Offerpad Solutions Inc.

Note 1. Nature of Operations and Significant Accounting Policies

Description of Business

Offerpad is a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and selling a home. Founded in 2015, the Company combines proprietary technology with local real estate expertise to simplify the home sale process and reduce friction across the transaction lifecycle, helping customers move forward with speed, transparency, and confidence. The Company provides cash offers, brokerage services, access to additional cash buyers through marketplace-enabled capabilities, and renovation services that support both internal transactions and third-party partners.

The Company is headquartered in Tempe, Arizona and operates in over 1,900 cities and towns in 27 metropolitan markets across 18 states as of September 30, 2026.

Basis of Presentation and Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report on Form 10-K as filed with the SEC on February 24, 2026.

The accompanying financial information reflects all adjustments which are, in the opinion of the Company’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods.

Reverse Stock Split

On June 3, 2026, at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved a reverse stock split of the Company’s Class A common stock with a par value of $0.0001 per share (“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. Following the Annual Meeting, the Board approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. On June 8, 2026, the Company filed a certificate of amendment to its Fourth Restated Certificate of Incorporation (as amended from time to time, 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”.

As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding at 5:00 p.m. Eastern Time on June 8, 2026 (the “Effective Time”) were automatically converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder received a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of common stock (as adjusted for the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on June 8, 2026, the last trading day immediately preceding the Effective Time.

Further, proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. Additionally, for the warrants issued by the Company during July 2025, the number of shares of common stock issuable on exercise of each warrant was proportionately decreased, and the exercise price was proportionately increased.

All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Real Estate Inventory

Real estate inventory consists of acquired homes and is carried at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses.

The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value.

For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes is adjusted to net realizable value, which is determined using the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes is adjusted to net realizable value, which is determined using the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions.

The Company recorded real estate inventory valuation adjustments of$0.2 million and$2.0 million during thethree months ended September 30, 2026 and 2025, respectively, and$0.9 million and$4.8 million during the nine months ended September 30, 2026 and 2025, respectively. Refer to Note 2. Real Estate Inventory, for further details.

Recent Accounting Standards

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard which is intended to improve an entity’s expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027, and subsequent interim periods, using either a prospective or retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements.

Interim Reporting

In December 2025, the FASB issued a new standard which is intended to provide clarity on an entity’s interim reporting disclosure requirements. The new standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Accordingly, the new standard is effective for the Company’s

Quarterly Report on Form 10-Q for the quarter ending March 31, 2028, using either a prospective or retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements.

Note 2. Real Estate Inventory

The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends:

Note 3. Property and Equipment

Property and equipment consist of the following as of the respective period ends:

Depreciation expense was$0.3 million and$0.2 million during thethree months ended September 30, 2026 and 2025, respectively, and$0.9 million and$0.7 million during the nine months ended September 30, 2026 and 2025, respectively.

Note 4. Leases

As of September 30, 2026, the Company’s operating lease arrangements consist of its corporate headquarters in Tempe, Arizona, and field office facilities in certain metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of 1 year to 10 years, and some leases contain multi-year renewal options. The Company does not have any finance lease arrangements.

The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. Operating lease costs were$0.4 million during each of the three months ended September 30, 2026 and 2025, and$1.2 million and$1.8 million during the nine months ended September 30, 2026 and 2025, respectively. Variable and short-term lease costs were less than $0.1 million during each of thethree months ended September 30, 2026 and 2025, and less than $0.1 million and$0.1 million during the nine months ended September 30, 2026 and 2025, respectively.

Supplemental information related to leases was as follows:

There wereno right-of-use assets obtained in exchange for new or acquired operating lease liabilities during each of thethree and nine months ended September 30, 2026 and 2025.

The Company’s operating lease liability maturities as of September 30, 2026 are as follows:

The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends:

In October 2026, the Company agreed to terminate its corporate headquarters operating lease in Tempe, Arizona, effective November 30, 2026.

Note 5. Accrued and Other Liabilities

Accrued and other current liabilities consist of the following as of the respective period ends:

The Company incurred advertising expenses of$1.7 million and$1.6 million during the three months ended September 30, 2026 and 2025, respectively, and$4.4 million and$6.0 million during the nine months ended September 30, 2026 and 2025, respectively.

Other long-term liabilities consist of the non-current portion of operating lease liabilities as of September 30, 2026 and December 31, 2025.

Note 6. Credit Facilities and Other Debt

The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends:

The following details the classification of the Company’s credit facilities and other debt, as of the respective period ends:

The Company utilizes financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s senior and mezzanine secured credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within twelve months.

Under the Company’s senior and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. The borrowing capacity is generally expected to be available until the end of the applicable revolving period as reflected in the tables below, and the borrowing capacity availability period may be extended after the end of the revolving period, subject to the applicable lender’s discretion. Outstanding amounts drawn under the Company’s secured credit facilities are required to be repaid on the respective facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

The Company’s senior and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.

Senior Secured Credit Facilities

The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates):

As of September 30, 2026, the Company had multiple senior secured credit facilities, including one with a related party. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Additionally, the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee, a usage fee and/or fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of its special purpose entities’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed.

During October 2026, the Company amended and restated its senior secured credit facility with financial institution 4, which, among other things, extended the revolving period to September 2027 and the final maturity date to March 2028. Additionally, in October 2026, the Company amended and restated its senior secured credit facility with financial institution 5, which, among other things, increased the uncommitted borrowing capacity to $200 million.

Mezzanine Secured Credit Facilities

The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates):

As of September 30, 2026, the Company had one mezzanine secured credit facility with a related party. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Additionally, the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee, a usage fee and/or fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse against the Company with limited exceptions.

The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities.

Maturities

Certain of the Company’s secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. Though the Company may from time to time adjust the composition of its credit facilities to correspond with its anticipated financing requirements, which may include modifying the available capacity under such credit facilities, or realigning the credit facility provider mix, the Company expects to enter into new financing arrangements or amend its existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals and entering into new financing facilities. The Company believes its existing cash on hand, proceeds from the resale of homes, fees and commissions earned from its other real estate service solutions, and cash from future borrowings available under each of the Company’s existing credit facilities, or the entry into additional new debt financing arrangements or further issuances of equity securities, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least twelve months following the date these condensed consolidated financial statements are issued.

Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities

The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of September 30, 2026, the Company was in compliance with all covenants and no event of default had occurred.

Senior Secured Debt - Other

The Company has a borrowing arrangement with a financial institution to support purchases of real estate inventory. Borrowings under this arrangement accrue interest at a rate based on a SOFR reference rate, plus a margin. As of September 30, 2026 and December 31, 2025, the weighted-average interest rate under the Company’s other senior secured debt was 8.26% and 8.92%, respectively.

Revolving Credit Facility

The Company has a revolving credit facility with a three-year term expiring in July 2028. In September 2026, the Company amended its revolving credit facility, which, among other things, increased the borrowing capacity from $15.0 million to $20.0 million. Borrowings under the revolving credit facility accrue interest at 8.50% per annum and are secured by certain of the Company’s assets. The revolving credit facility includes customary financial and other covenants, such as maintaining a minimum level of liquidity, and events of default. As of September 30, 2026, the Company was in compliance with all covenants and no event of default had occurred.

Note 7. Warrant Liabilities

As a result of the Company’s business combination on September 1, 2021, the Company had outstanding warrant liabilities consistingof 19.4 million public warrants and 2.4 million private placement warrants. Prior to the Reverse Stock Split, every 15 warrants were exercisable to purchase one share of common stock at an exercise price of $172.50 per share. As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, the number of shares of common stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 150 shares of common stock that could be purchased pursuant to the exercise of warrants represented one share of common stock that could be purchased pursuant to such warrants. Accordingly, every 150 warrants were exercisable for one share of common stock at an exercise price of$1,725.00 per share.

The Company’s public and private placement warrants had a five-year exercise period that ended on September 1, 2026, after which the warrants expired unexercised. Upon expiration of the public and private placement warrants, the Company derecognized the warrant liability of $0.1 million, with the corresponding offset recorded in the Change in fair value and expiration of warrant liabilities in the condensed consolidated statements of operations.

Following this expiration, the Company’s only outstanding warrants are those issued and sold during July 2025, which are equity-classified. Refer to Note 9. Stockholders’ Equity, for further details.

Note 8. Fair Value Measurements

The fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short-term nature. The Company’s credit facilities are carried at amortized cost and the carrying value approximates fair value because of their short-term nature.

As described in Note 7. Warrant Liabilities, the Company’s public and private placement warrants expired on September 1, 2026. Prior to expiration, the public warrants were measured at fair value using Level 1 inputs and the private placement warrants were measured at fair value using Level 3 inputs.

As of December 31, 2025, the Company’s liabilities measured at fair value on a recurring basis consisted of the following:

Public Warrants

Prior to expiration, the public warrants were traded on an over-the-counter market, and the fair value of the public warrants was estimated based on the quoted market price of such warrants on the valuation date. The Company recorded changes in the fair value and the expiration of the public warrants of less than $0.1 million and $(0.7) million during thethree months ended September 30, 2026 and 2025, respectively, and $0.2 million and $(0.7) million during the nine months ended September 30, 2026 and 2025, respectively. These changes are recorded in Change in fair value and expiration of warrant liabilities in the condensed consolidated statements of operations.

Private Placement Warrants

The following summarizes the changes in the Company’s private placement warrant liabilities, which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods:

Prior to expiration, the Company generally used the Black-Scholes-Merton option-pricing model to determine the fair value of the private placement warrants, with assumptions including expected volatility, expected life of the warrants, associated risk-free interest rate, and expected dividend yield.

There wereno transfers between Levels 1, 2, and 3 during thethree and nine months ended September 30, 2026 and 2025.

Note 9. Stockholders’ Equity

Authorized Capital Stock

The Company is authorized to issue 2,100,000,000 shares of capital stock, which consist of 2,000,000,000 shares of Class A common stock and 100,000,000 shares of preferred stock, both of which have a par value of $0.0001 per share.

Class A Common Stock

Market Information

Effective August 31, 2026, the Company voluntarily transferred the listing of its common stock from the New York Stock Exchange to The Nasdaq Stock Market LLC. The Company’s common stock continues to trade under the symbol “OPAD”.

January 2026 Registered Direct Offering

During January 2026, the Company issued and sold 1,000,000 shares of its 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).

Sale Agreement

The Company has an active Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC, under which the Company may offer and sell up to $100,000,000 of its common stock from time to time in any manner deemed to be an “at the market” offering. The Company has no obligation to sell any shares under the Sale Agreement but may do so from time to time.

During the three months ended September 30, 2026, the Company sold 318,170 shares of its 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, the Company had$68.4 million of remaining availability under the Sale Agreement.

2025 Warrants

During July 2025, the Company issued warrants (“2025 Warrants”) to purchase shares of its common stock. The 2025 Warrants became exercisable on January 26, 2026 and will expire on January 26, 2030. The 2025 Warrants are classified as equity securities based on the terms and conditions included in the agreements.

Prior to the Reverse Stock Split, the 2025 Warrants were exercisable to purchase up to 1,428,571 shares of the Company’s common stock and had an exercise price of $2.30 per share.

As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, the number of shares of common stock issuable on exercise of each warrant was proportionately decreased and the exercise price per share was proportionately increased. Accordingly, following the Reverse Stock Split, the 2025 Warrants represent the right to purchase an aggregate of 142,857 shares of common stock, each with an exercise price of $23.00 per share.

Shares Outstanding

As of September 30, 2026, the Company had 5,137,774 shares of Class A common stock issued and outstanding.

Preferred Stock

As of September 30, 2026, there wereno shares of preferred stock issued and outstanding.

Dividends

The Company’s common stock is entitled to dividends if and when any dividend is declared by the Company’s Board, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company’s business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Board and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Board may deem relevant.

Note 10. Stock-Based Awards

2021 Equity Incentive Plans

Incentive Award Plan

Pursuant to the terms of the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”), the number of shares of the Company’s common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year through January 1, 2031. The overall share limit automatically increased on January 1, 2026, following which there were 7,382,591 shares reserved for issuance under the 2021 Plan. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards under the 2021 Plan and the number of shares issuable under the Company’s 2021 Plan and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. Following the Reverse Stock Split, there were 738,257 shares reserved for issuance under the 2021 Plan as of September 30, 2026.

As of September 30, 2026, the Company had outstanding restricted stock units (“RSUs”), other stock or cash-based awards, and stock options that have been granted under the 2021 Plan.

Employee Stock Purchase Plan

Pursuant to the terms of the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”), the number of shares of the Company’s common stock available for issuance under the ESPP increases annually on the first day of each calendar year through January 1, 2031. The overall share limit automatically increased on January 1, 2026, following which there were 419,674 shares reserved for issuance under the ESPP. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock issuable under the ESPP. Following the Reverse Stock Split, there were 41,967 shares reserved for issuance under the ESPP as of September 30, 2026. No shares have been issued under the ESPP.

Restricted Stock Units

The following summarizes RSU award activity during thenine months ended September 30, 2026, after taking into account the Reverse Stock Split:

As of September 30, 2026,0.1 million RSUs had vested but had not yet been settled in shares of the Company’s common stock, pursuant to elections made by certain non-employee members of the Board to defer settlement thereof under the Offerpad Solutions Inc. Deferred Compensation Plan for Directors.

As of September 30, 2026, the Company had$4.4 million of unrecognized stock-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 1.76 years. The fair value of RSUs that vested and settled during the nine months ended September 30, 2026 and 2025 was$2.7 million and$2.4 million, respectively.

Other Cash or Stock-Based Awards

The Company didnot grant any other cash or stock-based awards during thenine months ended September 30, 2026.

As of September 30, 2026, the Company had$0.8 million of unrecognized stock-based compensation expense related to unvested other cash or stock-based awards granted in prior periods. This expense is expected to be recognized over a weighted average period of 1.20 years.

Stock Options

The following summarizes stock option activity during thenine months ended September 30, 2026, after taking into account the Reverse Stock Split:

As of September 30, 2026, all of the Company’s outstanding stock options were fully vested, and all associated stock-based compensation expense has been recognized. The fair value of stock options that vested during each of the nine months ended September 30, 2026 and 2025 was immaterial.

Stock-Based Compensation Expense

The following details stock-based compensation expense for the respective periods:

Note 11. Variable Interest Entities

The Company formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties. Each SPE is a wholly owned subsidiary of the Company and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities, and the Company is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within the Company’s condensed consolidated financial statements.

The following summarizes the assets and liabilities related to the VIEs as of the respective period ends:

Note 12. Earnings Per Share

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares plus the incremental effect of dilutive potential common shares outstanding during the period. In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The components of basic and diluted earnings per share are as follows:

(1)Due to the net loss during each of thethree and nine months ended September 30, 2026 and 2025, no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive.

Note 13. Income Taxes

The Company determines its interim tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to its income (loss) before income taxes for the period. The Company’s effective tax rate is dependent on several factors, such as tax rates in state jurisdictions and the relative amount of income the Company earns in the respective jurisdiction.

The following details income tax information for the respective periods:

The Company’s effective tax rate during the three and nine months ended September 30, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards. The valuation allowance recorded against the Company’s net deferred tax assetswas$133.0 million as of September 30, 2026.

As of September 30, 2026, the Company continues to have a full valuation allowance recorded against its net deferred tax assets and will continue to evaluate its valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if the Company employs tax planning strategies in the future.

The Internal Revenue Code (the “IRC”) contains provisions that limit the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. As a result of the Company’s registered direct offering in January 2026, the Company determined that an ownership change occurred as of January 13, 2026. Consequently, the Company’s ability to utilize its net operating loss carryforwards and tax credit carryforwards that existed as of January 13, 2026 is subject to annual limitations. To the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of utilization or the expiration of the relevant carryforward period.

Note 14. Related-Party Transactions

LL Credit Facilities

As of September 30, 2026, the Company hadone senior secured credit facility andone mezzanine secured credit facility with affiliates of LL Capital Partners I, L.P. (“LL Capital”), a related party. Roberto Sella, who is a member of the Board and holds more than 5% of the Company’s common stock, is the managing partner of LL Funds, LLC.

The following summarizes certain details related to these facilities, which are further described in Note 6. Credit Facilities and Other Debt:

Since March 2020, the Company has been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital. Under the LL Mezz Loan Agreement, the Company may borrow funds during the revolving/withdrawal period up to a maximum principal amount of$35.0 million.

Since October 2025, the Company has also been party to a senior loan and security agreement (the “2025 LL Senior Loan Agreement”) with LL Private Lending Fund II, L.P. Under the 2025 LL Senior Loan Agreement, the Company may borrow funds during the revolving/withdrawal periodup to a maximum principal amount of $15.0 million.

From October 2016 through February 2026, the Company was party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital. The LL Funds Loan Agreement was comprised of a senior secured credit facility and a mezzanine secured credit facility. During February 2026, the LL Funds Loan Agreement expired and was not renewed.

The Company paid interest for borrowings under the LL credit facilities of$0.1 million and$1.0 million during the three months ended September 30, 2026 and 2025, respectively, and$0.3 million and$3.8 million during the nine months ended September 30, 2026 and 2025, respectively.

Use of First American Financial Corporation’s Services

First American Financial Corporation (“First American”), which holds more than 5% of the Company’s common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. Additionally, Kenneth DeGiorgio, who is a member of the Company’s Board, was the chief executive officer of First American through early April 2025. The Company uses First American’s services in the ordinary course of its home-buying and home-selling activities. The Company paid First American less than $0.1 million and$0.4 million during the three months ended September 30, 2026 and 2025, respectively, and$0.1 million and$2.2 million during the nine months ended September 30, 2026 and 2025, respectively, for its services, inclusive of the fees for property data services.

Compensation of Immediate Family Members of Brian Bair

Offerpad employs Brian Bair’s brother and sister-in-law, Mr. Vaughn Bair and Ms. Katie Bullard, respectively. The following details the total compensation paid to Mr. Vaughn Bair and Ms. Katie Bullard during each of the respective periods:

The Company didnot grant any equity awards to Mr. Vaughn Bair or Ms. Katie Bullard during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company granted 43,043 RSUs to Mr. Vaughn Bair and 2,000 RSUs to Ms. Katie Bullard.

Note 15. Commitments and Contingencies

Home Purchase Commitments

As of September 30, 2026, the Company was under contract to purchase 133 homes for an aggregate purchase price of$40.9 million.

Lease Commitments

As of September 30, 2026, the Company’s operating lease arrangements consist of its corporate headquarters in Tempe, Arizona, and field office facilities in certain metropolitan markets in which the Company operates in the United States. Refer to Note 4. Leases, for further details.

Legal and Other Matters

The Company is subject to various actions, claims, suits and other legal proceedings that arise in the ordinary course of business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company records accruals for loss contingencies when it is probable that a loss will occur, and the amount of such loss can be reasonably estimated. The Company is not currently a party to any actions, claims, suits or other legal proceedings arising in the ordinary course of business, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s condensed consolidated financial statements.

The following is a description of pending litigation that falls outside the scope of ordinary and routine litigation incidental to the Company’s business.

Class Action Alleging Breach of Fiduciary Duties

On August 26, 2024, a purported stockholder of Offerpad (the “Plaintiff”) filed a complaint against Alexander Klabin, Spencer Rascoff, Ken Fox, Jim Lanzone, Gregg Renfrew, Rajeev Singh, Robert Reid, Michael Clifton, Supernova Partners, LLC (the “Supernova Defendants”), Brian Bair, and Michael Burnett (the “Offerpad Defendants”). The case is captioned In re Supernova Partners Acquisition Co. SPAC Litigation, C.A. No. 2024-0887 (Del. Ch.) (the “Complaint”). The Complaint generally alleges that the Supernova Defendants breached their fiduciary duties, with the Offerpad Defendants aiding and abetting these breaches, in connection with the merger between OfferPad, Inc. and Supernova Partners Acquisition Company, Inc. on September 1, 2021. The Complaint seeks, among other things, monetary damages, disgorgement of any unjust enrichment, rescissory damages, pre-judgment and post-judgment interest, and reasonable attorneys’ fees and costs. On September 19, 2024, proceedings related to the Complaint were temporarily stayed. On February 24, 2025, the court dismissed the Offerpad Defendants and Supernova Partners, LLC from the Complaint without prejudice, which terminated the case as to the Offerpad Defendants. On June 30, 2025, the Plaintiff filed a notice lifting the stay, which became effective immediately. In October 2025, the parties reached an agreement in principle to resolve the matter. The settlement remains subject to court approval, which is not assured. A settlement hearing has been scheduled for December 2, 2026. The Company’s accrual associated with this matter as of September 30, 2026 reflects the terms of the agreement in principle to resolve the matter. Notwithstanding such agreement, in regard to the remaining allegations against the remaining Supernova Defendants, because of the many questions of fact and law that may arise, the outcome of this legal proceeding remains uncertain at this point.

Note 16. Segment Reporting

The Company operates in the U.S. residential real estate industry and its operating segments have been determined based on the method by which its Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), evaluates performance and allocates resources. The Company has four operating segments, none of which have been aggregated, andtwo reportable segments. The following segment reporting presentation includes the Company’s Cash Offer and Renovate reportable segments and Other, which includes the Company’s two remaining operating segments, along with Offerpad corporate activities:

•

Cash Offer, in which customers can access the Company’s website or mobile application to receive a competitive cash offer for their home and quickly close without the major inconveniences associated with traditional real estate selling.

•

Renovate, in which the Company leverages its existing logistics, operations, technology and skill-sets to provide renovation services to other businesses, allowing other companies and homeowners to utilize the Company’s renovations team to update their portfolio of homes for rent or to sell.

•

Other, which includes:

o

Cash Offer Marketplace, including Direct+ partners, in which qualified homes are routed through a marketplace of third-party buyers, providing buyers with an opportunity to purchase homes within the Company’s funnel; and

o

Brokerage Services, in which sellers can select from different agent-led pathways to sell their home, including HomePro, which connects customers with experienced agents, including both agents affiliated with the Company’s internal brokerage and independent local agents, supported by the Company’s platform, data and customer flow, and Agent Partnership Program, which provides an opportunity for third-party agents to present the Company’s cash offer as a potential solution for their customers.

During 2025, the Company revised its reportable segments due to changes in the composition of its operating segment financial results, following which, Renovate is a separate reportable segment. Accordingly, the Company has changed its presentation for all periods presented to reflect its revised segment reporting.

The Company’s CODM evaluates performance based on operating segment gross profit and uses this measure when making decisions about the allocation of operating resources to each segment, including through the annual budget and forecasting process, along with regular budget-to-actual variance analyses.

No individual customer accounted for more than 10% of the Company’s consolidated revenue duringthe three and nine months ended September 30, 2026 and 2025.

The following details segment financial information for the respective periods:

(1)Includes real estate inventory valuation adjustments of$0.2 million and$2.0 million during the three months ended September 30, 2026 and 2025, respectively, and$0.9 million and$4.8 million during the nine months ended September 30, 2026 and 2025, respectively.

The Company’s CODM is not provided with, and does not review, segment assets when evaluating performance and allocating resources to its operating segments. Accordingly, segment asset information has not been provided.

Note 17. Subsequent Events

The Company has determined that there have been no events that have occurred that would require recognition in the condensed consolidated financial statements or additional disclosure herein, except as described elsewhere in the notes to the condensed consolidated financial statements.