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Offerpad Solutions Inc.

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

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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$2.15+1.9%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)Interim CFO Employment Agreement

As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2026, the Board appointed Andrew Pieper as Interim Chief Financial Officer, effective October 20, 2026. On November 2, 2026, in connection with Mr. Pieper’s appointment, the Company entered into an amended and restated employment agreement with Mr. Pieper (the “Employment Agreement”), effective as of October 20, 2026. The material terms and conditions of the Employment Agreement are summarized below.

The term of employment under the Employment Agreement is for one year and will automatically renew for successive one-year periods, unless either party provides at least 45 days of advance written notice of the party’s intention not to renew the then-current term. Pursuant to the Employment Agreement, Mr. Pieper is entitled to receive an annual base salary of $450,000, pro-rated for partial years of employment and subject to annual review and increase by the Board or a subcommittee thereof in its discretion. In addition, he is eligible to earn annual performance bonuses, based on the achievement of individual and/or Company performance goals established by the Board, with a target equal to 75% of his then-current annual base salary (but pro-rated for 2026). The payment of any annual bonus, to the extent any such bonus becomes payable, will be made no later than March 15 of the calendar year following the calendar year for which the Board certifies in writing that performance goals have been met; any such payment will be subject to Mr. Pieper’s continued employment through the last day of the applicable calendar year.

In addition, Mr. Pieper is eligible to receive equity-based compensation awards as determined by the Board (or a subcommittee thereof) from time to time.

Under the Employment Agreement, on a termination of Mr. Pieper’s employment by the Company without “cause”, by Mr. Pieper for “good reason” (as defined in the Employment Agreement) or by reason of a non-renewal of the term by the Company (each, a “Qualifying Termination”), he is eligible to receive the following severance payments and benefits:

(i) (A) an amount equal to his then-current annual base salary, payable in substantially equal installments in accordance with the Company’s normal payroll practices over 12 months following the date of termination; or (B) if such Qualifying Termination occurs within the period commencing three months prior to and ending one year following the date on which a Change in Control (as defined in the Company’s 2021 Incentive Award Plan) is consummated (a “CIC Termination”), an amount equal to the sum of his then-current base salary and target bonus, generally payable in installments over 12 months following the date of termination or, if the CIC Termination occurs on or within one year following the Change in Control, in a single lump sum within 30 days following the date of termination;

(ii) if such Qualifying Termination is a CIC Termination, an amount equal to the pro-rata portion of his annual bonus that would have otherwise been earned for the year in which the termination occurs (determined in accordance with the Employment Agreement and pro-rated based on the number of days Mr. Pieper was employed by the Company during such year), payable no later than March 15 of the year following the year in which the termination occurs;

(iii) Company-paid healthcare coverage and life insurance for up to 12 months following the date of termination; and

(iv) if such Qualifying Termination is a CIC Termination, any then-outstanding unvested Company equity compensation award that vests solely based on time shall become fully vested on an accelerated basis as of the date of termination (or upon the Change in Control, if later), and any equity compensation awards that are subject to performance conditions shall be treated in accordance with the terms and conditions set forth in the applicable award agreement.

The eligibility of Mr. Pieper to receive such severance payments and benefits upon a Qualifying Termination, as described above, is subject to his timely execution and non-revocation of a general release of claims in favor of the Company and his continued compliance with his restrictive covenant obligations.

In addition, the Employment Agreement contains customary confidentiality and assignment of inventions provisions, as well as (i) standard non-compete and service provider/customer non-solicitation restrictions effective during employment and for 18 months thereafter and (ii) non-disparagement provisions, effective during employment or service and for 24 months thereafter. Further, the Employment Agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to which any “parachute payments” that become payable to Mr. Pieper will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Code, whichever results in the better after-tax treatment to him.

In connection with Mr. Pieper’s appointment, Mr. Pieper entered into the Company’s standard form of indemnification agreement for directors and officers.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

(b) None.

(c) During the three months ended September 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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