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What changed in Offerpad Solutions Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Offerpad Solutions Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+485 added−469 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Offerpad Solutions Inc.'s 2025 10-K

485 paragraphs added · 469 removed · 335 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

62 edited+40 added−34 removed33 unchanged
Biggest changeOur Cash Offer business is the core foundation upon which Offerpad was founded and continues to be a key, central component of our business. • Other , which includes: o B2B Renovate business, in which we 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; o Direct+ institutional buyer program, in which investors and single-family rental companies have an opportunity to purchase homes from homeowners, matching investors with sellers; and o Agent Partnership Program, in which our partner agents can request a cash offer on behalf of their clients, have the ability to list an acquired home prepared for resale, and for partner agents in the top tier of the program, have access to sellers in defined zones, along with having the potential to list other Offerpad-owned homes in their zone.
Biggest changeOur Cash Offer business is the core foundation upon which Offerpad was founded and continues to be a key, central component of our business. • Renovate , in which we 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. • Other , which includes: o Cash Offer Marketplace, including Direct+ partners, in which qualified cash offers are routed through a marketplace of third-party buyers, providing buyers with an opportunity to purchase homes from homeowners; and o Brokerage Services, in which sellers can select from different agent-led pathways to sell their home, including HomePro, which pairs experienced local agents with our platform, data and customer flow for guided, in-person solutions, and Agent Partnership Program, which provides an opportunity for third-party agents to present our cash offer as a potential solution for their customers.
Our platform provides home buyers the opportunity to browse and tour homes online and submit purchase offers online in a simple process on their own time, with or without an agent. We also offer seamless, integrated access to partner agents to advise on the purchase of a home.
Our platform provides home buyers the opportunity to browse and tour homes online and submit purchase offers online in a simple process on their own time, with or without an agent. We also offer seamless, integrated access to partner brokerages and agents to advise on the purchase of a home.
Additionally, we believe the vast majority of U.S. real estate sales are still being conducted through traditional analog methods, with only a small portion of the real estate market having transitioned to the technology driven, digital method that we offer.
Additionally, we believe the vast majority of U.S. real estate sales are still conducted through traditional analog methods, with only a small portion of the real estate market having transitioned to the technology-driven, digital method that we offer.
Certain licensed entities also are subject to routine examination and monitoring by the CFPB (for mortgages) and/or state licensing authorities. As of December 31, 2024, OfferPad Brokerage, LLC, OfferPad Brokerage “FL”, LLC, and OfferPad Brokerage CA, Inc. hold real estate brokerage licenses in certain of our markets and certain other states.
Certain licensed entities also are subject to routine examination and monitoring by the CFPB (for mortgages) and/or state licensing authorities. As of December 31, 2025, OfferPad Brokerage, LLC, OfferPad Brokerage “FL”, LLC, and OfferPad Brokerage CA, Inc. hold real estate brokerage licenses in certain of our markets and certain other states.
Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service that 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.
Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service, which accounts for the substantial majority of our revenue, with most ancillary products and services having a smaller average revenue per transaction than our cash offering service, but a higher margin.
As of December 31, 2024, our registered IP portfolio includes: nine registered U.S. trademarks, three foreign registered trademarks, three pending U.S. trademark applications and two U.S. copyright registrations. Our trademarks registrations include “Offerpad” and the Offerpad logo, and our pending applications include taglines and trademarks for services in development by Offerpad.
As of December 31, 2025, our registered IP portfolio includes: nine registered U.S. trademarks, three foreign registered trademarks, three pending U.S. trademark applications and two U.S. copyright registrations. Our trademarks registrations include “Offerpad” and the Offerpad logo, and our pending applications include taglines and trademarks for services in development by Offerpad.
Increase B2B Renovate business services We have expanded our B2B Renovate services in recent years, allowing a greater number of companies and homeowners to utilize our renovations team to update their portfolio of homes for rent or to sell.
Increase Renovate services We have expanded our Renovate services in recent years, allowing a greater number of companies and homeowners to utilize our renovations team to update their portfolio of homes for rent or to sell.
The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. Offerpad Solutions Inc. | 2024 Form 10-K | 13
The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. Offerpad Solutions Inc. | 2025 Form 10-K | 13
Additionally, state and local laws may restrict the amount and nature of interest and fees that may be charged by a lender or mortgage broker, impose more stringent privacy requirements and protections for servicemembers, and/or otherwise regulate the manner in which lenders or mortgage brokers operate or advertise.
Additionally, state and local laws may restrict the amount and nature of interest and fees that may be charged by a lender or mortgage broker, impose more stringent privacy requirements and protections for service members, and/or otherwise regulate the manner in which lenders or mortgage brokers operate or advertise.
Through this offering, 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.
Through our Renovate 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.
We provide our real estate services through the following solutions: • Cash Offer , in which customers can access our website or mobile application to receive a competitive cash offer range for their home within minutes and quickly close without the major inconveniences associated with traditional real estate selling.
We provide these real estate services through the following solutions: • Cash Offer , in which customers can access our website or mobile application to receive a competitive cash offer for their home within 24 hours and quickly close without the major inconveniences associated with traditional real estate selling.
We believe we have strong and positive relations with our employees. We also engage numerous consultants and contractors to supplement our permanent workforce, primarily to assist with renovating our homes, and real estate agent partners. Our Culture and Core Values Maintaining a strong company culture is critical to our team and is supported through various employee engagement activities.
We also engage numerous consultants and contractors to supplement our permanent workforce, primarily to assist with renovating our homes, and real estate agent partners. Our Culture and Core Values Maintaining a strong company culture is critical to our team and is supported through various employee engagement activities.
Separately, through our B2B Renovate business and industry partnership programs, we believe we will be able to further expand our total addressable market. Vertical integration and product innovation will provide future potential opportunities including expansion of our title solution, as well as entry into other transaction services such as home warranty, homeowners insurance, or consumer remodeling services.
Through our Renovate services and other solution offerings, we believe we will be able to further expand our total addressable market. Vertical integration and product innovation will provide future potential opportunities including expansion of our title solution, as well as entry into other transaction services such as home warranty, homeowners insurance, or consumer remodeling services.
Our Cash Offer solution represents the substantial majority of our business, generating over 97% of our consolidated revenue during each of the years ended December 31, 2024, 2023, and 2022.
Our Cash Offer solution represents the substantial majority of our business, generating over 90% of our consolidated revenue during each of the years ended December 31, 2025, 2024, and 2023.
Going forward we intend to focus on increasing our local advertising efforts through a variety of channels as well as establish a broader national advertising presence to grow brand awareness and brand affinity as we scale.
In the future, we intend to focus on increasing our local advertising efforts through a variety of channels as well as establish a broader national advertising presence to grow brand awareness and brand affinity as we scale.
Offerpad Solutions Inc. | 2024 Form 10-K | 11 Workplace Practices and Policies We are committed to providing a workplace free of harassment or discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, disability, veteran status, caste or other legally protected characteristic. We are an equal opportunity employer.
Workplace Practices and Policies We are committed to providing a workplace free of harassment or discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, disability, veteran status, caste or other legally protected characteristic. We are an equal opportunity employer.
Well-being We are committed to supporting our employees’ well-being and safety while they are at work and in their personal lives. As part of our benefits package, we offer many physical, emotional, and financial wellness programs, mental well-being support, disability accommodations, and savings and investment tools.
Offerpad Solutions Inc. | 2025 Form 10-K | 11 Well-being We are committed to supporting our employees’ well-being and safety while they are at work and in their personal lives. As part of our benefits package, we offer many physical, emotional, and financial wellness programs, mental well-being support, disability accommodations, and savings and investment tools.
Real estate is in our DNA. We know homes. We understand the people in those homes at a “living room” level and use that experience and expertise to provide the best way to buy and sell a home.
We understand the people in those homes at a “living room” level and use that experience and expertise to provide the best way to buy and sell a home.
Our asset-light platform offerings included in Other generally earn a smaller average revenue per transaction than our Cash Offer service, but typically generate higher margins, and represented 11%, 16%, and 5% of our consolidated gross profit during the years ended December 31, 2024, 2023, and 2022, respectively.
Our other offerings, including our Renovate solution and the solution offerings included in Other, generally earn a smaller average revenue per transaction than our Cash Offer service, but typically generate higher margins, and represented 26%, 11% and 16% of our consolidated gross profit during the years ended December 31, 2025, 2024, and 2023, respectively.
We collect hundreds of data points per home from an array of sources including public records, real estate brokerage transaction histories, private third-party data, and internally developed proprietary data sources, such as our “Citrus Value” pricing technology.
Offerpad Solutions Inc. | 2025 Form 10-K | 8 We collect hundreds of data points per home from an array of sources including public records, real estate brokerage transaction histories, private third-party data, and internally developed proprietary data sources, such as our “Citrus Value” pricing and valuation intelligence technology.
We believe our operating success is a result of combining our detailed market-to-market real estate expertise with strong technology and data analytics experience and a keen awareness of the evolving digital demands of our customers.
We believe our operating success is a result of combining our detailed market-to-market real estate expertise with strong technology and data analytics experience and a keen awareness of the evolving digital demands of our customers. Our Growth Strategies We believe we have significant untapped growth potential and intend to achieve our goals through the following strategies.
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. Looking forward, we intend to apply rigorous criteria to identify which additional MSAs we plan to expand into in the future.
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.
We believe this program will enable customers to utilize our services in a way that best suits their home-selling situation, while also serving as a valuable resource for real estate agents.
Our Brokerage Services 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.
We anticipate this integration will further expand our reach and diversify our lead sources. Ancillary products and services We aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital driven platform, focused on transparency and ease of use.
Ancillary products and services Over the long term, we aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital-driven platform, focused on transparency and ease of use.
We expect this program will allow us to help more homeowners sell their home and expand our ability to reach more customers, while also providing customers with the benefit of receiving an optimized offer for their home.
As we continue to expand this solution, we expect this program will 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 volumes across market cycles, while also providing customers with the benefit of receiving an optimized offer for their home.
Increase advertising and drive brand awareness Even though historically our ability to invest in advertising has been limited due to our focus on capital efficiency we have a proven history of effective local advertising to drive inbound seller inquiries as well as local and national distribution of our active listings for resale.
Increase advertising and drive brand awareness We have a proven history of effective local advertising to drive inbound seller inquiries as well as local and national distribution of our active listings for resale.
Cash Offer Through our Cash Offer service, customers complete a few simple steps and receive a competitive cash offer range on their home within minutes, allowing them to schedule their home inspection on their timeline, in some cases as soon as the next day.
Through our Cash Offer service, customers complete a few simple steps and receive a competitive cash offer on their home within 24 hours, allowing them to schedule their home inspection on their timeline, and ultimately, close on the transaction in as little as seven days.
As of 2024, there were over 100,000 U.S. real estate brokerages in the United States, with a single brokerage rarely holding more than 10% share in any market.
Offerpad Solutions Inc. | 2025 Form 10-K | 10 Our Competition The U.S. residential real estate market is highly fragmented and non-integrated. As of 2025, there were over 100,000 U.S. real estate brokerages in the United States, with a single brokerage rarely holding more than 10% share in any market.
The flexibility of our offerings has enabled us to build a strong, well-respected brand in the eyes of our customers. Proven management team with extensive digital, real-estate and finance experience Our founder and management team have decades of experience in transactional real estate operations and property valuation, digital marketplaces, business intelligence and analytics and finance.
Proven management team with extensive digital, real-estate and finance experience Our founder and management team have decades of experience in transactional real estate operations and property valuation, digital marketplaces, business intelligence and analytics, and finance.
We have historically 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.
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.
Our culture and passion for what we are building is reflected in the following core values: • Homes not houses . A house is property, but a home is uniquely personal – a place full of emotion and memories. We help people move freely so they can live their best lives, wherever “home” happens to be. • Freedom first .
Our culture and passion for what we are building is reflected in how our team performs the following core values: • Homes not houses . A house is property, but a home is uniquely personal – a place full of emotion and memories.
Our Business Model Our Cash Offer solution generates the substantial majority of our consolidated revenue and gross profit. We also offer a range of other services that are designed to meet the unique needs of our clients, including B2B renovation solutions and industry partnership programs.
Our Business Model Our Cash Offer solution generates the substantial majority of our consolidated revenue. We also offer renovation services through our Renovate solution, together with a range of other services that are designed to meet the unique needs of sellers and partners across multiple transaction paths.
Since inception, we have focused on improving the unit economics of our model across our markets, with the added benefit of maximizing operational leverage as we scale. A foundation of our strategic approach to growth has been to prove out our business model first, control costs and refine our valuation automation and logistical operations before we scale into additional markets.
A foundation of our strategic approach to growth has been to prove out our business model first, manage costs and refine our valuation automation and logistical operations before we scale into additional markets.
As of December 31, 2024, Offerpad operated in over 1,800 cities and towns in 26 metropolitan markets across 17 states. Further, we have transacted on homes representing approximately $11.6 billion of aggregate revenue since our founding in 2015 through December 31, 2024.
Since our founding in 2015, we have transacted on homes representing approximately $12.2 billion of aggregate revenue through December 31, 2025, and have grown our business through new market expansion and the increased offering of other real estate service solutions, operating in over 1,800 cities and towns in 26 metropolitan markets across 17 states, as of December 31, 2025.
Our agent partnership program provides referral fees to agents who sell or select our cash offer. This program is designed to enable customers to utilize our services in a way that best suits their home-selling situation, while also serving as a valuable resource for real estate agents.
Our Brokerage Services 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.
Human Capital Resources Overview We believe that we have a talented, motivated and dedicated team, and are committed to supporting the development of all of our team members. As of December 31, 2024, we employed approximately 200 people, nearly all on a full-time basis. None of our employees are represented by a labor union or covered by collective bargaining agreements.
As of December 31, 2025, we employed approximately 140 people, nearly all on a full-time basis. None of our employees are represented by a labor union or covered by collective bargaining agreements. We believe we have strong and positive relations with our employees.
Further, this strategic approach has 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 began offering renovation services in two additional markets during 2024.
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.
Our agile and adaptable product suite provides a unique approach to meet both our retail and business customers’ needs. In our Cash Offer service, sellers can access our website or mobile application to receive a competitive cash offer range for their home within minutes and quickly close without the major inconveniences associated with traditional real estate selling.
In our Cash Offer service, sellers can access our website or mobile application to receive a competitive cash offer for their home Offerpad Solutions Inc. | 2025 Form 10-K | 6 within 24 hours and quickly close without the major inconveniences associated with traditional real estate selling.
When providing 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.
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.
Customers choosing an Offerpad cash offer avoid the disruption of showing their homes, select their own closing date, ensuring confidence and control throughout the process, and enjoy complimentary free local moving, streamlining the transition to a new home. If the customer is represented by a third-party agent, we work directly with such agent in addition to paying the agent’s fee.
Customers choosing an Offerpad cash offer simplify their home selling process by avoiding the disruption of showing their homes, selecting their own closing date, ensuring confidence and control throughout the process, and enjoying complimentary local moving, streamlining the transition to a new home.
We optimize our workforce through a mix of internal employees and external contractors and have local project managers that manage the renovation in its entirety. We maintain market-by-market standards to ensure quality, cost, and time efficiency, deploying our own field automation software to enable accurate progress reporting as well as labor and material tracking.
We maintain market-by-market standards to ensure quality, cost, and time efficiency, deploying our own field automation software to enable accurate progress reporting as well as labor and material tracking. Scalable platform, with proven economics and capital efficiency We have a leading, scalable and low-cost transaction platform.
Our Growth Strategies We believe we have significant untapped growth potential and intend to achieve our goals through the following strategies: Grow share in existing markets As of December 31, 2024, we offer our services in 26 markets in the United States, which tend to share median price points of less than $550,000 and are among the top 100 metropolitan statistical areas (MSAs) in terms of annual residential real estate transactions.
Grow share in existing markets As of December 31, 2025, we offer our real estate services in 26 metropolitan markets in the United States, which are among the top 100 metropolitan statistical areas in terms of annual residential real estate transactions and covered roughly 22% of the 4.4 million homes sold in the United States in 2025.
We are also committed to removing the stress and inconvenience associated with purchasing a home. Prospective buyers have access to our partner agents who can advise on the purchase of their home. Buyers are able to tour homes online on their own time and utilize digital tools to complete the inspection and closing process.
If the customer is represented by a third-party agent, we work directly with such agent in addition to paying the agent’s fee. We are also committed to removing the stress and inconvenience associated with purchasing a home. Prospective buyers have access to our partner agents who can advise on the purchase of their home.
Providing home buyers and sellers freedom is our passion. No one should ever feel stuck. We provide simplicity, peace of mind and freedom in everything we do. • Every day matters . We work with a sense of urgency to deliver the best customer experience in the industry. There’s no room for hesitation.
We help people move freely so they can live their best lives, wherever “home” happens to be. • Freedom first . Providing home buyers and sellers freedom is our passion. No one should ever feel stuck. We provide simplicity, peace of mind and freedom in everything we do. • Every day matters .
For a more detailed discussion of the risks we face in connection with privacy regulations, see “ Risk Factors—Risks Related to Our Intellectual Property and Technology—We collect, process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and any actual or perceived violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity. ” Offerpad Solutions Inc. | 2024 Form 10-K | 12 In order to provide the broad range of products and services that we offer customers, certain of our subsidiaries maintain real estate brokerage licenses, and we may in the future apply for additional licenses as our business grows and develops.
For a more detailed discussion of the risks we face in connection with privacy regulations, see “ Risk Factors—Risks Related to Our Intellectual Property and Technology—We collect, process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and any actual or perceived violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity. ” Further, the regulatory framework for artificial intelligence (“AI”) and machine learning technologies, including proprietary AI and machine learning algorithms and models, (collectively, “AI Technologies”) is rapidly evolving as many federal and state government bodies and agencies have introduced or are currently considering additional laws and regulations.
Our customers benefit from a home buying process designed around them, enjoying exclusive buyer benefits including early access to Offerpad homes and local experts to guide the purchasing process. B2B Renovate business services Our B2B Renovate business services represent an important component of our asset-light platform offerings.
Buyers are able to tour homes online on their own time and utilize digital tools to complete the inspection and closing process. Our customers benefit from a home buying process designed around them, enjoying exclusive buyer benefits including early access to Offerpad homes and local experts to guide the purchasing process.
We count the days with the goal to use less, so customers can spend less time ‘real estat-ing’. • Results rule . We get things done. We celebrate doers. We don’t talk about what we’re going to do, we just do it. When we see a problem, we solve it. • Embrace our roots .
We work with a sense of urgency to deliver the best customer experience in the industry. There’s no room for hesitation. We count the days with the goal to use less, so customers can spend less time ‘real estat-ing’. • Results rule . We get things done. We celebrate doers.
Our proprietary automated valuation and renovation-modeling engine “Offercomp” uses this information to automatically value more than 100,000 properties each year and generate our cash offers based on these data points. Our real estate experts work in tandem with and enhance our technology by providing a final review of the offer.
We also use artificial intelligence technologies, including computer vision-enabled image recognition and ‘smart scoping’ to inform renovation estimates and improve our pricing model. Our proprietary automated valuation and renovation-modeling engine “Offercomp” uses the information from these sources to automatically value more than 100,000 properties each year and generate our cash offers based on these data points.
Direct+ institutional buyer program Another component of our asset-light platform offerings includes our program that allows investors and single-family rental companies an opportunity to purchase homes from homeowners, matching investors with sellers. These transactions occur in several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing.
These transactions occur in several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing.
As our market footprint has expanded over time, we have optimized our marketing strategy with advanced audience segmentation methodologies, improved targeting, and attribution modeling. Going forward, we will focus on increasing our local advertising efforts through a variety of channels as well as establishing a broader national advertising presence to grow brand awareness and brand affinity.
Going forward, we plan to continue focusing on increasing our local advertising efforts through a variety of channels, as well as establishing a broader national advertising presence to grow brand awareness and brand affinity. Additionally, we may leverage broad reach channels that allow us to responsibly scale brand awareness.
As of 2024, there were approximately 1.5 million licensed real estate agents and more than 100,000 U.S. real estate brokerages, with a single brokerage rarely holding more than 10% in a given market. Today, we typically purchase homes with a price of up to $750,000, which represented a potential addressable market opportunity of approximately $1.1 trillion during 2024.
Our Market Opportunity 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. Within this total market opportunity, we typically purchase homes with a price of up to $750,000, which represented a potential addressable market opportunity of approximately $1.0 trillion during 2025.
Further, we believe that the vast number of real estate brokerages, combined with the fragmentation of market share, contributes to an inconsistent experience for home buyers and sellers, offering opportunities for consolidation and integration.
Additionally, given the significant number of licensed real estate agents and real estate brokerages in the U.S., home buyers and sellers can receive an inconsistent experience during their real estate transaction lifecycle. We believe this highly fragmented market offers opportunities for consolidation and integration.
Our proprietary and purpose-built “Helix Go” technology streamlines the renovation process for a purchased home by automating logistics and Offerpad Solutions Inc. | 2024 Form 10-K | 8 workflows. This combination of technology, automation, and machine learning, paired with real estate expertise enhances the accuracy in our underwriting to actual sales prices and improves our unit-level economic performance.
Our real estate experts work in tandem with and enhance our technology by providing a final review of the offer. Our proprietary and purpose-built “Helix Go” technology streamlines the renovation process for a purchased home by automating logistics and workflows.
These transactions occur in several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing. We expect this program will allow us to help more homeowners sell their home and expand our ability to reach more customers, while also providing customers with the benefit of receiving an optimized offer for their home.
We expect our Cash Offer Marketplace will help more homeowners Offerpad Solutions Inc. | 2025 Form 10-K | 7 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.
Agent Partnership Program We have increased our focus on our partner network in recent years, which includes our homebuilder services, our agent partnership program and our agent referral network, to drive growth in our existing markets by expanding our reach and serving a greater number of customers.
We believe our Brokerage Services have the potential to drive growth in our existing markets by expanding our reach and serving a greater number of customers. Add ancillary products and services We aim to deliver other additional products and services tied to the core real estate transaction.
Although we recently expanded into two new markets, we have decelerated our market expansion plans in recent years given the uncertain economic outlook and uneven 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.
In connection with this approach, we are currently offering renovation services in select markets in which we operate. Although we have expanded into new markets over the past few years, we have decelerated our market expansion plans in more recent years given the uncertain economic outlook and challenging residential real estate market conditions.
As we expand further in our existing markets, launch into new markets, increase our asset-light platform service offerings and deliver other additional ancillary products and services tied to the core real estate transaction, we remain focused on our mission to simplify the process of buying and selling homes by providing comprehensive solutions that remove the friction from real estate.
As we strategically strengthen our presence within existing markets through our various platform offerings, target expansion of our operations through new market launches over the long-term and continue to deliver our additional ancillary products and services tied to the core real estate transaction, we remain focused on our mission to give homeowners more control, flexibility, and choice when buying and selling a home.
Our digital Solutions Center platform gives users a holistic, customer-centric experience, enabling them to efficiently Offerpad Solutions Inc. | 2024 Form 10-K | 6 sell and buy their homes online with streamlined access to other additional products and services tied to the core real estate transaction.
Our Solutions Center platform gives users a holistic, customer-centric experience, enabling them to efficiently sell and buy their homes online. Our agile and adaptable product suite provides a unique approach to meet both our retail and business customers’ needs.
Finally, in the long-term, we intend to seek to provide a personal, efficient, and hassle-free full home ownership partnership with offerings such as energy efficiency and smart home capabilities. Marketing Our sales and marketing efforts utilize a multichannel approach, including paid advertising, earned media and partnerships, with a focus on efficiency and low-cost growth.
Marketing Our sales and marketing efforts utilize a multichannel approach, including paid advertising, earned media and partnerships, with a focus on efficiency and low-cost growth. As our market footprint and real estate product and service offerings have expanded over time, we have optimized our marketing strategy with advanced audience segmentation methodologies, improved targeting, and attribution modeling.
Also, because of our strategic approach to our asset-light platform offerings, we believe a significant portion of the total addressable market is serviceable with our business model. As we expand our reach through these other service offerings, we expect to continue to serve customers in markets beyond our direct service area.
Also, because of our strategic approach in offering four Offerpad Solutions Inc. | 2025 Form 10-K | 9 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.
Operational expertise We know how to efficiently manage the logistical challenge of buying, renovating and selling thousands of homes across 26 differentiated markets. Since our inception to December 31, 2024, we have executed in aggregate over 83,000 buy and sale transactions and have completed nearly 37,000 home renovations.
This combination of technology, automation, and machine learning, paired with real estate expertise enhances the accuracy in our underwriting to actual sales prices and improves our unit-level economic performance. Operational expertise We know how to efficiently manage the logistical challenge of buying, renovating and selling thousands of homes across our many differentiated markets.
As a result of this shift, combined with the impact of the normal seasonal increase that occurs in the fall and winter months, we anticipate our average real estate inventory holding period will continue to increase in early 2025. Customer satisfaction Our Solutions Center was designed with the commitment to providing the best possible real estate experience.
Customer satisfaction Our Solutions Center was designed with the commitment to providing the best possible real estate experience. The flexibility of our offerings has enabled us to build a strong, well-respected brand in the eyes of our customers.
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Item 1. Business. Our Mission Offerpad, dedicated to simplifying the process of buying and selling homes, is committed to providing comprehensive solutions that remove the friction from real estate. Who We Are Offerpad was founded to create a better residential real estate experience by combining advanced technology solutions with fundamental industry expertise.
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Item 1. Business. Our Mission We are a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and selling a home.
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Our advanced real estate platform offers a range of services, from consumer cash offers to business-to-business (“B2B”) renovation solutions and industry partnership programs, all tailored to meet the unique needs of our clients. Since 2015, we have leveraged local expertise in residential real estate alongside proprietary technology to guide homeowners at every step.
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Who We Are Founded in 2015, 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.
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We believe that this market expansion and cumulative revenue generation since 2015 is a testament to how the simplicity and ease of our Cash Offer solution resonates with our customers.
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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.
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In order to establish and maintain better relationships with our customers, we combine an innovative end-to-end technology platform with the expertise of local market teams to efficiently scale our operations while maintaining a physical presence in certain of our key markets. This allows us to provide a fast and simple real estate experience that our customers value.
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During the year ended December 31, 2025, we sold nearly 1,600 homes and completed close to 1,500 renovation projects, generating over $550 million in revenue.
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For example, during the year ended December 31, 2024, we achieved a 91% Customer Satisfaction Rating and a net promoter score of 67% based on a survey of over 650 customers who sold their home to Offerpad during 2024.
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We believe our cumulative revenue generation and market expansion since our founding demonstrate that our real estate service solutions platform provides the clarity, control and confidence customers desire, ultimately resulting in a streamlined real estate experience that our customers and partners value.
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We believe that our expanding product ecosystem provides opportunities across multiple solutions, which has allowed us to reinvent the home selling and buying experience to meet the digital and on-demand needs of modern consumers. Prior to the launch of Offerpad, our team had collectively spent many years buying, selling, renting, and renovating tens of thousands of homes.
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We believe that our broader product suite provides customers with opportunities to transact over multiple paths, such that every customer who comes to our platform can find a solution that aligns with their needs and timeline. Our expanding, comprehensive platform allows us to continue reinventing the home selling and buying experience to solve every homeowner’s needs.
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We created the Solutions Center because we learned through experience all the challenges people face when selling and buying a home the traditional way.
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Cash Offer Our Cash Offer service is the foundation of our business, providing sellers with speed, certainty, and control through the home selling process.
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Sellers are often overwhelmed by the stress of selling – making repairs, determining an appropriate listing price for their home, preparing and then vacating their home for showings, negotiating a deal, finding movers and waiting for a closing date. This process is stressful, expensive, time consuming, antiquated and inconsistent with modern consumer expectations.
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Given the importance of our Cash Offer service in our business model, and our focus on managing and mitigating our risk exposure, we continually update our underwriting process as we seek to optimize our returns.
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Buyers also experience significant friction for one of the most important purchase decisions in their lives – they often are dependent on intermediaries and have to endure lengthy offer submission and closing processes. We are continuously focused on providing a differentiated approach to our customers through various selling, buying and ancillary products and services in our Solutions Center.
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These continual refinements take into consideration the prevailing residential real estate market conditions, along with our performance history from our real estate operations, and allow us to make real-time adjustments to manage our real estate inventory levels.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese laws generally regulate the manner in which lending and lending-related activities are marketed or made available to consumers, including, but not limited to, advertising, finding and qualifying applicants, the provision of consumer disclosures, payments for services, and record keeping requirements; these laws include, at the federal level, the Real Estate Settlement Procedures Act, the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act), the Truth in Lending Act (including the Home Ownership and Equity Protection Act of 1994), the Equal Credit Opportunity Act, the Fair Housing Act, the Gramm-Leach-Bliley Act, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, the Federal Trade Commission Act, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, the Bank Secrecy Act (including the Office of Foreign Assets Control and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act), the Telephone Consumer Protection Act, the Mortgage Acts and Offerpad Solutions Inc. | 2024 Form 10-K | 23 Practices Advertising Rule (Regulation N), the Coronavirus Aid, Relief, and Economic Security Act, all implementing regulations, and various other federal laws.
Biggest changeThese laws include, at the federal level, the RESPA, the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act), the Truth in Lending Act (including the Home Ownership and Equity Protection Act of 1994), the Equal Credit Opportunity Act, the Fair Housing Act, the Gramm-Leach-Bliley Act, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, the Federal Trade Commission Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Bank Secrecy Act (including the Office of Foreign Assets Control and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act), the TCPA, the Mortgage Acts and Practices Advertising Rule (Regulation N), the CARES Act, all implementing regulations, and various other federal, state and local laws.
Our success depends, directly and indirectly, on general economic conditions, the health of the U.S. residential real estate industry, particularly the single-family home resale market, and risks relating to the ownership of residential real estate, many of which are beyond our control.
Our success depends, directly and indirectly, on general economic conditions and the health of the U.S. residential real estate industry, particularly the single-family home resale market and risks relating to the ownership of residential real estate, many of which are beyond our control.
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, financial condition and results of operations.
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 and financial condition.
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.
External factors beyond our control may also affect the success of our marketing initiatives, such as filtering 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.
If we lose existing relationships with MLSs and other listing providers, whether due to termination of agreements or otherwise, changes to our rights to use or timely access listing data, an inability to continue to add new listing providers or changes to the way real estate information is shared, our ability to price or list our real estate inventory for resale could be impaired and our operating results may suffer.
If we lose existing relationships with MLSs and other listing providers, whether due to termination of agreements or otherwise, changes to our rights to use or timely access to listing data, an inability to continue to add new listing providers, changes to the way real estate information is shared or our ability to price or list our real estate inventory for resale could be impaired and our operating results may suffer.
In the event of a major earthquake, hurricane, windstorm, tornado, flood or catastrophic event such as pandemic, fire, flood, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition.
In the event of a major earthquake, hurricane, windstorm, tornado, flood or catastrophic event such as pandemic, fire, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition.
The risk of cybersecurity incidents directed at us or our third-party partners and vendors includes threats directed through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.
The risk of cybersecurity incidents directed at us or our third-party partners and vendors includes threats directed through diverse attack vectors, such as social engineering and phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the financial competitiveness of our products for customers; • the volume of our customers; • the timing and market acceptance of our products, including our cash offer solution, and new products offered by us or our competitors; • our selling and marketing efforts; • our customer service and support efforts; • our continued ability to develop and improve our technology to support our business model; • customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate; and • our brand strength relative to our competitors.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the financial competitiveness of our products for customers; • the volume of our customers; • the timing and market acceptance of our products, including our Cash Offer solution, and new products offered by us or our competitors; • our sales and marketing efforts; • our customer service and support efforts; • our continued ability to develop and improve our technology to support our business model; • customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate; and • our brand strength relative to our competitors.
In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as settlement service providers, lenders, real estate agents, valuation companies, vendors we use to renovate, service or repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites or institutional buyers of our real estate inventory.
In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as settlement service providers, lenders, real estate agents, valuation companies, vendors we use to renovate, service or repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites or institutional buyers of our real estate inventory, and technology service providers.
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; • changes in national, regional, or local economic, demographic or real estate market conditions; • slow economic growth or recessionary or inflationary conditions; • increased levels of unemployment or declining wages; • declines in the value of residential real estate or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in demand, and increases in costs for homeowners such as property taxes, homeowners’ association fees and insurance costs; • low levels of consumer confidence in the economy in general or the U.S. residential real estate industry in particular; • low home inventory levels or lack of affordably priced homes; • increased mortgage interest rates or down payment requirements or restrictions on mortgage financing availability; • increases in household debt levels; • volatility and general declines in the stock market; • federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in 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.
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; • changes in national, regional, or local economic, demographic or real estate market conditions; • slow economic growth or recessionary or inflationary conditions; • increased levels of unemployment or declining wages; • declines in the value of residential real estate or the pace of home appreciation, or the lack thereof; • illiquidity in residential real estate; • overall conditions in the housing market, including macroeconomic shifts in demand and increased costs for homeowners, such as property taxes, homeowners’ association fees and insurance costs; • low levels of consumer confidence in the economy in general or the U.S. residential real estate industry in particular; • low home inventory levels or lack of affordably priced homes; • increased mortgage interest rates or down payment requirements or restrictions on mortgage financing availability; • increases in household debt levels; • volatility and general declines in the stock market; • potential tariffs or retaliation against such tariffs; • federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes, or the residential real estate industry in 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 may experience increased costs in order to execute upon our sustainability goals and measure achievement of those goals, which could have an adverse impact on our business and financial condition. There has also been an increase in litigation alleging that corporate diversity, equity and inclusion programs may discriminate against certain groups.
We may experience increased costs in order to execute our sustainability goals and measure achievement of those goals, which could have an adverse impact on our business and financial condition. There has also been an increase in litigation alleging that corporate diversity, equity and inclusion programs may discriminate against certain groups.
Even if we do not determine that it is necessary or appropriate to record an 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.
Even if we do not determine that it is necessary or appropriate to record a 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.
If we are unable to successfully recruit and retain a sufficient number of productive independent real estate agents we may be unable to maximize our revenue and market share growth. We are subject to the requirements governing the licensing and conduct of real estate brokerage and brokerage-related businesses in the jurisdictions in which we do business.
If we are unable to successfully recruit and retain a sufficient number of productive independent real estate agents, we may be unable to maximize our revenue and market share growth. We are subject to the requirements governing the licensing and conduct of real estate brokerages and brokerage-related businesses in the jurisdictions in which we do business.
If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, we may experience negative effects to our business, results of operations and financial condition. Our growth depends in part on the success of our strategic relationships with third parties.
If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, we may experience further negative effects on our business, results of operations and financial condition. Our growth depends in part on the success of our strategic relationships with third parties.
These tariffs or any future additional tariffs or retaliation by another government against such tariffs or policies have introduced significant uncertainty into the market and may impact the costs of materials and supplies used in our home renovations, which could in turn impact our margins.
These widespread tariffs or any future additional tariffs or retaliation by another government against such tariffs or policies have introduced significant uncertainty into the market and may impact the costs of materials and supplies used in our home renovations, which could in turn impact our margins.
If we are not effective in meeting the varied environmental, social and other sustainability expectations of regulators, investors or other stakeholders or effect in addressing sustainability matters that affect our business, or setting and meeting relevant sustainability goals, our reputation and financial results may suffer.
If we are not effective in meeting the varied environmental, social and other sustainability expectations of regulators, investors or other stakeholders, or in addressing sustainability matters that affect our business, or setting and meeting relevant sustainability goals, our reputation and financial results may suffer.
We may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.
Further, we may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.
We operate in a competitive and fragmented industry, and we may not be successful in attracting customers for our products and services, which could harm our business, results of operations and financial condition. We operate in a competitive and fragmented industry, and we expect competition to continue to increase.
We operate in a competitive and fragmented industry, and we may not be successful in attracting customers to our products and services, which could harm our business, results of operations and financial condition. We operate in a competitive and fragmented industry, and we expect competition to continue to increase.
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 business model depends on our ability to continue to attract customers to our 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.
Delaware law and our certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Delaware law and our certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, which limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations. We rely on agreements with third parties to finance our business.
Any of these risks could place further strains on our cash flows, reduce our ability to grow and adversely affect our results of operations. We rely on agreements with third parties to finance our business.
There is a risk that open source software Offerpad Solutions Inc. | 2024 Form 10-K | 28 licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our products. We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services.
There is a risk that open source software Offerpad Solutions Inc. | 2025 Form 10-K | 28 licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our products. We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services.
Our certificate of incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, stockholders or employees to us or our stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”) or our bylaws or certificate of incorporation (as each may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against us or any current or former director, officer or stockholder governed by the internal affairs doctrine.
Our fourth restated certificate of incorporation (the “certificate of incorporation”) provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, stockholders or employees to us or our stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”) or our bylaws or certificate of incorporation (as each may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against us or any current or former director, officer or stockholder governed by the internal affairs doctrine.
We will need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
We may need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
We will require additional capital and debt financing to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to increase our marketing expenditures to improve our brand awareness, build and maintain our real estate inventory, develop new products or services or further improve existing products and services (including mortgage lending), enhance our operating infrastructure and acquire complementary businesses and technologies.
We will require additional capital and debt financing to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to increase our marketing expenditures to improve our brand awareness, build and maintain our real estate inventory, develop new products or services or further improve existing products and services, enhance our operating infrastructure and acquire complementary businesses and technologies.
Litigation of this type, if Offerpad Solutions Inc. | 2024 Form 10-K | 37 instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.
Litigation of this type, if Offerpad Solutions Inc. | 2025 Form 10-K | 37 instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.
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 along the process and enabling us to operate a highly intelligent and automated workflow.
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 throughout the process and enabling us to operate a highly intelligent and automated workflow.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and Offerpad Solutions Inc. | 2024 Form 10-K | 29 there can be no assurance that our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability.
As with many technological innovations, there are significant risks involved in developing, maintaining and deploying Offerpad Solutions Inc. | 2025 Form 10-K | 29 these technologies and there can be no assurance that our investments in such technologies will always enhance our services or be beneficial to our business, including our efficiency or profitability.
Having visitors or short-term occupants in our homes entails risks of damage to the homes, personal injury, unauthorized activities on the properties, theft, rental scams, squatters and trespassers and other situations that may have adverse impacts on us or the homes, including potential adverse reputational impacts.
Having visitors or short-term occupants in our homes entails risks of damage to the homes, personal injury, unauthorized activities on the properties, theft, rental scams, squatters and trespassers and other situations that may have adverse impacts on us or the homes, including potential adverse impacts to our reputation.
To the extent that our services depend upon the successful operation of open source software, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solutions introductions, result in a failure of our platform, and injure our reputation.
To the extent that our services depend upon the successful operation of open source software, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay the introduction of new solutions, result in a failure of our platform, and injure our reputation.
Further, if the macroeconomic and residential real estate market conditions continue to be challenging in the future, we may need to further stall, moderate or decelerate our expansion activities, which may include pausing or reducing real estate inventory acquisitions in certain existing markets.
Further, if the macroeconomic and residential real estate market conditions continue to be challenging in the future, we may need to further stall, moderate or decelerate our expansion activities, which has included and may continue to include pausing or reducing real estate inventory acquisitions in certain existing markets.
Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to privacy and data security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management’s attention from operations; deter people from using our platform; damage our brand and reputation; and materially adversely affect our business, results of operations, and financial condition.
Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to privacy and data security could result in mandated user notifications, litigation (including class actions), government investigations, significant fines, and expenditures; divert management’s attention from operations; deter people from using our platform; damage our brand and reputation; and materially adversely affect our business, results of operations, and financial condition.
Offerpad Solutions Inc. | 2024 Form 10-K | 27 Failure to protect our trade secrets, know-how, proprietary applications, business processes and other proprietary information, could adversely affect the value of our technology and products.
Offerpad Solutions Inc. | 2025 Form 10-K | 27 Failure to protect our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.
Offerpad Solutions Inc. | 2024 Form 10-K | 36 A market for our securities may not continue, which would adversely affect the liquidity and price of our securities. An active trading market for our securities may not be sustained.
Offerpad Solutions Inc. | 2025 Form 10-K | 36 A market for our securities may not continue, which would adversely affect the liquidity and price of our securities. An active trading market for our securities may not be sustained.
Compliance with new or more stringent environmental laws or regulations or varying interpretations of existing laws or conflicting laws or regulations may require material expenditures by us. We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, radon, pesticides, proximity to power lines or other issues.
Compliance with new or more stringent environmental and climate-related laws or regulations or varying interpretations of existing laws or conflicting laws or regulations may require material expenditures by us. We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, radon, pesticides, proximity to power lines or other issues.
We need to maintain and continue to increase our transaction volumes to benefit from operating efficiencies and continue to optimize our cost structure. When we operate at less than expected capacity, fixed costs are inflated and represent a larger percentage of overall cost basis and percentage of revenue.
We need to maintain and continue to increase or balance our transaction volumes strategically to benefit from operating efficiencies and continue to optimize our cost structure. When we operate at less than expected capacity, fixed costs are inflated and represent a larger percentage of overall cost basis and percentage of revenue.
Defending against claims or litigation based on any security breach or incident, regardless of their merit, will be costly and may cause reputation harm.
Defending against claims or litigation based on any security breach or incident, regardless of their merit, will be costly and may cause reputational harm.
Among other things, our certificate of incorporation and bylaws include provisions that: • provide for a classified board of directors with staggered, three-year terms; • permit our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • following the Sunset Date, require that any action of our stockholders be effected only at a meeting of stockholders and not by written consent; • following the Sunset Date, provide that a director may be removed from office only for cause; • following the Sunset Date, provide that vacancies on our board of directors can be filled only by the vote of directors then in office; • prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limit the liability of, and provide for the indemnification of, our directors and officers; • permit our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; • require a supermajority vote of stockholders to amend certain provisions of our certificate of incorporation and, following the Sunset Date, a supermajority vote of stockholders in order to amend the bylaws; • limit our ability to engage in business combinations with certain interested stockholders without certain approvals; and • mandate advance notice procedures with which stockholders must comply in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
Among other things, our certificate of incorporation and bylaws include provisions that: • provide for a classified board of directors with staggered, three-year terms; • permit our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • require that any action of our stockholders be affected only at a meeting of stockholders and not by written consent; • provide that a director may be removed from office only for cause; • provide that vacancies on our board of directors can be filled only by the vote of directors then in office; • prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limit the liability of, and provide for the indemnification of, our directors and officers; • permit our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; Offerpad Solutions Inc. | 2025 Form 10-K | 34 • require a supermajority vote of stockholders to amend certain provisions of our certificate of incorporation and our bylaws; • limit our ability to engage in business combinations with certain interested stockholders without certain approvals; and • mandate advance notice procedures with which stockholders must comply in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
We may experience pressure to make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives at the same time that we may receive pressure to reverse or decline to make commitments relating to those or other sustainability matters.
We may experience pressure to make commitments or provide additional reporting relating to sustainability matters that affect us, including the design, implementation, and reporting of specific risk mitigation strategic initiatives, at the same time that we may receive pressure to reverse or decline to make commitments relating to those or other sustainability matters.
Our issuance of additional shares of common stock or other equity securities of equal or senior rank could have the following effects: • your proportionate ownership interest in our company will decrease; • the relative voting strength of each previously outstanding share of our common stock may be diminished; or • the market price of our shares may decline.
Our issuance of additional shares of common stock or other equity securities of equal or senior rank has in the past and could in the future have the following effects: • your proportionate ownership interest in our company will decrease; • the relative voting strength of each previously outstanding share of our common stock may be diminished; or • the market price of our shares may decline.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future, or could cause us to fall out of compliance with NYSE listing rules.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future, and has in the past and could in the future cause us to fall out of compliance with NYSE listing rules.
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, insurance, mobile and internet-based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws.
As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, insurance, mobile and internet-based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, laws around the development and deployment of artificial intelligence technologies, and employment laws.
Changes or additions to our products or services may not attract or engage our customers, 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.
Changes or additions to our products or services do not always attract or engage our 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.
Covenants in our debt agreements may restrict our borrowing capacity or operating activities and adversely affect our financial condition. Certain of our existing debt agreements contain, and future debt agreements may contain, various affirmative, negative, financial and collateral performance covenants.
Covenants in our debt agreements have restricted and may in the future restrict our borrowing capacity or operating activities and adversely affect our financial condition. Certain of our existing debt agreements contain, and future debt agreements may contain, various affirmative, negative, financial and collateral performance covenants.
As a result of such reviews, we recorded $4.5 million and $8.9 million of real estate inventory valuation adjustments during the years ended December 31, 2024 and 2023, 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.
As a result of such reviews, we recorded $5.3 million and $4.5 million of real estate inventory valuation adjustments during the years ended December 31, 2025 and 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.
The borrowers and certain other loan parties under the debt facilities we use to finance the purchase and renovation of homes are special purpose entity (“ SPE ”) subsidiaries of Offerpad.
The borrowers and certain other loan parties under the debt facilities we use to finance the purchase and renovation of homes are special purpose entity (“SPE”) subsidiaries of Offerpad.
If these increased costs are significant across our real estate inventory, both in terms of costs per home and numbers of homes impacted, this could have an adverse impact on our results of operations that is material.
If these increased costs are significant across our real estate inventory, both in terms of costs per home and numbers of homes impacted, this could have a material adverse impact on our results of operations.
Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage. We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations, but our insurance may not cover all of the costs and losses from all events.
We may not be able to obtain or maintain adequate insurance coverage. We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations, but our insurance may not cover all of the costs and losses from all events.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business, competitors’ businesses or the competitive landscape generally; • the operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to ours; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of our Class A common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of our Class A common stock by our directors, officers or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rate levels, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and • other risk factors listed under “ Risk Factors .” Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours; • changes in the market’s expectations regarding our operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • speculation in the press or investment community; • actual or anticipated developments in our business, competitors’ businesses or the competitive landscape generally; • the operating results failing to meet the expectations of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the market in general; • operating and stock price performance of other companies that investors deem comparable to ours; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of our Class A common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of our Class A common stock by our directors, officers or significant stockholders or the perception that such sales could occur; • general economic and political conditions such as recessions, interest rate levels, global trade conditions, pandemics and acts of war or terrorism; and • other risk factors listed under this “ Risk Factors, ” section.
If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.
We have in the past and may continue in the future to raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.
Due to the geographic scope of our operations, we and our real estate agents may not be in compliance with all of the required licenses at all times. Additionally, if we enter into new markets, we may become subject to additional licensing requirements.
Due to the geographic scope of our operations, we and our real estate agents may not be in compliance with all of the required licenses at all times. Additionally, when we enter into new markets, we have in the past and may in the future become subject to additional licensing requirements.
These entities are subject to stringent state and federal laws and regulations and to the scrutiny of state and federal government agencies as licensed businesses. Mortgage products are regulated at the state level by licensing authorities and administrative agencies, with additional oversight from the Consumer Financial Protection Bureau and other federal agencies.
These entities are subject to stringent state and federal laws and regulations and to the scrutiny of state and federal government agencies as licensed businesses. Mortgage products are regulated at the state level by licensing authorities and administrative agencies, with additional oversight from the CFPB and other federal agencies.
To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2024, the Company had federal and state net operating loss (“NOL”) carryforwards of $806.0 million.
To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2025, the Company had federal and state net operating loss (“NOL”) carryforwards of $905.2 million.
You may be unable to sell your securities unless a market can be established or sustained. The market price of our securities may be volatile. The trading price of our securities has fluctuated and may continue to fluctuate substantially and may be lower than the price at which you purchase such securities.
You may be unable to sell your securities unless a market can be established or sustained. The market price of our securities may be volatile. The trading price of our securities has in the past and may in the future fluctuate substantially, and may be lower than the price at which you purchase such securities.
It is possible we may not be in full compliance with certain laws, regulations, policies, legal obligations, industry guidelines and standards, and any failure or perceived failure by us to comply with these requirements may result and has at times resulted in litigation, and may also result in governmental investigations or enforcement actions, loss of business and unfavorable publicity.
It is possible we may not be in full compliance with certain laws, regulations, policies, legal Offerpad Solutions Inc. | 2025 Form 10-K | 26 obligations, industry guidelines and standards, and any failure or perceived failure by us to comply with these requirements may result and has at times resulted in litigation, and may also result in governmental investigations or enforcement actions, loss of business and unfavorable publicity.
Assuming no change in the outstanding borrowings on our senior and mezzanine secured credit facilities, and other senior secured debt, we estimate that a one percentage point increase in the Secured Overnight Financing Rate would have increased our annual interest expense by $2.4 million during the year ended December 31, 2024.
Assuming no change in the outstanding borrowings on our senior and mezzanine secured credit facilities, and other senior secured debt, we estimate that a one percentage point increase in the Secured Overnight Financing Rate (“SOFR”) would have increased our annual interest expense by $0.8 million during the year ended December 31, 2025.
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 have well-established national reputations and may market similar products and services.
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.
Closures of local recording offices or other governmental offices in charge of real property records, including tax or lien-related records, would adversely affect our ability to conduct operations in the affected geographies. Any of these delays will likely result in extended hold times, increased costs and real estate inventory valuation adjustments.
Closures of local recording offices or other governmental offices in charge of real property records, including tax or lien-related records, would adversely affect our ability to conduct operations in the affected Offerpad Solutions Inc. | 2025 Form 10-K | 24 geographies. Any of these delays will likely result in extended hold times, increased costs and real estate inventory valuation adjustments.
Such an incident could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity. Our risk management efforts may not be effective.
Such an incident could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity.
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 upkeep expenses, insurance expenses, property tax expenses, 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.
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 upkeep, insurance, property tax, homeowners’ association fees, utility fees and other expenses that accompany the ownership of residential real property.
Our ability to recruit and retain a sufficient number of productive independent real estate agents is critical to maintaining and growing our business and providing an adequate level of service to our customers. We partner with independent contractor real estate agents for our brokerage business.
Our ability to recruit and retain a sufficient number of productive independent real estate agents is critical to maintaining and growing our business and providing an adequate level of service to our customers. We partner with independent contractor real estate agents for various components of our business, including our HomePro services.
Additionally, any undetected issues with a third-party provider’s work may adversely affect our reputation as a home seller. Offerpad Solutions Inc. | 2024 Form 10-K | 21 Further, the U.S. has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs.
Additionally, any undetected issues with a third-party provider’s work may adversely affect our reputation as a home seller. Further, the U.S. has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs.
If we fail to maintain adequate relationships with potential financial sources, or if we are unable to renew, refinance or extend our existing debt arrangements on favorable terms or at all, we may be unable to maintain sufficient real estate inventory, which would adversely affect our business and results of operations.
If we fail to maintain adequate relationships with potential financial sources, or if we are unable to renew, refinance or extend our existing debt arrangements on favorable terms or at all, we may be unable to maintain sufficient real estate inventory, which would adversely affect our business and results Offerpad Solutions Inc. | 2025 Form 10-K | 30 of operations.
Our existing net operating losses may be subject to limitations arising from previous ownership changes, and if there is a future change in our stock ownership (which may be outside of our control) that results in an ownership change, our ability to utilize net operating losses could be further limited by Section 382 of the Code.
Our existing net operating losses may be subject to limitations arising from previous ownership changes, Offerpad Solutions Inc. | 2025 Form 10-K | 32 and if there is a future change in our stock ownership (which may be outside of our control) that results in an ownership change, our ability to utilize net operating losses could be further limited by Section 382 of the Code.
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.
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.
Additionally, we may incur significant losses in the future for a number of reasons, including: • our inability to grow market share in our existing markets or any new markets we may enter; • our expansion into new markets or deceleration of market expansion in response to market conditions; • declines in U.S. residential real estate transaction volumes; • increased competition in the U.S. residential real estate industry; • changes in our fee structure or rates; • our failure to accurately price homes we acquire or changes to resale prices during the time homes are in real estate inventory; • our failure to realize anticipated efficiencies through our technology and business model; • costs associated with enhancements, or new offerings of our products and services; • failure to execute our growth strategies; Offerpad Solutions Inc. | 2024 Form 10-K | 16 • increased marketing costs; • lack of access to housing market data that is used in our pricing models at reasonable cost; • hiring additional personnel to support our overall growth; • loss in value of real estate or potential impairments in the value of our assets due to changes in market conditions in the area in which real estate or assets are located; • increases in costs associated with holding our real estate inventories, including financing costs; • the availability of debt financing and securitization funding to finance our real estate inventories; and • unforeseen expenses, difficulties, complications and delays, and other unknown factors.
Additionally, we may incur significant losses in the future for a number of reasons, including: • our inability to grow market share in our existing markets or any new markets we may enter; • our expansion into new markets, deceleration of market expansion and other changes to our underwriting process in response to market conditions; • declines in U.S. residential real estate transaction volumes; • increased competition in the U.S. residential real estate industry; • changes in our fee structure or rates; • our failure to accurately price homes we acquire, changes to resale prices during the time homes are in our real estate inventory or other changes to our underwriting process; • our failure to realize anticipated efficiencies through our technology and business model; • costs associated with enhancements, or new offerings of our products and services; • failure to execute our growth strategies; • increased marketing costs; • lack of access to housing market data that is used in our pricing models at reasonable cost; • inability to manage headcount and personnel in response to market conditions, while supporting our plans for longer-term growth; • loss in value of real estate or potential impairments in the value of our assets due to changes in market conditions in the area in which real estate or assets are located; • increases in costs associated with holding our real estate inventories, including financing costs; • failure to adequately reduce or optimize costs in response to market conditions; • the availability of debt financing and securitization funding to finance our real estate inventories; and • unforeseen expenses, difficulties, complications and delays, and other unknown factors.
Our debt facilities contain cross defaults and similar provisions that could cause us to be in default under multiple debt facilities or otherwise lose access to financing for new homes and excess proceeds from sales of homes in the event we default under a single facility.
Offerpad Solutions Inc. | 2025 Form 10-K | 31 Our debt facilities contain cross defaults and similar provisions that could cause us to be in default under multiple debt facilities or otherwise lose access to financing for new homes and excess proceeds from sales of homes in the event we default under a single facility.
Few peer companies exist and none have yet established long-term track records that might assist us in predicting whether our business model and strategy can be implemented and sustained over an extended period of time.
Additionally, few peer companies with similar business models exist and none have yet to establish long-term track records that might assist us in predicting whether our business model and strategy can be implemented and sustained over an extended period of time.
In particular, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; used without sufficient oversight and governance; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
If owner-supplied information is inaccurate, we may make poor or imperfect pricing decisions and our portfolio may contain more risk than we believe. We also may conduct physical inspections of homes remotely through videos submitted to us by the sellers.
If owner-supplied information is inaccurate, we may make poor or imperfect pricing decisions and our portfolio may contain more risk than we believe. We also may conduct physical inspections of homes Offerpad Solutions Inc. | 2025 Form 10-K | 20 remotely through videos submitted to us by the sellers.
If there is a breach of our IT Systems, and we know or suspect that certain personal information has been accessed, or used inappropriately, we may need to inform the affected individual (and regulatory body) and may be subject to significant fines and penalties.
If there is a breach of our IT Offerpad Solutions Inc. | 2025 Form 10-K | 25 Systems, and we know or suspect that certain personal information has been accessed, or used inappropriately, we may need to inform the affected individual (and regulatory body) and may be subject to significant fines and penalties.
Further, due to the geographic scope of our operations and the nature of the products and services we provide, certain of our other subsidiaries maintain real estate brokerage licenses in certain states in which we operate.
Department of Housing and Urban Development, and the states and municipalities in which we transact. Further, due to the geographic scope of our operations and the nature of the products and services we provide, certain of our other subsidiaries maintain real estate brokerage licenses in certain states in which we operate.
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.
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.
The 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.
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.
Offerpad Solutions Inc. | 2024 Form 10-K | 32 If new financing sources are required, but are insufficient or unavailable, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.
If new financing sources are required, but are insufficient or unavailable, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.
We use internal employees and third parties to renovate and repair homes before we resell them. We or these third-party providers may not be able to complete the required renovations or repairs within the expected timeline or proposed budget.
We use internal employees and third parties to renovate and repair homes under both of these solutions. We or these third-party providers may not be able to complete the required renovations or repairs within the expected timeline or proposed budget.
We also are subject to various laws, regulations and rules that are not industry specific, including employment laws related to employee hiring and termination practices, health and safety laws, environmental laws and other federal, state and local laws, regulations and rules in the Offerpad Solutions Inc. | 2024 Form 10-K | 22 jurisdictions in which we operate.
We also are subject to various laws, regulations and rules that are not industry specific, including employment laws related to employee hiring and termination practices, health and safety laws, environmental laws and other federal, state and local laws, regulations and rules in the jurisdictions in which we operate.
In the event the value of such homes declines significantly, we could experience losses, which in the aggregate could be detrimental to our business and results of operations. Our business is dependent upon our ability to expeditiously sell real estate inventory.
In the event the value of such homes declines significantly, we could experience losses, which in the aggregate could be detrimental to our business and results of operations. Offerpad Solutions Inc. | 2025 Form 10-K | 17 Our business is dependent upon our ability to expeditiously sell real estate inventory.
In the event of a breach we could face government actions resulting in penalties or Offerpad Solutions Inc. | 2024 Form 10-K | 25 consumer class actions alleging statutory damages amounting to hundreds of millions, and possibly billions of dollars, as well as reputational and other harms.
In the event of a breach we could face government actions resulting in penalties or consumer class actions alleging statutory damages amounting to hundreds of millions, and possibly billions, of dollars, as well as reputational and other harms.
Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, we may be, but have not to-date been, required to pay significant Offerpad Solutions Inc. | 2024 Form 10-K | 26 damages.
Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, we may be, but have not to-date been, required to pay significant damages.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOfferpad Solutions Inc. | 2024 Form 10-K | 38 Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment; • a security team composed primarily of members of management, including our Director of IT Operations, that is principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to maintain, assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training — including phishing and malware simulations — of all of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes relevant procedures for evaluating the materiality of identified cybersecurity incidents, and reporting and responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.
Biggest changeKey elements of our cybersecurity risk management program include, but are not limited to, the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • a security team composed primarily of members of management, including our Senior Vice President of Product Management and Senior Director of IT Operations, that is principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to maintain, assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, including incident response personnel and senior management, which includes phishing and malware simulations; Offerpad Solutions Inc. | 2025 Form 10-K | 38 • a cybersecurity incident response plan that includes relevant procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers, suppliers, and vendors based on our assessment of their criticality to our operations and respective risk profile.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
We design and assess our program based on established frameworks, such as the CIS Critical Security Controls (“CIS Controls”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We design and assess our program based on established frameworks, such as the CIS Critical Security Controls (“CIS Controls”).
The Audit Committee reports to the full board of directors regarding its activities, including those related to cybersecurity. The board of directors also receives briefings from senior management on our cyber risk management program. Our information technology management team, along with our externally managed security operations center, is responsible for assessing and managing our risks from cybersecurity threats.
The Audit Commit tee reports to the full board of directors regarding its activities, including those related to cybersecurity. The full board of directors also periodically receives briefings from senior management on our cyber risk management program.
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes background in cybersecurity and information technology operations, with a focus on cybersecurity, data privacy, information technology governance, and risk management.
A long with our externally managed security operations center, these individuals are responsible for assessing and managing our risks from cybersecurity threats. This team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersec urity consultants.
Removed
The team is proficient in conducting vulnerability assessments, analyzing security logs, and implementing necessary security controls, with knowledge in cloud technologies and computing, database management, DevOps, and quality engineering.
Added
Our information technology management team includes our Senior Vice President of Product Management, who has extensive knowledge and skills gained from over 25 years of experience leading product and technology teams at multiple publicly traded companies, and our Senior Director of IT Operations, who has leadership experience across the full spectrum of information technology operations, cybersecurity, and enterprise infrastructure, including the design, implementation, and operation of security controls across enterprise environments, vulnerability management, and incident response coordination.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOfferpad Solutions Inc. | 2024 Form 10-K | 39 The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against us in a reporting period for amounts above management’s expectations, our financial condition, results of operations or cash flows for that reporting period could be adversely impacted, perhaps materially. Refer to Note 16.
Biggest changeThe outcome of litigation is inherently uncertain. If one or more legal matters were resolved against us in a reporting period for amounts above management’s expectations, our financial condition, results of operations or cash flows for that reporting period could be adversely impacted, perhaps materially. Refer to Note 15.
Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Annual Report on Form 10-K for information regarding pending litigation that falls outside the scope of ordinary and routine litigation incidental to our business. Item 4. Mine Safety Disclosures. Not applicable. Offerpad Solutions Inc. | 2024 Form 10-K | 40 PART II
Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Annual Report on Form 10-K for information regarding pending litigation that falls outside the scope of ordinary and routine litigation incidental to our business. Item 4. Mine Safety Disclosures. Not applicable. Offerpad Solutions Inc. | 2025 Form 10-K | 39 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSales of Unregistered Equity Securities No unregistered sales of our equity securities were made during the year ended December 31, 2024. Purchase of Equity Securities We did not repurchase shares of our Class A common stock during the three months ended December 31, 2024.
Biggest changePurchase of Equity Securities We did not repurchase shares of our Class A common stock during the three months ended December 31, 2025.
Because many of our shares of Class A common stock and warrants are held by banks, brokers and other financial institutions on behalf of shareholders, there are a greater number of shareholders represented by these registered holders.
Because many of our shares of Class A common stock and public warrants are held by banks, brokers and other financial institutions on behalf of shareholders, there are a greater number of shareholders represented by these registered holders.
Offerpad Solutions Inc. | 2024 Form 10-K | 41 Stock Performance Graph The following graph illustrates the total return from September 1, 2021 through December 31, 2024, for (i) our Class A common stock, (ii) the Russell 2000 Index, and (iii) the NASDAQ Real Estate and Other Financial Services Index.
Offerpad Solutions Inc. | 2025 Form 10-K | 40 Stock Performance Graph The following graph illustrates the total return from September 1, 2021 through December 31, 2025, for (i) our Class A common stock, (ii) the Russell 2000 Index, and (iii) the NASDAQ Real Estate and Other Financial Services Index.
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. Item 6. [Reserved] Offerpad Solutions Inc. | 2024 Form 10-K | 42
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. Item 6. [Reserved] Offerpad Solutions Inc. | 2025 Form 10-K | 41
Holders of Record As of February 18, 2025, there were 49 registered holders of our Class A common stock, and four registered holders of our warrants.
Holders of Record As of February 17, 2026, there were 73 registered holders of our Class A common stock, and three registered holders of our public warrants.
Added
Sales of Unregistered Equity Securities Except as previously disclosed in our Current Report on Form 8-K filed with the SEC on July 28, 2025, no unregistered sales of our equity securities were made during the year ended December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOfferpad Solutions Inc. | 2024 Form 10-K | 51 Results of Operations 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 periods presented: Year Ended December 31, (in thousands, except percentages) 2024 2023 $ Change % Change Revenue $ 918,819 $ 1,314,412 $ (395,593 ) (30.1 )% Cost of revenue 846,624 1,244,231 (397,607 ) (32.0 )% Gross profit 72,195 70,181 2,014 2.9 % Operating expenses: Sales, marketing and operating 73,091 116,558 (43,467 ) (37.3 )% General and administrative 40,621 50,091 (9,470 ) (18.9 )% Technology and development 4,524 7,945 (3,421 ) (43.1 )% Total operating expenses 118,236 174,594 (56,358 ) (32.3 )% Loss from operations (46,041 ) (104,413 ) 58,372 (55.9 )% Other income (expense) Change in fair value of warrant liabilities 240 68 172 252.9 % Interest expense (18,684 ) (18,859 ) 175 (0.9 )% Other income, net 2,357 6,149 (3,792 ) (61.7 )% Total other expense (16,087 ) (12,642 ) (3,445 ) 27.3 % Loss before income taxes (62,128 ) (117,055 ) 54,927 (46.9 )% Income tax expense (31 ) (163 ) 132 (81.0 )% Net loss $ (62,159 ) $ (117,218 ) $ 55,059 (47.0 )% Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenue Revenue decreased by $395.6 million, or 30.1%, to $918.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Biggest changeOfferpad Solutions Inc. | 2025 Form 10-K | 50 Results of Operations 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 year ended December 31, 2025 compared to year ended December 31, 2024: Year Ended December 31, (in thousands, except percentages) 2025 2024 $ Change % Change Revenue: Cash Offer $ 534,823 $ 894,730 $ (359,907 ) (40.2 )% Renovate 27,107 18,127 8,980 49.5 % Other 5,882 5,962 (80 ) (1.3 )% Total revenue 567,812 918,819 (351,007 ) (38.2 )% Cost of revenue: Cash Offer 503,535 830,607 (327,072 ) (39.4 )% Renovate 21,614 14,218 7,396 52.0 % Other 620 1,799 (1,179 ) (65.5 )% Total cost of revenue 525,769 846,624 (320,855 ) (37.9 )% Gross profit: Cash Offer 31,288 64,123 (32,835 ) (51.2 )% Renovate 5,493 3,909 1,584 40.5 % Other 5,262 4,163 1,099 26.4 % Total gross profit 42,043 72,195 (30,152 ) (41.8 )% Operating expenses: Sales, marketing and operating 45,835 73,091 (27,256 ) (37.3 )% General and administrative 26,192 40,621 (14,429 ) (35.5 )% Technology and development 3,405 4,524 (1,119 ) (24.7 )% Total operating expenses 75,432 118,236 (42,804 ) (36.2 )% Loss from operations (33,389 ) (46,041 ) 12,652 (27.5 )% Other income (expense): Change in fair value of warrant liabilities (130 ) 240 (370 ) (154.2 )% Interest expense (13,403 ) (18,684 ) 5,281 (28.3 )% Other income, net 979 2,357 (1,378 ) (58.5 )% Total other expense (12,554 ) (16,087 ) 3,533 (22.0 )% Loss before income taxes (45,943 ) (62,128 ) 16,185 (26.1 )% Income tax expense (441 ) (31 ) (410 ) * Net loss $ (46,384 ) $ (62,159 ) $ 15,775 (25.4 )% * Not meaningful Revenue Our consolidated revenue decreased by $351.0 million, or 38.2%, to $567.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Factors Affecting Our Performance 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.
Factors Affecting Our Performance We believe 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 in Part I, Item 1A. “Risk Factors” of this Form 10-K.
The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.
The amount of the deferred tax assets considered realizable could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.
The lenders have legal recourse only to the assets securing the debt, and do not have general recourse against us with limited exceptions. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities.
The lenders have legal recourse only to the assets securing the debt, and do not have general recourse against us with limited exceptions. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities.
Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities.
Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed. When we resell a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities.
Net cash used in financing activities during the year ended December 31, 2024 primarily consisted of $829.5 million of repayments of credit facilities and other debt, which was partially offset by $807.9 million of borrowings from credit facilities and other debt.
During the year ended December 31, 2024, net cash used in financing activities primarily consisted of $829.5 million of repayments of secured credit facilities and other debt, which was partially offset by $807.9 million of borrowings from secured credit facilities and other debt.
Operating Expenses Sales, Marketing and Operating Sales, marketing and operating expenses consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs.
Operating Expenses Sales, Marketing and Operating Sales, marketing and operating expenses primarily consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs.
Cost of Revenue Cost of revenue consists of the initial home purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to the listing date and real estate inventory valuation adjustments, if any.
Cost of Revenue Cost of revenue primarily consists of the initial home purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to the listing date and real estate inventory valuation adjustments, if any.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis provides information that Offerpad’s management believes is relevant to an assessment and understanding of Offerpad’s consolidated results of operations and financial condition.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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.
Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service that 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.
Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service, which accounts for the substantial majority of our revenue, with most ancillary products and services having a smaller average revenue per transaction than our cash offering service, but a higher margin.
A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
Our effective tax rate for each of the years ended December 31, 2024 and December 31, 2023 differed from the federal statutory rate of 21% primarily due to the valuation allowance recorded on our deferred tax assets and state taxes.
Our effective tax rate for each of the years ended December 31, 2025 and December 31, 2024 differed from the federal statutory rate of 21% primarily due to the valuation allowance recorded on our deferred tax assets and state taxes.
Historically, we have required access to external financing resources in order to fund growth, increase penetration in existing markets, expansion into new markets and other strategic initiatives, and we expect this to continue in the future. Our access to capital markets can be impacted by factors outside our control, including economic conditions.
Historically, we have required access to external financing resources in order to fund growth, increase penetration in existing markets, expansion into new markets and other strategic initiatives, and we expect this to continue in the future over the long term. Our access to capital markets can be impacted by factors outside our control, including economic conditions.
A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously in the 2023 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
A discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously in the 2024 Annual Report on Form 10-K, which was filed with the SEC on February 25, 2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period.
Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities and other senior secured debt) attributable to homes sold during a reporting period.
Through this offering, 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.
Through our Renovate 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.
This section of this Form 10-K generally discusses 2024 items and the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This section of this Form 10-K generally discusses 2025 items and the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Risk Management Our business model is based upon acquiring homes at a price which will allow us to provide a competitive offer to the consumer, while being able to add value through the renovation process, and relist the home so that it sells at a profit and in a relatively short period of time.
Risk Management A significant portion of our business model is based upon acquiring homes at a price which will allow us to provide a competitive offer to the 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.
On the basis of this evaluation, we recorded a full valuation allowance against the net deferred tax assets as of December 31, 2024 and 2023.
On the basis of this evaluation, we recorded a full valuation allowance against the net deferred tax assets as of December 31, 2025 and 2024.
Future financial performance improvements are expected to be driven by expanding unit level margins through initiatives such as: • Continued optimization of acquisition, renovation, and resale processes and strategies, 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.
Future financial performance improvements are expected to be driven by expanding unit level margins through initiatives such as: • 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, over the long term.
Operating Leverage 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, we focus on developing more automation tools to gain additional leverage.
Operating Leverage 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 over the longer term, we plan to focus on developing more automation tools to gain additional leverage.
However, our ability to fund our working capital and capital expenditure requirements will depend in part on the residential real estate market conditions in the markets in which we operate and in the U.S. in general, and various other general economic, financial, competitive, legislative, regulatory, geopolitical and other conditions that may be beyond our control.
However, our ability to fund our working capital and capital expenditure requirements depends on the residential real estate market conditions in the markets in which we operate and in the U.S. in general, and various other general economic, financial, competitive, legislative, regulatory, geopolitical and other conditions that may be beyond our control.
Contribution Profit / Margin We calculate Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily composed of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments.
Contribution Profit / Margin We calculate Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily composed of interest income earned on our cash and cash equivalents.
(3) Interest expense capitalized represents all interest related costs, including senior and mezzanine secured credit facilities, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale. (4) Direct selling costs represents selling costs incurred related to homes sold in the period presented.
(3) Interest expense capitalized represents all interest related costs under our senior and mezzanine secured credit facilities and other senior secured debt, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale. (4) Direct selling costs represents selling costs incurred related to homes sold in the period presented.
The decrease in expense was primarily attributable to a $18.8 million decrease in advertising expense as we repositioned and optimized our marketing efforts in response to the ongoing challenging residential real estate market conditions, decreased average employee headcount and a decrease in variable costs associated with the decrease in homes sold.
The decrease in expense was primarily attributable to a lower average employee headcount, a decrease in variable costs associated with the decrease in homes sold, and a $4.9 million decrease in advertising expense as we repositioned and optimized our marketing efforts in response to the ongoing challenging residential real estate market conditions.
We are currently headquartered in Tempe, Arizona and operated in over 1,800 cities and towns in 26 metropolitan markets across 17 states as of December 31, 2024. Current Economic Conditions and Health of the U.S.
We are headquartered in Tempe, Arizona and operate in over 1,800 cities and towns in 26 metropolitan markets across 17 states as of December 31, 2025. Current Economic Conditions and Health of the U.S.
(7) Represents holding costs incurred in prior periods on homes sold in the period presented and expensed to Sales, marketing, and operating on the Consolidated Statements of Operations. (8) Other income, net principally represents interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments.
(7) Represents holding costs incurred in prior periods on homes sold in the period presented and expensed to Sales, marketing, and operating on the Consolidated Statements of Operations. (8) Other income, net principally represents interest income earned on our cash and cash equivalents.
Income Tax Expense We recorded income tax expense of less than $0.1 million and $0.2 million during the years ended December 31, 2024 and 2023, respectively, and our effective tax rate was an expense of (0.1%) for both of the respective periods.
Income Tax Expense We recorded income tax expense of $0.4 million and less than $0.1 million during the years ended December 31, 2025 and 2024, respectively, and our effective tax rate was an expense of (1.0)% and (0.1)% for the respective periods.
If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.
If we are able to raise additional funds through further issuances of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Class A common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.
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 are adjusted to the contract price less expected selling costs.
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 are adjusted to net realizable value, which is determined using the contract price less expected selling costs.
Adjusted Net Income (Loss) and Adjusted EBITDA We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.
Offerpad Solutions Inc. | 2025 Form 10-K | 48 Adjusted Net Income (Loss) and Adjusted EBITDA We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.
(9) Represents both senior and mezzanine interest expense incurred on homes sold in the period presented and expensed to interest expense on the Consolidated Statements of Operations. (10) Represents both senior and mezzanine secured credit facilities interest expense incurred in prior periods on homes sold in the period presented and expensed to interest expense on the Consolidated Statements of Operations.
(10) Represents interest expense under our senior and mezzanine secured credit facilities and other senior secured debt incurred in prior periods on homes sold in the period presented and expensed to interest expense on the Consolidated Statements of Operations.
We define Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods.
We define Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. Offerpad Solutions Inc. | 2025 Form 10-K | 46 We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods.
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).
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).
General and Administrative General and administrative expenses consist primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel. General and administrative expense also includes third-party professional service fees, insurance, and rent expense.
Offerpad Solutions Inc. | 2025 Form 10-K | 49 General and Administrative General and administrative expenses primarily consist of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel. General and administrative expense also includes third-party professional service fees, insurance, and rent expense.
Home Purchase Commitments As of December 31, 2024, we were under contract to purchase 163 homes for an aggregate purchase price of $43.4 million, all of which are expected to close within 12 months. Other Purchase Obligations We have other purchase obligations which principally include commitments relating to insurance, information technology, administration services, and marketing.
Home Purchase Commitments As of December 31, 2025, we were under contract to purchase 62 homes for an aggregate purchase price of $16.1 million, all of which are expected to close within twelve months. Other Purchase Obligations We have other purchase obligations which principally include commitments relating to insurance, information technology, administration services, and marketing.
Based on these and other current market conditions, we plan to seek additional financing. Volatility in the credit markets, rising interest rates and softened consumer demand for residential real estate may have an adverse effect on our ability to obtain debt financing on favorable terms or at all.
Volatility in the credit markets, rising interest rates and softened consumer demand for residential real estate may have an adverse effect on our ability to obtain additional debt financing, on favorable terms or at all.
Contribution Profit provides investors a measure to assess Offerpad Solutions Inc. | 2024 Form 10-K | 47 Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs.
Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs.
The decrease in expense was primarily attributable to a $172.0 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $420.6 million during the year ended December 31, 2023 to $248.6 million during the year ended December 31, 2024.
The decrease in expense was primarily attributable to an $83.0 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $248.6 million during the year ended December 31, 2024 to $165.6 million during the year ended December 31, 2025.
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.
When evidence exists that the Offerpad Solutions Inc. | 2025 Form 10-K | 57 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.
Estimated interest payments, which have been calculated using the applicable variable interest rate in existence at December 31, 2024 over an assumed holding period of 142 days, total $5.9 million, $1.6 million, and $0.8 million under the respective facilities and other senior secured debt.
Estimated interest payments, which have been calculated using the applicable variable interest rate in existence at December 31, 2025 over an assumed holding period of 175 days, total $2.2 million, $0.1 million, and $0.7 million under the respective facilities and other senior secured debt.
Offerpad Solutions Inc. | 2024 Form 10-K | 50 Technology and Development Technology and development expenses consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications, mobile applications, and software development. Technology and development expenses are charged to operations as incurred.
Technology and Development Technology and development expenses primarily consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications, mobile applications, and software development. Technology and development expenses are charged to operations as incurred.
As of December 31, 2024, we had $22.6 million of total future lease payments, including imputed interest and tenant incentive receivables, associated with our operating lease arrangements, of which, $2.8 million is short-term. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with GAAP.
As of December 31, 2025, we had $19.8 million of total future lease payments, including imputed interest, associated with our operating lease arrangements, of which, $2.1 million is short-term. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with GAAP.
We have invested significant resources into our underwriting and asset management systems. Our real estate operations team, including our pricing team, together with our software engineering and data science teams are responsible for underwriting accuracy, portfolio health, and workflow optimization.
Since our inception, we have invested significant resources into our underwriting and asset management systems, and expect to continue doing so in the future. Our real estate operations team, including our pricing team, together with our software engineering and data science teams are responsible for underwriting accuracy, portfolio health, and workflow optimization.
The decrease in expense was primarily attributable to a decrease in fees associated with our credit facilities, decreased average employee headcount, lower insurance costs, and decreased accounting and other professional fees.
The decrease in expense was primarily attributable to decreased average employee headcount, a decrease in lender fees in connection with reduced borrowings on our credit facilities, lower insurance costs and decreased fees associated with legal and other professional obligations.
Senior Secured Debt - Other We have 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. The weighted-average interest rate under our other senior secured debt was 9.24% as of December 31, 2024.
Senior Secured Debt - Other We have 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.
Offerpad Solutions Inc. | 2024 Form 10-K | 49 We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.
We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.
We believe our cash on hand, together with proceeds from the resale of homes and cash from future borrowings available under each of our existing credit facilities, or the entry into new debt financing arrangements or the issuance of equity instruments, will be sufficient to meet our short-term working capital and capital expenditure requirements for at least the next twelve months.
We believe this existing cash on hand, proceeds from the resale of homes, fees and commissions earned from our other real estate service solutions, and cash from future borrowings available under each of our existing credit facilities, or the entry into additional new debt financing arrangements or further issuances of equity securities, will be sufficient to meet our short-term working capital and capital expenditure requirements for at least the next twelve months.
Offerpad Solutions Inc. | 2024 Form 10-K | 48 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: Year Ended December 31, (in thousands, except percentages and homes sold, unaudited) 2024 2023 Gross profit (GAAP) $ 72,195 $ 70,181 Gross margin 7.9 % 5.3 % Homes sold 2,707 3,674 Gross profit per home sold $ 26.7 $ 19.1 Adjustments: Real estate inventory valuation adjustment - current period (1) 2,953 837 Real estate inventory valuation adjustment - prior period (2) (793 ) (58,125 ) Interest expense capitalized (3) 5,771 7,234 Adjusted gross profit $ 80,126 $ 20,127 Adjusted gross margin 8.7 % 1.5 % Adjustments: Direct selling costs (4) (24,208 ) (35,225 ) Holding costs on sales - current period (5)(6) (3,955 ) (3,357 ) Holding costs on sales - prior period (5)(7) (581 ) (2,166 ) Other income, net (8) 2,357 6,149 Contribution profit (loss) $ 53,739 $ (14,472 ) Contribution margin 5.8 % (1.1 )% Homes sold 2,707 3,674 Contribution profit (loss) per home sold $ 19.9 $ (3.9 ) Adjustments: Interest expense capitalized (3) (5,771 ) (7,234 ) Interest expense on homes sold - current period (9) (13,869 ) (15,289 ) Interest expense on homes sold - prior period (10) (2,976 ) (13,924 ) Contribution profit (loss) after interest $ 31,123 $ (50,919 ) Contribution margin after interest 3.4 % (3.9 )% Homes sold 2,707 3,674 Contribution profit (loss) after interest per home sold $ 11.5 $ (13.9 ) (1) 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.
Offerpad Solutions Inc. | 2025 Form 10-K | 47 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: Year Ended December 31, (in thousands, except percentages and homes sold, unaudited) 2025 2024 Gross profit (GAAP) $ 42,043 $ 72,195 Gross margin 7.4 % 7.9 % Homes sold 1,591 2,707 Gross profit per home sold $ 26.4 $ 26.7 Adjustments: Real estate inventory valuation adjustment - current period (1) 1,418 2,953 Real estate inventory valuation adjustment - prior period (2) (2,744 ) (793 ) Interest expense capitalized (3) 4,515 5,771 Adjusted gross profit $ 45,232 $ 80,126 Adjusted gross margin 8.0 % 8.7 % Adjustments: Direct selling costs (4) (14,830 ) (24,208 ) Holding costs on sales - current period (5)(6) (2,742 ) (3,955 ) Holding costs on sales - prior period (5)(7) (1,039 ) (581 ) Other income, net (8) 979 2,357 Contribution profit $ 27,600 $ 53,739 Contribution margin 4.9 % 5.8 % Homes sold 1,591 2,707 Contribution profit per home sold $ 17.3 $ 19.9 Adjustments: Interest expense capitalized (3) (4,515 ) (5,771 ) Interest expense on homes sold - current period (9) (8,927 ) (13,869 ) Interest expense on homes sold - prior period (10) (4,352 ) (2,976 ) Contribution profit after interest $ 9,806 $ 31,123 Contribution margin after interest 1.7 % 3.4 % Homes sold 1,591 2,707 Contribution profit after interest per home sold $ 6.2 $ 11.5 (1) 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.
Technology and Development Technology and development expense decreased by $3.4 million, or 43.1%, to $4.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in expense was primarily attributable to decreased average employee headcount.
Technology and Development Technology and development expense decreased by $1.1 million, or 24.7%, to $3.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in expense was primarily attributable to decreased average employee headcount and lower third-party consulting fees.
This was partially offset by a $62.2 million net loss during the period, which included $8.1 million of non-cash stock-based compensation expense and a $4.5 million non-cash real estate inventory valuation adjustment.
This was partially offset by a $62.2 million net loss during the period, which included $8.1 million of non-cash stock-based compensation expense and a $4.5 million non-cash real estate inventory valuation adjustment. Investing Activities Net cash used in investing activities was $1.1 million and $5.3 million for the years ended December 31, 2025 and 2024, respectively.
The following table presents a reconciliation of our Adjusted Net Income (Loss) and Adjusted EBITDA to our GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in thousands, except percentages, unaudited) 2024 2023 Net loss (GAAP) $ (62,159 ) $ (117,218 ) Change in fair value of warrant liabilities (240 ) (68 ) Adjusted net loss $ (62,399 ) $ (117,286 ) Adjusted net loss margin (6.8 )% (8.9 )% Adjustments: Interest expense 18,684 18,859 Amortization of capitalized interest (1) 5,771 7,234 Income tax expense 31 163 Depreciation and amortization 611 728 Amortization of stock-based compensation 8,080 7,915 Adjusted EBITDA $ (29,222 ) $ (82,387 ) Adjusted EBITDA margin (3.2 )% (6.3 )% (1) Amortization of capitalized interest represents all interest related costs, including senior and mezzanine interest related costs, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale.
The following table presents a reconciliation of our Adjusted Net Income (Loss) and Adjusted EBITDA to our GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated: Year Ended December 31, (in thousands, except percentages, unaudited) 2025 2024 Net loss (GAAP) $ (46,384 ) $ (62,159 ) Change in fair value of warrant liabilities 130 (240 ) Adjusted net loss $ (46,254 ) $ (62,399 ) Adjusted net loss margin (8.1 )% (6.8 )% Adjustments: Interest expense 13,403 18,684 Amortization of capitalized interest (1) 4,515 5,771 Income tax expense 441 31 Depreciation and amortization 979 611 Amortization of stock-based compensation 2,828 8,080 Adjusted EBITDA $ (24,088 ) $ (29,222 ) Adjusted EBITDA margin (4.2 )% (3.2 )% (1) Amortization of capitalized interest represents all interest related costs under our senior and mezzanine secured credit facilities and other senior secured debt, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale.
Credit Facilities and Other Debt As of December 31, 2024, we had aggregate outstanding principal amounts on our senior and mezzanine secured credit facilities of $185.2 million and $31.2 million, respectively, and $21.4 million on our other senior secured debt.
Senior and Mezzanine Secured Credit Facilities and Other Senior Secured Debt As of December 31, 2025, we had aggregate outstanding principal amounts on our senior and mezzanine secured credit facilities of $58.6 million and $2.0 million, respectively, and $17.7 million on our other senior secured debt.
We sold 2,707 homes during the year ended December 31, 2024 compared to 3,674 homes during the year ended December 31, 2023, representing a decrease of 26.3%.
We sold 1,591 homes during the year ended December 31, 2025 compared to 2,707 homes during the year ended December 31, 2024, representing a decrease of 41.2%.
Offerpad Solutions Inc. | 2024 Form 10-K | 55 Mezzanine Secured Credit Facilities In addition to the senior secured credit facilities, we use mezzanine secured credit facilities which are structurally and contractually subordinated to the related senior secured credit facilities.
Mezzanine Secured Credit Facilities In addition to the senior secured credit facilities, we use mezzanine secured credit facilities which are structurally and contractually subordinated to the related senior secured credit facilities.
Sales, Marketing and Operating Sales, marketing and operating expense decreased by $43.5 million, or 37.3%, to $73.1 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Sales, Marketing and Operating Sales, marketing and operating expense decreased by $27.3 million, or 37.3%, to $45.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Borrowings under the senior secured credit facilities and mezzanine secured credit facilities, and other debt accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate plus a margin.
Interest Expense Interest expense primarily consists of interest on borrowings, including amortization of debt issuance costs related to our senior secured credit facilities, mezzanine secured credit facilities, and other debt. Borrowings under the senior and mezzanine secured credit facilities, and other debt accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate plus a margin.
Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the years ended December 31, 2024 and 2023 represents gains of $0.2 million and $0.1 million, respectively, as a result of the fair value adjustment of our warrant liabilities.
Offerpad Solutions Inc. | 2025 Form 10-K | 52 Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the years ended December 31, 2025 and 2024 represents a loss of $0.1 million and a gain of $0.2 million, respectively, as a result of the fair value adjustment of our warrant liabilities.
Investing Activities Net cash (used in) provided by investing activities was $(5.3) million and $2.0 million and for the years ended December 31, 2024 and 2023, respectively. Net cash used in investing activities during the year ended December 31, 2024 principally represents purchases of property and equipment.
Net cash used in investing activities during each year principally represents purchases of property and equipment. Financing Activities Net cash used in financing activities was $111.2 million and $21.8 million for the years ended December 31, 2025 and 2024, respectively.
In 2024, net cash provided by operating activities primarily resulted from a $57.9 million decrease in real estate inventory as a result of sales volumes increasing at a higher rate compared to home acquisitions as we reduced our home acquisition pace during the second half of 2024 as we continued to balance our real estate inventory levels to optimize our return.
Net cash provided by operating activities during the year ended December 31, 2024 primarily resulted from a $57.9 million decrease in real estate inventory as a result of sales volumes increasing at a higher rate compared to home acquisitions.
With the exception of the year ended December 31, 2021, during which we generated net income, we have incurred losses each year from inception, and may incur additional losses in the future. Since our launch in 2015, we have invested in the development and expansion of our operations.
Our principal sources of liquidity have historically consisted of cash generated from our operations and financing activities. With the exception of the year ended December 31, 2021, during which we generated net income, we have incurred losses each year from inception, and may incur additional losses in the future.
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 to our asset-light platform offerings, we believe a significant portion of the total addressable market is serviceable with our business model.
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.
Other gross profit margin was 33.5% for the year ended December 31, 2024 compared to 37.1% for the year ended December 31, 2023. This decrease in gross profit margin was primarily due to a shift in the product mix of the asset-light platform offerings included in Other during 2024.
Other gross profit margin was 89.5% for the year ended December 31, 2025 compared to 69.8% for the year ended December 31, 2024. This increase in gross profit margin was primarily due to a shift in the product mix of the solution offerings included in Other.
General and Administrative General and administrative expense decreased by $9.5 million, or 18.9%, to $40.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
General and Administrative General and administrative expense decreased by $14.4 million, or 35.5%, to $26.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Cash Flows The following summarizes our cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, ($ in thousands) 2024 2023 Net cash provided by operating activities $ 20,833 $ 261,632 Net cash (used in) provided by investing activities (5,326 ) 1,985 Net cash used in financing activities (21,815 ) (323,982 ) Net change in cash, cash equivalents and restricted cash $ (6,308 ) $ (60,365 ) Offerpad Solutions Inc. | 2024 Form 10-K | 56 Operating Activities Net cash provided by operating activities was $20.8 million and $261.6 million for the years ended December 31, 2024 and 2023, respectively.
Cash Flows The following summarizes our cash flows for the years ended December 31: ($ in thousands) 2025 2024 Net cash provided by operating activities $ 66,810 $ 20,833 Net cash used in by investing activities (1,060 ) (5,326 ) Net cash used in financing activities (111,206 ) (21,815 ) Net change in cash, cash equivalents and restricted cash $ (45,456 ) $ (6,308 ) Operating Activities Net cash provided by operating activities was $66.8 million and $20.8 million for the years ended December 31, 2025 and 2024, respectively.
This net decrease in credit facility and other debt funding of $21.6 million was directly related to the decrease in financed real estate inventory during the period.
This net decrease in credit facility and other debt funding of $21.6 million was directly related to the decrease in financed real estate inventory during the year ended December 31, 2024. Material Cash Requirements and Other Obligations Our material cash requirements include the following contractual obligations and other commitments.
Other cost of revenue decreased by $3.1 million, or 16.4%, to $16.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cash Offer cost of revenue decreased by $327.1 million, or 39.4%, to $503.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
This decrease was primarily attributable to lower sales volumes, a lower average home acquisition price, and a decrease in the real estate inventory valuation adjustment. Gross profit margin was 7.9% for the year ended December 31, 2024 compared to 5.3% for the year ended December 31, 2023.
This decrease was primarily attributable to lower sales volumes and a lower home acquisition price, which was partially offset by an increase in the real estate inventory valuation adjustment from $4.5 million during the year ended December 31, 2024 to $5.3 million during the year ended December 31, 2025.
Our agent partnership program provides referral fees to agents who sell or select our cash offer. This program is designed to enable customers to utilize our services in a way that best suits their home-selling situation, while also serving as a valuable resource for real estate agents.
Our Brokerage Services 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.
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. B2B Renovate Business Services Our B2B Renovate business services represent an important component of our asset-light platform offerings.
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. Renovate Our renovation process has been a key component of our business model since our inception, built to improve home quality and resale outcomes.
Cash Offer revenue decreased by $389.2 million, or 30.3%, to $894.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily attributable to lower sales volumes and a lower average sales price per home.
Cash Offer revenue decreased by $359.9 million, or 40.2%, to $534.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily attributable to lower sales volumes.
We anticipate this integration will further expand our reach and diversify our lead sources. Ancillary products and services We aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital driven platform, focused on transparency and ease of use.
Offerpad Solutions Inc. | 2025 Form 10-K | 44 Ancillary products and services Over the long term, we aim to deliver other additional products and services tied to the core real estate transaction in a smooth, efficient, digital-driven platform, focused on transparency and ease of use.
As we expand our reach through these other service offerings, we expect to continue to serve customers in markets beyond our direct service area. Further, this strategic approach has 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.
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.
Interest Expense Interest expense decreased by $0.2 million, or 0.9%, to $18.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Interest Expense Interest expense decreased by $5.3 million, or 28.3%, to $13.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The following summarizes certain details related to our mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- Average Interest End of Revolving / Withdrawal Final Maturity As of December 31, 2024 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 18,372 13.67 % June 2025 December 2025 Mezzanine financial institution 1 — 45,000 45,000 — 13.86 % January 2026 July 2026 Mezzanine financial institution 2 26,667 13,333 40,000 7,707 12.39 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 5,160 13.59 % March 2025 September 2025 Mezzanine secured credit facilities $ 79,667 $ 97,333 $ 177,000 $ 31,239 As of December 31, 2024, we had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock.
The following summarizes certain details related to our mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- Average Interest End of Revolving / Withdrawal Final Maturity As of December 31, 2025 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ — $ 35,000 $ 35,000 $ 2,006 13.00 % June 2026 December 2026 Mezzanine financial institution 1 — 45,000 45,000 — — January 2026 July 2026 Mezzanine financial institution 2 — 40,000 40,000 — 11.58 % January 2026 April 2026 Related party facility 2 6,811 15,189 22,000 — 13.00 % March 2025 February 2026 Mezzanine secured credit facilities $ 6,811 $ 135,189 $ 142,000 $ 2,006 As of December 31, 2025, we had multiple mezzanine secured credit facilities, including two with a related party.
We expect Offerpad Solutions Inc. | 2024 Form 10-K | 45 this program will allow us to help more homeowners sell their home and expand our ability to reach more customers, while also providing customers with the benefit of receiving an optimized offer for their home.
We expect our Cash Offer Marketplace will 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.
Net cash provided by operating activities during the year ended December 31, 2023 was also impacted by the $117.2 million net loss during the period, which included an $8.9 million non-cash real estate inventory valuation adjustment, the majority of which was recorded in the first quarter of 2023 as a result of dislocated residential real estate market conditions.
Net cash provided by operating activities during the year ended December 31, 2025 was also impacted by the $46.4 million net loss during the period, which included a $5.3 million non-cash real estate inventory valuation adjustment and $2.8 million of non-cash stock-based compensation expense.
These investments include improvements in infrastructure and a continual improvement to our software and technology platform. We have also invested in sales and marketing as we have increased our market penetration in existing markets, and grown our business through new market expansion and the increased offering of asset-light platform services.
We have also invested in sales and marketing as we have increased our market penetration in existing markets, and grown our business through new market expansion and the increased offering of other real estate service solutions.
Given this high degree of fragmentation, we believe that bringing a solutions-oriented approach to the market with multiple buying and selling services to meet the unique needs of customers could lead to continued market share growth and accelerated adoption of the digital model.
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.
As a result of this shift, combined with the impact of the normal seasonal increase that occurs in the fall and winter months, we anticipate our average real estate inventory holding period will continue to increase in early 2025.
Based on the current market conditions, combined with the impact of the normal seasonal increase that occurs in the fall and winter months, we anticipate our average real estate inventory holding period will remain higher than our historical norms during the first quarter of 2026.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAssuming no change in the outstanding borrowings on our senior and mezzanine secured credit facilities and other senior secured debt, we estimate that a one percentage point increase in SOFR would have increased our annual interest expense by $2.4 million during the year ended December 31, 2024.
Biggest changeBorrowings under these debt arrangements accrue interest at a floating rate based on a SOFR reference rate plus a margin. Assuming no change in the outstanding borrowings under these debt arrangements, we estimate that a one percentage point increase in SOFR would have increased our annual interest expense by $0.8 million during the year ended December 31, 2025.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to economic and other market risks, which principally includes changes in interest rates. Interest Rate Risk We are subject to market risk associated with changing interest rates within our variable rate senior and mezzanine secured credit facilities, and other secured debt arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to economic and other market risks, which principally includes changes in interest rates. Interest Rate Risk We are subject to market risk associated with changing interest rates within our variable rate senior and mezzanine secured credit facilities, and other senior secured debt arrangements.
As of December 31, 2023, our exposure to changes in interest rates for these debt arrangements was principally associated with SOFR.
As of December 31, 2024, our exposure to changes in interest rates for our outstanding debt arrangements was principally associated with SOFR.
Assuming no change in the outstanding borrowings on our senior and mezzanine secured credit facilities as of December 31, 2023, we estimate that a one percentage point increase in SOFR would have increased our annual interest expense by $2.6 million during the year ended December 31, 2023. Offerpad Solutions Inc. | 2024 Form 10-K | 59
Assuming no change in the outstanding borrowings under such debt arrangements as of December 31, 2024, we estimate that a one percentage point increase in SOFR would have increased our annual interest expense by $2.4 million during the year ended December 31, 2024. Offerpad Solutions Inc. | 2025 Form 10-K | 58
As of December 31, 2024, our exposure to changes in interest rates for these debt arrangements is principally associated with the Secured Overnight Financing Rate (“SOFR”). We had outstanding borrowings on our senior and mezzanine secured credit facilities of $185.2 million and $31.2 million, respectively, and $21.4 million on our other senior secured debt as of December 31, 2024.
As of December 31, 2025, our exposure to changes in interest rates for these debt arrangements is principally associated with the SOFR. We had outstanding borrowings on our senior and mezzanine secured credit facilities of $58.6 million and $2.0 million, respectively, and $17.7 million on our other senior secured debt as of December 31, 2025.
Removed
Borrowings under these debt arrangements accrue interest at a floating rate based on a SOFR reference rate plus a margin.

Other OPAD 10-K year-over-year comparisons