mix of the service 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 gross profit, and represented a smaller component of Other gross profit during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Previous wording
General and administrative expense decreased by $1.0 million, or 13.0%, to $6.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to reductions in fees associated with legal and other professional obligations, operating lease costs, and lender fees in connection with reduced borrowings on our credit facilities.
Current wording
General and administrative expense increased by $1.4 million, or 27.7%, to $6.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily attributable to increased fees associated with legal and other professional obligations and increased average employee headcount.
Previous wording
Technology and development expense decreased by less than $0.1 million, or 3.2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily attributable to lower software subscription fees and decreased average employee headcount, which was partially offset by higher third-party consulting fees.
Current wording
Technology and development expense increased by $0.2 million, or 25.0%, to $1.0 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily attributable to higher third-party consulting fees and increased average employee headcount, which was partially offset by lower software subscription fees.
Previous wording
Change in fair value of warrant liabilities for the three months ended June 30, 2026 and 2025 represents gains of $0.1 million and $0.3 million, respectively, as a result of the fair value adjustment of our warrant liabilities.
Current wording
Change in fair value and expiration of warrant liabilities during the three months ended September 30, 2026 represents a gain of $0.1 million as a result of the expiration of our warrant liabilities, and a loss of $1.0 million during the three months ended September 30, 2025, as a result of the fair value adjustment of our warrant liabilities.
Previous wording
Interest expense decreased by $2.3 million, or 62.2%, to $1.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to a $123.0 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $213.6 million during the three months ended June 30, 2025 to $90.6 million during the three months ended June 30, 2026. The decrease in expense was also due to a 0.2% 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.
Current wording
Interest expense decreased by $1.4 million, or 38.9%, to $2.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to a $31.7 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $192.5 million during the three months ended September 30, 2025 to $160.8 million during the three months ended September 30, 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, and an additional $5.0 million borrowed under the facility in September 2026.
Previous wording
Other income, net principally represents interest income earned on our cash and cash equivalents during each of the six months ended June 30, 2026 and 2025. Other income, net also includes losses from the disposal of property and equipment in both periods.
Current wording
Other income, net principally represents interest income earned on our cash and cash equivalents during each of the three months ended September 30, 2026 and 2025, along with losses from the disposal of property and equipment in both periods.
Previous wording
We recorded income tax expense of less than $0.1 million and $0.1 million during the six months ended June 30, 2026 and 2025, respectively, and our effective tax rate was an expense of 0.2% and 0.3% during the respective periods. Our effective tax rate during the six months ended June 30, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards.
Current wording
We recorded income tax expense of less than $0.1 million and $0.4 million during the three months ended September 30, 2026 and 2025, respectively, and our effective tax rate was an expense of 0.1% and 3.4% during the respective periods. Our effective tax rate during the three months ended September 30, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards.
Previous wording
Cash Offer revenue decreased by $160.7 million, or 52.5%, to $145.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 417 homes during the six months ended June 30, 2026 compared to 912 homes during the six months ended June 30, 2025, representing a decrease of 54.3%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace during 2025 as part of our effort to balance our real estate inventory levels, resulting in a fewer number of homes in real estate inventory during the first half of 2026.
Current wording
Cash Offer revenue decreased by $211.2 million, or 49.3%, to $217.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 627 homes during the nine months ended September 30, 2026 compared to 1,279 homes during the nine months ended September 30, 2025, representing a decrease of 51.0%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory available for sale during the nine months ended September 30, 2026.
Previous wording
This decrease in homes sold was partially offset by an increase in the average resale home price from $342,000 in the six months ended June 30, 2025 to $356,000 in the six months ended June 30, 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 six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Current wording
This decrease in homes sold was partially offset by an increase in the average resale home price from $342,000 in the nine months ended September 30, 2025 to $354,000 in the nine months ended September 30, 2026. This increase was primarily due to higher average acquisition prices of homes sold in the respective periods.
Previous wording
Renovate revenue decreased by $1.2 million, or 10.6%, to $10.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in Renovate revenue was primarily attributable to a decrease in the average renovation transaction value from $22,400 per home during the six months ended June 30, 2025 to $14,300 per home during the six months ended June 30, 2026. This decrease in revenue was partially offset by higher renovation volumes. We completed 735 renovation projects during the six months ended June 30, 2026 compared to 524 renovation projects during the six months ended June 30, 2025, representing an increase of 40.3%.
Current wording
Renovate revenue decreased by $4.5 million, or 22.5%, to $15.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in Renovate revenue was primarily attributable to a decrease in the average renovation transaction value from $19,300 per home during the nine months ended September 30, 2025 to $13,800 per home during the nine months ended September 30, 2026. This decrease in revenue was partially offset by higher renovation volumes. We completed 1,135 renovation projects during the nine months ended September 30, 2026 compared to 1,049 renovation projects during the nine months ended September 30, 2025, representing an increase of 8.2%.
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Current report — wording carried from elsewhere
September 30, 2025. The decrease in revenue was also due to the transition from our historical listing service offering as we shifted our focus to agent-led pathways in our Brokerage Services solution.
Current report — wording carried from elsewhere
January 2026 Registered Direct Offering – In January 2026, we issued and sold 1,000,000 shares of our common stock for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).