OPAD 10-K & 10-Q changes, risk factors and insider trading

Our business and operating results have in the past been impacted and may in the future be significantly impacted by general economic conditions, the health of the U.S. residential real estate industry and risks associated with our real estate inventory.inventory, and if we are unable to effectively manage these conditions, we may experience difficulties in growing effectively and expanding our operations and service offerings in the future.

Our success depends, directly and indirectly, on general economic conditions,conditions and the health of the U.S. residential real estate industry, particularly the single-family home resale market,market and risks relating to the ownership of residential real estate, many of which are beyond our control. A number of factors have in the past, and could in the future adversely affect our business, including the following:

downturns in the U.S. residential real estate market — both seasonal and cyclical — in particular with respect to the single-family home resale market and the markets in which we operate;

overall conditions in the housing market, including macroeconomic shifts in demand,demand and increases inincreased costs for homeownershomeowners, such as property taxes, homeowners’ association fees and insurance costs;

federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homeshomes, or the residential real estate industry in general,general such as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which limited deductions of certain mortgage interest expenses and property taxes; or natural disasters, such as hurricanes, windstorms, tornadoes, earthquakes, wildfires, floods, hailstorms, pandemics and other events that disrupt local, regional, or national real estate markets.

We operate in a competitive and fragmented industry, and we may not be successful in attracting customers forto our products and services, which could harm our business, results of operations and financial condition.

our sellingsales and marketing efforts;

Our business model depends on our ability to continue to attract customers to our digital platform and the products and services we offer, and enhance their engagement with our products in a cost-effective manner. New entrants continue to join our market categories. Our existing and potential competitors include companies that operate, or could develop, national or local real estate businesses offering services, including real estate brokerage services, mortgage, and title insurance and escrow services, to home buyers or sellers.

Many of our competitors in the broader U.S. residential real estate industry have well-established national reputations and may market similar products and services. Several of these companies are larger than us and have significant competitive advantages, including better name recognition, higher financial ratings, greater resources, lower cost of funds and additional access to capital, and more types of offerings than we currently do. These companies may also have higher risk tolerances or different risk assessments than we do. In addition, these competitors could devote greater financial, technical and other resources than we have available to develop, grow or improve their businesses. If we are not able to continue to attract customers to our platform, products and services and achieve greater scale in operations, our business, results of operations and financial condition will be harmed.

In response to inflationary pressures, the Federal Reserve Board implemented a series of increases to its benchmark interest rate during 2022 and 2023,2023. beforeAs loweringeconomic conditions subsequently shifted, primarily as a result of elevated levels of unemployment and a slowdown in job creation, the Federal Reserve Board lowered its benchmark interest rate byclose oneto two full percentage pointpoints duringover 2024.the course of 2024 and 2025.

The ongoing elevated and volatile mortgage interest rate environment persisted throughout 2024, with the average thirty-year fixed mortgage rate peaking in the mid-7% range in April 2024, before decreasing to close to 6% at the end of September 2024, followed by a general increase during the fourth quarter of 2024 to end the year around 7%. While the Federal Reserve Board lowered its benchmark interest rate on three separatemultiple occasions during 2024,2024 and 2025, the average thirty-year fixed mortgage interest rate wasremains higherclose to 6% at the end of 2024 compared to the average thirty-year fixed mortgage rate at the beginning of the year.2025. When interest rates increase,remain high, so do the costcosts of owning a home increases,home, which in turn reduces the number of potential home buyers who can obtain mortgage financing and affects the prices home buyers may be willing to pay for homes.

With the exception of the year ended December 31, 2021, during which we generated net income, we have incurred net losses each year from inception, and may incur additional losses in the future. We had an accumulated deficit of $460.0$506.4 million and $397.9$460.0 million as of December 31, 20242025 and 2023,2024, respectively. WeSince our launch in 2015, we have invested in the development and expansion of our operations and we expect tothese investments will continue toin makethe future investmentsas we seek to improve our infrastructure and software and technology platform, increase our market penetration in developingexisting markets, and expandinggrow our business,business through new market expansion and the increased offering of other real estate service solutions. These investments, including technology, recruitment and training, marketing, and pursuing strategic opportunities. These investmentsopportunities, may not result in increased revenue or growth in our business. Additionally, we may incur significant losses in the future for a number of reasons, including:

our expansion into new markets ormarkets, deceleration of market expansion and other changes to our underwriting process in response to market conditions;

our failure to accurately price homes we acquire oracquire, changes to resale prices during the time homes are in our real estate inventory or other changes to our underwriting process;

Offerpad Solutions Inc. | 2024 Form 10-K | 16 increased marketing costs;

Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur significant losses in the future. Moreover, as we continue to invest in our business, we expect expenses towill continue to increase inover the nearlong term.term as we seek to expand our operations and implement our long-term strategic initiatives over time. These investments in our business may not result in increased revenue or growth in our business. If we fail to manage our losses or to grow our revenue sufficiently to keep pace with our investments and other expenses, our business will be harmed and it may also impact our access to funding and liquidity sources.

Our business is dependent upon our ability to accurately value and manage real estate inventory and an ineffective pricing or portfolio management strategystrategy, or other changes to our underwriting process, may have an adverse effect on our business, sales and results of operations.

We appraise and price the homes we buy and sell using in-house proprietary data analytics technology, which continuously collects and synthesizes market data with performance history from our real estate operations, forming a knowledge distillation and feedback loop alongthroughout the process and enabling us to operate a highly intelligent and automated workflow. This assessment includes estimates on time of possession, market conditions, renovation and holding costs, and anticipated resale proceeds. Conversion rates and customer satisfaction may be negatively impacted if valuations are too low and/or fees are too high. Additionally, following our acquisition of a home, we may need to decrease our anticipated resale price for that home if we discover defects or other conditions requiring remediation or impacting the value of the home that were unknown to us at the time of acquisition. We also may not be successful in implementing changes in strategy with respect to our underwriting process to achieve desired margins, which could have a material adverse effect on our business and financial condition. Shortages in building supplies, supply chain disruptions, and shortages and disruptions in the availability of third-party labor can also significantly delay our ability to renovate and resell homes in a timely manner. Moreover, these risks may be heightened when we expand into new markets where we may not have similar levels of knowledge and experience as we do in the markets where we currently operate or if the valuation technologies that we currently use are not as effective at accurately valuing homes in markets with different housing conditions. As a result of these factors, we may be unable to acquire or sell real estate inventory at attractive prices or to finance and manage real estate inventory effectively, and accordingly our revenue, gross margins and results of operations would be affected, which could have a material adverse effect on our business,business and financial condition and results of operations.condition.

We are subject to risks inherent to declines in real estate valuations. For example, home prices can be volatile, and the values of our real estate inventory may fluctuate significantly. As a result of such fluctuations, we have in the past, and may in the future, record real estate inventory valuation adjustments. We periodically review the value of our real estate inventory to determine whether the value, based on market factors and generally accepted accounting principles, has decreased such that it is necessary or appropriate to record a real estate valuation adjustment in the relevant accounting period. As a result of such reviews, we recorded $4.5$5.3 million and $8.9$4.5 million of real estate inventory valuation adjustments during the years ended December 31, 20242025 and 2023,2024, respectively. These adjustments caused an immediate reduction of net income and a corresponding decrease in real estate inventory on our balance sheet in the respective periods. Even if we do not determine that it is necessary or appropriate to record ana real estate inventory valuation adjustment, a reduction in the estimated net realizable value of a property could manifest over time and would therefore affect our earnings and financial condition at that time.

Our business is dependent upon our ability to expeditiously sell real estate inventory. Failure or inability to expeditiously sell our real estate inventory has had and could continue to have an adverse effect on our business, sales and results of operations. Holding homes in real estate inventory exposes us to risks, such as increased holding costs and the risks of declining real estate valuations.

Balancing our real estate inventory levels is an important element in our business model as we strive to optimize future returns. Our purchases of homes are based in large part on our estimates of projected demand. If actual sales are materially less than our forecasts, we would experience an over-supply of real estate inventory. An over-supply of real estate inventory will generally cause downward pressure on our liquidity, sales prices and margins and increase our average days to sale. Our real estate inventory has typically represented a significant portion of total assets. Having such a large portion of our total assets in the form of non-income producing real estate inventory for an extended period of time subjects us to significant holding costs, including financing expenses, maintenance and upkeepupkeep, expenses, insurance expenses,insurance, property tax expenses,tax, homeowners’ association fees, utility fees and other expenses that accompany the ownership of residential real property and increased risk of depreciation of value, in addition to risks related to declining real estate valuations. If we have excess real estate inventory or our average days to sale increases, as occurred during the year ended December 31, 2024, our liquidity and the results of our operations will be adversely affected due to our inability to sell such real estate inventory at prices that allow us to meet margin targets or to recover our costs.property.

While our business is spread across 26 metropolitan markets in the United States as of December 31, 2024,2025, athe substantial amountmajority of our revenue iswas generated infrom certainour top ten geographic markets.markets Forduring each of the years ended December 31, 20242025 and 2023, approximately 55% and 51% of our revenue, respectively, was generated from our top five markets which consisted of Atlanta, Phoenix, Tampa, Orlando, and Charlotte for the year ended December 31, 2024, and Phoenix, Tampa, Atlanta, Orlando, and Houston for the year ended December 31, 2023.2024. As a result of this concentration, local and regional conditions in these markets may differ significantly from prevailing conditions in the United States or other parts of the country. Any unforeseen events or circumstances that negatively affect these areas have historically affected and could in the future materially adversely affect our revenues and profitability. These risks include possible declines in the value of real estate; risks related to general and local economic conditions; demographic and population shifts and migration; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; increased labor costs; unemployment; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; and uninsured damages from floods, hurricanes, earthquakes or other natural disasters.

We regularly evaluate expanding our products into new markets or launching new service offerings in existing or new markets and planwe have in the past and may in the future continue to expand our marketsproducts significantlyand in the future.markets. Any expansion or new offering requires significant expenses and the time of our key personnel, particularly at the outset of the process, and our new service offerings may not result in the customer conversion or profitability that we expect. New offerings have required and may in the future require adjustments, enhancements and optimizations following their launch, but these efforts may not achieve the desired results. We typically experience increased losses in new markets as we adjust to competitive environments with which we are unfamiliar and invest to build our brand presence within those markets. Our plans to expand and deepen our market share in our existing markets and expand into additional marketsmarkets, including via our strategic approach with our other real estate service solutions, are subject to a variety of risks and challenges. These risks and challenges include the varying economic and demographic conditions of each market, competition from local and regional residential brokerage firms, variations in transaction dynamics, and pricing pressures. We cannot assure you that we will be able to increase revenues and create business model efficiencies in new markets in the manner we have in our more mature existing markets.

Housing markets and housing stock in different areas can vary widely and certain markets may be more adaptable to our current business model than others. As our business grows, we may launch our products or services in markets that prove to be more challenging for our business model. As we expand from markets with a relatively new and homogeneous housing stock to markets with older and more diverse housing stock, we will have to adapt our business and operations to local conditions. The Offerpad Solutions Inc. | 2025 Form 10-K | 18 valuation technologies and systems that we currently use may not be as effective at accurately valuing homes in markets with older and more diverse housing stock. In addition, homes that we purchase in markets with relatively older housing stock may require more capital expenditures on improvements and repairs. We may also expand into markets with higher average home prices and fewer available homes within our target price range. If we are unable to adapt to these new markets and scale effectively, our business and results of operations may be adversely affected.

Our long-term success depends in part on our ability to continue to attract more buyers and sellers to our platform in each of our markets. We believe that an important component of our growth will be increased traffic to, and use of, our website and mobile application by potential customers. Our marketing and partner channel efforts may not succeed for a variety of reasons, including changes to search engine algorithms, ineffective campaigns across marketing channels, limited experience in new marketing channels and any technical difficulties customers may experience using our applications. External factors beyond our control may also affect the success of our marketing initiatives, such as filtering of our targeted communications by email servers, buyers and sellers failing to respond to our marketing initiatives, and competition from third parties. Any of these factors could reduce the number of customers coming to our platform. Our business model relies on our ability to scale rapidly and to decrease incremental customer acquisition costs as we grow. If we are unable to recover our marketing costs through increases in customer traffic and in the number of transactions by users of our platform, or if our broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on our growth, results of operations and financial condition.

The secondary market for mortgage loans continues to primarily desire securities backed by Fannie Mae, Freddie Mac or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market. Any significant change regarding the long-term structure and viability of Fannie Mae and Freddie Mac could result in adjustments to the size of their loan portfolios and to guidelines for their loan products. Moreover, as we expand into higher cost markets or target higher-priced homes, home buyers, and accordingly demand for our homes and services, may be more Offerpad Solutions Inc. | 2024 Form 10-K | 19 acutely affected by these factors. Additionally, a reduction in the availability of financing provided by these institutions could adversely affect interest rates, mortgage availability and sales of new homes and mortgage loans.

We expect our revenue and results of operations to vary significantly from period to period in the future, based in part on, among other things, consumers’ home buying patterns. The residential real estate market is seasonal, with greater demand from home buyers in the spring and summer, and typically weaker demand in late fall and winter, resulting in fluctuations in the quantity, speed and price of transactions on our platform. We expect our financial results and working capital requirements to reflect seasonal variations over time, although ourin growthperiods in which we are growing and expanding our market expansion have obscuredpresence, the impact of seasonality in our historical financials tocan date.be obscured.

The industry for residential real estate transaction services, technology, information marketplaces and advertising is dynamic, and the expectations and behaviors of customers and professionals shift constantly and rapidly. Our success depends on our continued innovation to provide new, and improve upon existing, products and services that make real estate transactions faster, easier and less stressful for our customers. As we have developed our real estate platform over time, we have expanded our solution offerings to include a range of services in addition to our consumer cash offer solution, including renovation solutions and industry partnership programs. The success of our business may also depend on our ability to successfully integrate additional ancillary products and services into our platform, potentially including renovation,energy insuranceefficiency andsolutions, smart home technology, insurance, home warranty services.services and other real estate service solution offerings. As a result, we must continually invest significant resources in research and development to improve the attractiveness and comprehensiveness of our products or services, enable smoother and more efficient real estate transactions, adapt to changes in technology and support new devices and operating systems. Changes or additions to our products or services maydo not always attract or engage our customers,customers as desired, and may reduce confidence in our products or services, negatively impact the quality of our brand, upset other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Furthermore, if we are unable to successfully anticipate or keep pace with industry changes and provide products or services that our customers want to use,use on the devices they prefer, then those customers may become dissatisfied and use our competitors instead. If we are unable to continue offering high-quality, innovative products, we may be unable to attract additional customers and real estate partners or retain our current customers and real estate partners, which could harm our business, results of operations and financial condition.

The following discussion and analysis provides information that Offerpad’s (the “Company”) management believes is relevant to an assessment and understanding of Offerpad’s consolidated results of operations and financial condition. The discussion should be read together with the consolidated financial statements and accompanying notes included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 20242025 items and the results of our operations for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. A discussion of the year ended December 31, 20232024 compared to the year ended December 31, 20222023 has been reported previously in the 20232024 Annual Report on Form 10-K, which was filed with the SEC on February 27,25, 2024,2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are currently headquartered in Tempe, Arizona and operatedoperate in over 1,800 cities and towns in 26 metropolitan markets across 17 states as of December 31, 2024.2025.

AsGiven athe resultcurrent of thesemarket conditions, we have remainedremain focused on 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.markets Additionally,and we reduced our home acquisition pace during the second half of 2024 as we continue to balance our real estate inventory levels to optimize our return. These conditions have also required us to useusing pricing adjustments and other incentives in recentan periods,effort whichto drive consumer demand. These pricing adjustments have had a negative impact on our operating results duringover the year.past few years. Further, there continues to be an increased level of uncertainty regarding the near-term macroeconomic conditions, including the path of inflation in the broader economy, the direction of mortgage interest rates,rates. which have continued to stay around 7% duringWhile the earlyFederal stagesReserve ofBoard thelowered firstits quarterbenchmark ofinterest rate on multiple occasions during 2025, and themay impactlower ofrates geopoliticalfurther conflicts.in AlthoughOfferpad Solutions Inc. | 2025 Form 10-K | 42 future periods, it remains difficult to predict the near-term direction of consumer demand for residential real estate due to the many different factors that impact such demand,demand. weWe anticipate that the sustained elevated and volatile mortgage interest rate environment,ongoing economic uncertainties and Offerpad Solutions Inc. | 2024 Form 10-K | 43 affordability pressures will continue to impact consumer demand for residential real estate during the earlyfirst stagesquarter of 2025.2026. As a result of these market dynamics, we may be required to use similar pricing adjustments and incentives in the future.future, along with continuing to reduce our real estate inventory acquisition pace compared to our historical levels.

We believe that our performance and future success depend on a variety of factors that present significant opportunities for our business but also present risks and challenges that could adversely impact our growth and profitability, including those discussed and in Part I, Item 1A. “Risk Factors” of this Form 10-K.

ResidentialThe U.S. residential real estate market is one of the largest industries,substantial, with roughly4.4 $1.9million trillionhomes insold for a total transaction value of homesroughly transacted$1.8 intrillion 2024during in the United States,2025, and is highly fragmented with overa 100,000significant number of licensed real estate brokerages,agents accordingand toreal estate brokerages. In 2025, the Nationaltotal Associationresidential real estate transactions in our 26 active metropolitan markets covered roughly 22% of Realtorsthe (NAR).4.4 Inmillion 2024,homes sold during the year, and we estimate that we captured roughly 0.4% market share0.2% of realsuch estate transactions across our 26 active markets.transactions. Given this high degree of fragmentation, we believe that bringinggiving ahomeowners solutions-orientedmore approachcontrol, toflexibility, theand marketchoice with multiplewhen buying and selling servicesa tohome meetthrough theour uniquereal needsestate ofservice customerssolutions could lead to continued market share growth and accelerated adoption of the digital model. We have demonstrated higher market share in certain markets,markets over time, providing the backdrop to grow our overall market penetration as we focus on the expansion of our offeringsvarious expandreal andestate evolve.service Bysolutions providingin aexisting consistent,markets. transparent, and unique experience,Additionally, we expect to continue to build uponanticipate our pastmarket successshare andwill furtherincrease over time as we invest in additional brand marketing, strengthen our brandlocal partnerships and consumercontinue adoption.improving customer awareness of our offerings.

Since our launch in 2015, we have expanded our real estate operations into 26 metropolitan markets as of December 31, 2024,2025. whichWe coveredhave roughlybeen 23% of the 4.8 million homes soldstrategic in theour Unitedapproach Statesto ingrowing 2024.our market footprint and have focused on geographic diversification across high population growth cities with affordable median sales prices and increasing employment characteristics. Given this current coverage, we believe there is significant opportunity to both increase market penetration in our existing markets and to grow our business through new market expansion over the long-term. Also, because of our strategic approach toin ouroffering asset-lightfour platformcomplementary offerings,solutions that serve sellers and partners across multiple transaction paths, we believe a significant portion of the total addressable market is serviceable with our business model. As we expand our reach through theseour othervarious service offerings, we expect to continue to serve customers in markets beyond our direct service area. Further, this strategic approach has historically enabled us to enter into new markets to offer certain of our service offerings, without offering all of our buying and selling services in such markets. In connection with this approach, we beganare currently offering renovation services in two additionalselect markets duringin 2024.which we operate.

Although we recentlyhave expanded into two new markets,markets over the past few years, we have decelerated our market expansion plans in more recent years given the uncertain economic outlook and unevenchallenging residential real estate market conditions, which has included uncertainty regarding the near-term macroeconomic conditions, including the path of inflation in the broader economy, the direction of mortgage interest rates and the impact of geopolitical conflicts.conditions. We intend to continue evaluating expansion plans on an ongoing basis in order to maintain our flexibility in assessing the overall timing of our expansion plan and appropriate market entry points in the future.

OurThrough B2Bour Renovate business services represent an important component of our asset-light platform offerings. Through this offering,services, we are able to leverage our existing logistics, operations, technology and skill-sets to provide renovation services to other businesses, allowing other companies and homeowners to utilize our renovations team to update their portfolio of homes for rent or to sell. When providing these third-party renovation services, we receive a renovation project fee, and are also typically compensated with a service fee that is based on a percentage of the overall renovation project fee. Although our B2B Renovate business services offering is in the early stages, we believe these services could be a more significant component of our business over time.

AnotherOur componentCash ofOffer ourMarketplace, asset-light platform offeringswhich includes ourDirect+ programpartners, thatprovides allowsthird-party investorsbuyers and single-family rental companieswith an opportunity to purchase homes from homeowners,homeowners. matchingIn investorsthis withsolution, qualified cash offers are routed through a marketplace of third-party buyers, preserving speed and certainty for sellers. These transactions occur in several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing. We expect Offerpadour SolutionsCash Inc.Offer | 2024 Form 10-K | 45 this programMarketplace will allow us to help more homeowners sell their home and has the potential to expand our ability to reach more customers, allowing us to increase transaction flexibility and scale transaction volume across market cycles, while also providing customers with the benefit of receiving an optimized offer for their home.

WeOver the long term, we aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital drivendigital-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 serviceservice, thatwhich 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.

Continued optimization of acquisition, renovation, and resale processes and strategies, including our underwriting processes, as we increase our market penetration in existing markets;

Effectively increasing and expanding our Cash Offer solution, optimizing customer and agent community engagement and increasing conversion of requests for home purchases; and Introducing and scaling additional ancillary products and services to complement our core Cash Offer solution.solution, over the long term.

We utilize our technology and product teams to design systems and workflows to make our operations teams more efficient and able to support and scale with the business. Many positions are considered volume based, and as our business grows,grows over the longer term, we plan to focus on developing more automation tools to gain additional leverage. Additionally, in periods when our business is growing, we expect to be able to gain operating leverage on portions of our cost structure that are more fixed in nature as opposed to purely variable. These types of costs include general and administrative expenses and certain marketing and information technology expenses, which generally grow at a slower pace than proportional to revenue growth.

We are a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and selling a home. We combine 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. We provide 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. Founded in 2015, we have transacted on homes representing approximately $12.3$12.4 billion of aggregate revenue through MarchJune 31,30, 2026.

We are headquartered in Tempe, Arizona and operate in over 1,8001,900 cities and towns in 2627 metropolitan markets across 1718 states as of MarchJune 31,30, 2026.

TheDuring 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 raisedwhich anbegan additionaltowards levelthe end of uncertaintythe forfirst consumers,quarter andof 2026. Additionally, the associated increase in mortgage interest rates,rate alongenvironment has remained elevated during 2026, with the impactaverage thirty-year fixed mortgage rate starting the year around 6%, before gradually increasing to around 6.5% at the end of risingJune fuel prices on consumer budgets, has added to the ongoing housing affordability pressures that have persisted for an extended period of time.2026. The cumulative impact of these conditionsfactors continuescontinue 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 willcould continue to impact the macroeconomic and mortgage interest rate environments in the near termnear-term and may have additional long term effects, particularly if the conflict further escalates or intensifies, or is prolonged.

Given the current market conditions, we remain focusedcommitted onto 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 secondthird quarter of 2026. As a result of these market dynamics, we may be required to use similar pricing adjustments and incentives in the future, alongand withthough continuingwe 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 comparedin future periods in response to ourthe historicalprevailing levels.market conditions at that time, as appropriate.

We remainhave focusedbeen 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 10,000,0001,000,000 shares (the “2026 Shares”) of our Class A common stock. The 2026 Shares were sold for a purchase price of $1.80$18.00 per share, for gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses.expenses (as adjusted for the Reverse Stock Split).

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 “April 2025 Cure Period”). As a result, we are subject to quarterly monitoring for compliance with the business plan.

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.

Since our launch in 2015, we have expanded our real estate operations into 2627 metropolitan markets as of MarchJune 31,30, 2026. We have been strategic in our approach to growing our market footprint and have focused on geographic diversification across high population growth cities with affordable median sales prices and increasing employment characteristics. Given this current coverage, we believe there is significant opportunity to both increase market penetration in our existing markets and to grow our business through new market expansion over the long-term. Also, because of our strategic approach in offering four complementary solutions that serve sellers and partners across multiple transaction paths, we believe a significant portion of the total addressable market is serviceable with our business model. As we expand our reach through our various service offerings, we expect to continue to serve customers in markets beyond our direct service area. Further, this strategic approach has historically enabled us to enter into new markets to offer certain of our service offerings, without offering all of our buying and selling services in such markets. In connection with this approach, we are currently offering renovation services in select markets in which we operate.

Our Brokerage Services solution provides sellers with different agent-led pathways to sell their home, including HomePro, which pairsconnects customers with experienced localagents, including both agents affiliated with our internal brokerage and independent local agents, supported by our platform, data, and customer flowflow. forBrokerage guided,Services in-personalso solutions,includes andthe Agent Partnership Program, which provides an opportunity forenables third-party real estate agents to present our cash offer as a potential solution for their customers. OurThese Brokerage Servicesservices are designed to enable customers to utilize our services in a way that best suits their home-selling situation and increase in-home seller engagement, while also serving as a valuable resource for real estate agents.

Our business model requires significant capital to purchase real estate inventory. Real estate inventory financing is a key enabler to our growth and we rely on our non-recourse asset-backed financing facilities, which primarily consist of senior and mezzanine secured credit facilities, to finance our home purchases. Though we may from time to time adjust the composition of our credit facilities to correspond with our anticipated financing requirements, which may include reducingmodifying ourthe available capacity under such credit facilities, or realigning the credit facility provider mix, the loss of adequate access to these types of facilities, or the inability to maintain these types of facilities on favorable terms, would impair our performance. See “—Liquidity and Capital Resources—Financing Activities.”

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 Offerpad Solutions Inc. | Second Quarter 2026 Form 10-Q | 29 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.

While we have expanded our real estate service solutions beyond our Cash Offer service over time, a significant portion of our business model continues to be based upon acquiring homes at a price whichthat will allow us to provide a competitive offer to the Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 27 consumer, while being able to add value through the renovation process, and relisting the home so that it sells at a profit and in a relatively short period of time.

During the first quarter of 2026, we deployed the first iteration of SCOUT, our AI-powered homeowner intake and routingintelligence 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.

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, supportingand 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.

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, allowing us toand manage and mitigate our risk exposure more effectively.

Offerpad Solutions Inc. | Second Quarter 2026 Form 10-Q | 30 Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.

We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homesreal soldestate transactions in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.

We view this metric as an important measure of business performance as it captures the unit level performance isolated to homesreal soldestate 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.

Offerpad Solutions Inc. | Second Quarter 2026 Form 10-Q | 31 The following table presents a reconciliation of our Adjusted Gross Profit, Contribution Profit (Loss) and Contribution Profit (Loss) After Interest to our Gross Profit, which is the most directly comparable GAAP measure, for the periods indicated:

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 (3) 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.end.

Offerpad Solutions Inc. | Second Quarter 2026 Form 10-Q | 32 (8) Represents holding costs incurred in prior periods on homes sold in the period presented and expensed to Sales, marketing, and operating on the Condensed Consolidated Statements of Operations.

Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 30 (10) Represents interest expense under our senior and mezzanine secured credit facilities and other senior secured debt incurred on homes sold in the period presented and expensed to interest expense on the Condensed Consolidated Statements of Operations.

Offerpad Solutions Inc. | FirstSecond Quarter 2026 Form 10-Q | 3133

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 MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.

Our consolidated revenue decreased by $80.6$82.7 million, or 50.2%,51.6%, to $80.1$77.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Cash Offer revenue decreased by $80.3 million, or 52.2%,52.8%, to $73.5$71.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily attributable to lower sales volumes.volumes Weas we sold 211206 homes during the three months ended MarchJune 31,30, 2026 compared to 460452 homes during the three months ended MarchJune 31,30, 2025, representing a decrease of 54.1%.54.4%. This decrease in homes sold was primarily due to the continuedincreased challenginglevel of uncertainty in the residential real estate market conditions and our associated intentional reduction in home acquisition pace during 2025 as part of our effort to balance our real estate inventory levels to potentially optimize our return in the future,levels, resulting in a fewer number of homes in real estate inventory.inventory during the first half of 2026.

This decrease in homes sold was partially offset by an increase in the average resale home price from $340,000$344,000 in the three months ended MarchJune 31,30, 2025 to $356,000 in the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

Renovate revenue increaseddecreased by $0.4$1.6 million, or 7.6%,25.6%, to $5.7$4.8 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. ThisThe increasedecrease in Renovate revenue was primarily attributable to highera decrease in the average renovation transaction value from $20,400 per home during the three months ended June 30, 2025 to $14,400 per Offerpad Solutions Inc. | Second Quarter 2026 Form 10-Q | 34 home during the three months ended June 30, 2026. This decrease was partially offset by an increase in renovation volumes. We completed 403332 renovation projects during the three months ended MarchJune 31,30, 2026 compared to 209315 renovation projects during the three months ended MarchJune 31,30, 2025, representing an increase of 92.8%. The increase in revenue was partially offset by a decrease in Offerpad Solutions Inc. | First Quarter 2026 Form 10-Q | 32 the average renovation transaction value from $25,400 per home during the three months ended March 31, 2025 to $14,200 per home during the three months ended March 31, 2026.5.4%.

Other revenue, which includes revenue generated by our Cash Offer Marketplace and Brokerage Services solutions, decreased by $0.7 million, or 44.6%,37.9%, to $0.9$1.1 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in revenue is primarily due to a decrease in the transitionnumber fromof ourCash historicalOffer listingMarketplace servicetransactions offeringduring the second quarter of 2026 as we shifted our focuscompared to agent-ledthe pathwayssecond quarter of 2025. This decrease was partially offset by an increase in our Brokerage Services solution,transactions, which includes HomePro and Agent Partnership Program.

Our consolidated cost of revenue decreased by $75.7$75.6 million, or 50.4%,51.7%, to $74.5$70.5 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Cash Offer cost of revenue decreased by $75.9$74.3 million, or 52.1%,52.7%, to $69.9$66.6 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This decrease was primarily attributable to lower sales volumes and a $1.3 million decrease in the real estate inventory valuation adjustment.volumes.

Renovate cost of revenue increaseddecreased by $0.3$1.3 million, or 7.0%,25.6%, to $4.5$3.8 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increasedecrease was primarily attributable to higher renovation volumes, which was partially offset by a lower average renovation transaction cost per home, from $20,300$16,200 per home during the three months ended MarchJune 31,30, 2025 to $11,300$11,500 per home during the three months ended MarchJune 31,30, 2026.2026, which was partially offset by an increase in the volume of renovation projects.

Other cost of revenue decreasedincreased by less than $0.1 million, or 50.0%,24.2%, to $0.1 million forduring the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This decreaseincrease was primarily driven by lower volumes associated with our historical listing service offering as we transitioned our focusdue to agent-ledan pathwaysincrease in our Brokerage Services solution,transactions whichduring generatethe highersecond marginquarter profiles.of 2026 as compared to the second quarter of 2025.