10-Q

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets


		September 30,			December 31,
(in thousands, except par value per share) (Unaudited)		2026			2025
ASSETS
Current assets:
Cash and cash equivalents		$	12,106		$	26,543
Restricted cash			2,356			1,627
Accounts receivable			5,434			7,938
Real estate inventory			231,121			93,793
Prepaid expenses and other current assets			1,528			1,792
Total current assets			252,545			131,693
Property and equipment, net			13,699			14,673
Other non-current assets			7,928			8,405
TOTAL ASSETS	(1)	$	274,172		$	154,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,585		$	1,667
Accrued and other current liabilities			9,289			8,698
Secured credit facilities and other debt, net			197,755			75,494
Secured credit facilities with a related party, net			3,429			2,582
Warrant liabilities			—			361
Total current liabilities			214,058			88,802
Revolving credit facility, net			19,715			14,650
Other long-term liabilities			12,314			13,100
Total liabilities	(2)		246,087			116,552
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 5,138 and 3,721 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively			1			—
Additional paid-in capital			565,387			544,649
Accumulated deficit			(537,303	)		(506,430	)
Total stockholders’ equity			28,085			38,219
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	274,172		$	154,771

________________

(1)

Consolidated assets as of September 30, 2026 and December 31, 2025 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $2,031 and $1,302; Accounts receivable, $217 and $303; Real estate inventory, $231,121 and $93,793; Prepaid expenses and other current assets, $244 and $169; Property and equipment, net, $5,557 and $5,611; Total assets, $239,170 and $101,178, respectively.

(2)

Consolidated liabilities as of September 30, 2026 and December 31, 2025 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $1,665 and $398; Accrued and other current liabilities, $1,051 and $526; Secured credit facilities and other debt, net, $201,184 and $78,076; Total liabilities, $203,900 and $79,000, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands, except per share data) (Unaudited)	2026			2025			2026			2025
Revenue	$	78,069		$	132,681		$	235,797		$	453,694
Cost of revenue		71,573			123,345			216,627			419,662
Gross profit		6,496			9,336			19,170			34,032
Operating expenses:
Sales, marketing and operating		8,292			10,141			23,488			37,157
General and administrative		6,574			5,149			19,481			20,141
Technology and development		985			788			2,825			2,794
Total operating expenses		15,851			16,078			45,794			60,092
Loss from operations		(9,355	)		(6,742	)		(26,624	)		(26,060	)
Other income (expense):
Change in fair value and expiration of warrant liabilities		69			(987	)		361			(915	)
Interest expense		(2,227	)		(3,646	)		(5,231	)		(10,833	)
Other income, net		71			151			663			691
Total other expense		(2,087	)		(4,482	)		(4,207	)		(11,057	)
Loss before income taxes		(11,442	)		(11,224	)		(30,831	)		(37,117	)
Income tax expense		(10	)		(380	)		(42	)		(447	)
Net loss	$	(11,452	)	$	(11,604	)	$	(30,873	)	$	(37,564	)
Net loss per share, basic	$	(2.30	)	$	(3.71	)	$	(6.43	)	$	(13.00	)
Net loss per share, diluted	$	(2.30	)	$	(3.71	)	$	(6.43	)	$	(13.00	)
Weighted average common shares outstanding, basic		4,983			3,128			4,800			2,889
Weighted average common shares outstanding, diluted		4,983			3,128			4,800			2,889

The accompanying notes are an integral part of these condensed consolidated financial statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares			Amount		Capital			Deficit			Equity
Balance at June 30, 2026		4,832		$	—	$	563,157		$	(525,851	)	$	37,306
Issuance of common stock upon vesting of restricted stock units		1			—		(2	)		—			(2	)
Issuance of common stock from Sale Agreement, net		318			1		1,246			—			1,247
Forfeiture of sponsor shares		(13	)		—		—			—			—
Stock-based compensation		—			—		986			—			986
Net loss		—			—		—			(11,452	)		(11,452	)
Balance at September 30, 2026		5,138		$	1	$	565,387		$	(537,303	)	$	28,085


	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at June 30, 2025		2,771	$	—	$	510,541		$	(486,006	)	$	24,535
Issuance of common stock upon exercise of stock options		6		—		168			—			168
Issuance of common stock upon vesting of restricted stock units		1		—		(3	)		—			(3	)
Issuance of common stock from July 2025 Offering, net		286		—		3,757			—			3,757
Issuance of 2025 Warrants, net		—		—		1,404			—			1,404
Issuance of common stock from Sale Agreement, net		429		—		20,780			—			20,780
Stock-based compensation		—		—		815			—			815
Net loss		—		—		—			(11,604	)		(11,604	)
Balance at September 30, 2025		3,493	$	—	$	537,462		$	(497,610	)	$	39,852

The accompanying notes are an integral part of these condensed consolidated financial statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares			Amount		Capital			Deficit			Equity
Balance at December 31, 2025		3,721		$	—	$	544,649		$	(506,430	)	$	38,219
Issuance of common stock upon vesting of restricted stock units		112			—		(261	)		—			(261	)
Issuance of common stock from January 2026 Offering, net		1,000			—		16,813			—			16,813
Issuance of common stock from Sale Agreement, net		318			1		1,246			—			1,247
Forfeiture of sponsor shares		(13	)		—		—			—			—
Stock-based compensation		—			—		2,940			—			2,940
Net loss		—			—		—			(30,873	)		(30,873	)
Balance at September 30, 2026		5,138		$	1	$	565,387		$	(537,303	)	$	28,085


	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
(in thousands) (Unaudited)	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2024		2,738	$	—	$	507,699		$	(460,046	)	$	47,653
Issuance of common stock upon exercise of stock options		6		—		168			—			168
Issuance of common stock upon vesting of restricted stock units		34		—		(200	)		—			(200	)
Issuance of common stock from July 2025 Offering, net		286		—		3,757			—			3,757
Issuance of 2025 Warrants, net		—		—		1,404			—			1,404
Issuance of common stock from Sale Agreement, net		429		—		20,780			—			20,780
Stock-based compensation		—		—		3,854			—			3,854
Net loss		—		—		—			(37,564	)		(37,564	)
Balance at September 30, 2025		3,493	$	—	$	537,462		$	(497,610	)	$	39,852

The accompanying notes are an integral part of these condensed consolidated financial statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows


	Nine Months Ended
	September 30,
($ in thousands) (Unaudited)	2026			2025
Cash flows from operating activities:
Net loss	$	(30,873	)	$	(37,564	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		851			712
Amortization of debt financing costs		285			700
Real estate inventory valuation adjustment		946			4,801
Stock-based compensation		2,940			3,854
Change in fair value and expiration of warrant liabilities		(361	)		915
Loss on disposal of property and equipment		132			162
Changes in operating assets and liabilities:
Accounts receivable		2,504			(3,540	)
Real estate inventory		(138,274	)		47,006
Prepaid expenses and other assets		741			1,529
Accounts payable		1,918			(10	)
Accrued and other liabilities		(195	)		(2,258	)
Net cash (used in) provided by operating activities		(159,386	)		16,307
Cash flows from investing activities:
Purchases of property and equipment		(66	)		(1,079	)
Proceeds from sale of property and equipment		57			19
Net cash used in investing activities		(9	)		(1,060	)
Cash flows from financing activities:
Borrowings from secured credit facilities and other debt		295,706			360,641
Repayments of secured credit facilities and other debt		(172,679	)		(456,293	)
Payment of debt financing costs		(139	)		(486	)
Borrowings on revolving credit facility		5,000			15,000
Proceeds from January 2026 Offering		18,000			—
Issuance costs of January 2026 Offering		(1,187	)		—
Proceeds from Sale Agreement offering		1,343			21,718
Issuance costs of Sale Agreement offering		(96	)		(938	)
Proceeds from July 2025 Offering		—			6,000
Issuance costs of July 2025 Offering		—			(839	)
Proceeds from exercise of stock options		—			168
Payments for taxes related to stock-based awards		(261	)		(200	)
Net cash provided by (used in) financing activities		145,687			(55,229	)
Net change in cash, cash equivalents and restricted cash		(13,708	)		(39,982	)
Cash, cash equivalents and restricted cash, beginning of period		28,170			73,626
Cash, cash equivalents and restricted cash, end of period	$	14,462		$	33,644
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Cash and cash equivalents	$	12,106		$	30,959
Restricted cash		2,356			2,685
Total cash, cash equivalents and restricted cash	$	14,462		$	33,644
Supplemental disclosure of cash flow information:
Cash payments for interest	$	6,199		$	12,958
Cash payments for taxes, net	$	114		$	392

The accompanying notes are an integral part of these condensed consolidated financial statements.

Note 1. Nature of Operations and Significant Accounting Policies

Description of Business

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

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

Basis of Presentation and Interim Financial Information

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

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

Reverse Stock Split

On June 3, 2026, at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved a reverse stock split of the Company’s Class A common stock with a par value of $0.0001 per share (“common stock”) at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Company’s Board of Directors (the “Board”) in its discretion. Following the Annual Meeting, the Board approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. On June 8, 2026, the Company filed a certificate of amendment to its Fourth Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s common stock began trading on a split-adjusted basis at market open on June 9, 2026 under the existing symbol “OPAD”.

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

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

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

Use of Estimates

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

Principles of Consolidation

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

Real Estate Inventory

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

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

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

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

Recent Accounting Standards

Disaggregation of Income Statement Expenses

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

Interim Reporting

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

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

Note 2. Real Estate Inventory

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


	September 30,		December 31,
($ in thousands)	2026		2025
Homes preparing for and under renovation	$	54,763	$	11,335
Homes listed for sale		145,451		62,557
Homes under contract to sell		30,907		19,901
Real estate inventory	$	231,121	$	93,793

Note 3. Property and Equipment

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


	September 30,			December 31,
($ in thousands)	2026			2025
Leasehold improvements	$	5,928		$	5,963
Rooftop solar panel systems		4,864			4,935
Properties held for use		4,455			4,389
Land		1,239			1,239
Office equipment and furniture		944			1,284
Software systems		338			386
Computers and equipment		224			224
Property and equipment, gross		17,992			18,420
Less: accumulated depreciation		(4,293	)		(3,747	)
Property and equipment, net	$	13,699		$	14,673

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

Note 4. Leases

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

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

Supplemental information related to leases was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2026		2025		2026		2025
Cash payments for amounts included in the measurement of operating lease liabilities	$	528	$	532	$	1,560	$	1,489
Tenant incentive allowances	$	—	$	—	$	—	$	763


	As of
	September 30,			December 31,
	2026			2025
Weighted-average remaining lease term (in years)		8.7			9.3
Weighted-average discount rate		7.5	%		7.5	%

There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during each of the three and nine months ended September 30, 2026 and 2025.

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


($ in thousands)
Remainder of 2026	$	528
2027		1,949
2028		1,922
2029		1,974
2030		2,029
2031		2,085
Thereafter		7,749
Total future lease payments		18,236
Less: Imputed interest		(4,847	)
Total lease liabilities	$	13,389

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


		September 30,		December 31,
($ in thousands)	Financial Statement Line Items	2026		2025
Right-of-use assets	Other non-current assets	$	6,969	$	7,408
Lease liabilities:
Current liabilities	Accrued and other current liabilities	$	1,075	$	1,105
Non-current liabilities	Other long-term liabilities		12,314		13,100
Total lease liabilities		$	13,389	$	14,205

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

Note 5. Accrued and Other Liabilities

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


	September 30,		December 31,
($ in thousands)	2026		2025
Home renovation	$	2,481	$	2,328
Payroll and other employee related expenses		1,692		1,777
Interest		1,134		613
Operating lease liabilities		1,075		1,105
Legal and professional obligations		574		591
Marketing		528		257
Other		1,805		2,027
Accrued and other current liabilities	$	9,289	$	8,698

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

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

Note 6. Credit Facilities and Other Debt

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


	September 30,			December 31,
($ in thousands)	2026			2025
Senior secured credit facilities with financial institutions	$	195,279		$	57,957
Senior secured credit facilities with a related party		1,098			628
Senior secured debt - other		2,579			17,689
Mezzanine secured credit facilities with a related party		2,351			2,006
Revolving credit facility		20,000			15,000
Debt financing costs		(408	)		(554	)
Total credit facilities and other debt, net	$	220,899		$	92,726

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


	September 30,		December 31,
($ in thousands)	2026		2025
Total credit facilities and other debt with financial institutions, net, current	$	197,755	$	75,494
Total credit facilities with a related party, net, current		3,429		2,582
Total credit facilities and other debt, net, current		201,184		78,076
Revolving credit facility, net, non-current		19,715		14,650
Total credit facilities and other debt, net	$	220,899	$	92,726

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

Under the Company’s senior and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. The borrowing capacity is generally expected to be available until the end of the applicable revolving period as reflected in the tables below, and the borrowing capacity availability period may be extended after the end of the revolving period, subject to the applicable lender’s discretion. Outstanding amounts drawn under the Company’s secured credit facilities are required to be

repaid on the respective facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

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

Senior Secured Credit Facilities

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


	Borrowing Capacity						Outstanding		Weighted- Average Interest			End of Revolving / Withdrawal	Final Maturity
As of September 30, 2026	Committed		Uncommitted		Total		Amount		Rate			Period	Date
Senior financial institution 1	$	—	$	200,000	$	200,000	$	26,037		6.48	%	January 2027	June 2027
Related party facility 2		7,500		7,500		15,000		1,098		13.00	%	October 2026	April 2027
Senior financial institution 4		—		50,000		50,000		21,448		9.01	%	October 2026	March 2027
Senior financial institution 5		—		150,000		150,000		147,794		7.95	%	August 2027	August 2027
Senior secured credit facilities	$	7,500	$	407,500	$	415,000	$	196,377


	Borrowing Capacity						Outstanding		Weighted- Average Interest
As of December 31, 2025	Committed		Uncommitted		Total		Amount		Rate
Senior financial institution 1	$	25,000	$	175,000	$	200,000	$	19,173		7.07	%
Senior financial institution 2		—		200,000		200,000		—		—
Senior financial institution 3		—		150,000		150,000		—		7.58	%
Related party facility 1		25,539		24,461		50,000		—		9.32	%
Related party facility 2		7,500		7,500		15,000		628		13.00	%
Senior financial institution 4		—		50,000		50,000		3,537		10.13	%
Senior financial institution 5		—		75,000		75,000		35,247		8.82	%
Senior secured credit facilities	$	58,039	$	681,961	$	740,000	$	58,585

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

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

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

Mezzanine Secured Credit Facilities

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


	Borrowing Capacity						Outstanding		Weighted- Average Interest			End of Revolving / Withdrawal	Final Maturity
As of September 30, 2026	Committed		Uncommitted		Total		Amount		Rate			Period	Date
Related party facility 1	$	—	$	35,000	$	35,000	$	2,351		13.00	%	March 2027	March 2027
Mezzanine secured credit facilities	$	—	$	35,000	$	35,000	$	2,351


	Borrowing Capacity						Outstanding		Weighted- Average Interest
As of December 31, 2025	Committed		Uncommitted		Total		Amount		Rate
Related party facility 1	$	—	$	35,000	$	35,000	$	2,006		13.00	%
Mezzanine financial institution 1		—		45,000		45,000		—		—
Mezzanine financial institution 2		—		40,000		40,000		—		11.58	%
Related party facility 2		6,811		15,189		22,000		—		13.00	%
Mezzanine secured credit facilities	$	6,811	$	135,189	$	142,000	$	2,006

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

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

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

Maturities

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

Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities

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

Senior Secured Debt - Other

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

Revolving Credit Facility

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

Note 7. Warrant Liabilities

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

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

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

Note 8. Fair Value Measurements

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

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

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


($ in thousands)	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Public warrant liabilities	$	226	$	—	$	—
Private placement warrant liabilities	$	—	$	—	$	135

Public Warrants

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

Private Placement Warrants

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


	Three Months Ended September 30,					Nine Months Ended September 30,
($ in thousands)	2026			2025		2026			2025
Beginning balance	$	29		$	84	$	135		$	103
Change in fair value of private placement warrants included in net loss		—			259		(106	)		240
Expiration of private placement warrants included in net loss		(29	)		—		(29	)		—
Ending balance	$	—		$	343	$	—		$	343

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

There were no transfers between Levels 1, 2, and 3 during the three and nine months ended September 30, 2026 and 2025.

Note 9. Stockholders’ Equity

Authorized Capital Stock

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

Class A Common Stock

Market Information

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

January 2026 Registered Direct Offering

During January 2026, the Company issued and sold 1,000,000 shares of its common stock for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).

Sale Agreement

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

During the three months ended September 30, 2026, the Company sold 318,170 shares of its common stock under the Sale Agreement for aggregate gross proceeds of $1.3 million, before commissions and other offering costs of $0.1 million. As of September 30, 2026, the Company had $68.4 million of remaining availability under the Sale Agreement.

2025 Warrants

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

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

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

Shares Outstanding

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

Preferred Stock

As of September 30, 2026, there were no shares of preferred stock issued and outstanding.

Dividends

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

Note 10. Stock-Based Awards

2021 Equity Incentive Plans

Incentive Award Plan

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

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

Employee Stock Purchase Plan

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

Restricted Stock Units

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


	Number of RSUs (in thousands)			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2025		476		$	19.61
Granted		168			7.65
Vested and settled		(149	)		18.05
Forfeited		(10	)		14.43
Outstanding as of September 30, 2026		485			16.06

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

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

Other Cash or Stock-Based Awards

The Company did not grant any other cash or stock-based awards during the nine months ended September 30, 2026.

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

Stock Options

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


	Number of Shares (in thousands)			Weighted- Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2025		64		$	112.98		1.61	$	—
Granted		—			—
Exercised		—			—
Forfeited, canceled or expired		(15	)		112.12
Outstanding, vested and exercisable as of September 30, 2026		49			113.25		1.20		—

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

Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2026		2025		2026		2025
Sales, marketing and operating	$	109	$	119	$	437	$	809
General and administrative		815		644		2,297		2,649
Technology and development		62		52		206		396
Stock-based compensation expense	$	986	$	815	$	2,940	$	3,854

Note 11. Variable Interest Entities

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

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


	September 30,		December 31,
($ in thousands)	2026		2025
Assets
Restricted cash	$	2,031	$	1,302
Accounts receivable		217		303
Real estate inventory		231,121		93,793
Prepaid expenses and other current assets		244		169
Property and equipment, net		5,557		5,611
Total assets	$	239,170	$	101,178
Liabilities
Accounts payable	$	1,665	$	398
Accrued and other current liabilities		1,051		526
Secured credit facilities and other debt, net		201,184		78,076
Total liabilities	$	203,900	$	79,000

Note 12. Earnings Per Share

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

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


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share data)	2026			2025			2026			2025
Numerator:
Net loss	$	(11,452	)	$	(11,604	)	$	(30,873	)	$	(37,564	)
Denominator:
Weighted average common shares outstanding, basic		4,983			3,128			4,800			2,889
Dilutive effect of restricted stock units (1)		—			—			—			—
Dilutive effect of stock options		—			—			—			—
Dilutive effect of 2025 Warrants		—			—			—			—
Weighted average common shares outstanding, diluted		4,983			3,128			4,800			2,889
Net loss per share, basic	$	(2.30	)	$	(3.71	)	$	(6.43	)	$	(13.00	)
Net loss per share, diluted	$	(2.30	)	$	(3.71	)	$	(6.43	)	$	(13.00	)
Anti-dilutive securities excluded from diluted loss per share:
Anti-dilutive restricted stock units (1)		396			213			438			100
Anti-dilutive stock options		49			70			55			77
Anti-dilutive 2025 Warrants		143			143			143			143
Anti-dilutive warrants		—			145			—			145
Anti-dilutive performance-based restricted stock units		—			—			—			2

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

Note 13. Income Taxes

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

The following details income tax information for the respective periods:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2026			2025			2026			2025
Income tax expense	$	(10	)	$	(380	)	$	(42	)	$	(447	)
Effective tax rate		0.1	%		3.4	%		0.1	%		1.2	%

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

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

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

Note 14. Related-Party Transactions

LL Credit Facilities

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

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


	As of September 30, 2026				As of December 31, 2025
($ in thousands)	Borrowing Capacity		Outstanding Amount		Borrowing Capacity		Outstanding Amount
Senior secured credit facilities with a related party	$	15,000	$	1,098	$	65,000	$	628
Mezzanine secured credit facilities with a related party	$	35,000	$	2,351	$	57,000	$	2,006

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

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

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

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

Use of First American Financial Corporation’s Services

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

Compensation of Immediate Family Members of Brian Bair

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2026		2025		2026		2025
Mr. Vaughn Bair	$	114	$	114	$	435	$	435
Ms. Katie Bullard		41		41		159		128
Total compensation paid	$	155	$	155	$	594	$	563

The Company did not grant any equity awards to Mr. Vaughn Bair or Ms. Katie Bullard during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company granted 43,043 RSUs to Mr. Vaughn Bair and 2,000 RSUs to Ms. Katie Bullard.

Note 15. Commitments and Contingencies

Home Purchase Commitments

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

Lease Commitments

Legal and Other Matters

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

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

Class Action Alleging Breach of Fiduciary Duties

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

Note 16. Segment Reporting

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

•

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

•

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

•

Other, which includes:

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

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

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

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

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

The following details segment financial information for the respective periods:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2026			2025			2026			2025
Revenue:
Cash Offer	$	72,213		$	122,783		$	217,457		$	428,687
Renovate		5,179			8,487			15,669			20,216
Other		677			1,411			2,671			4,791
Total revenue		78,069			132,681			235,797			453,694
Cost of revenue:
Cash Offer (1)		67,425			116,430			203,909			403,079
Renovate		3,972			6,714			12,316			16,071
Other		176			201			402			512
Total cost of revenue		71,573			123,345			216,627			419,662
Gross profit:
Cash Offer		4,788			6,353			13,548			25,608
Renovate		1,207			1,773			3,353			4,145
Other		501			1,210			2,269			4,279
Total gross profit		6,496			9,336			19,170			34,032
Operating expenses:
Sales, marketing and operating		8,292			10,141			23,488			37,157
General and administrative		6,574			5,149			19,481			20,141
Technology and development		985			788			2,825			2,794
Total operating expenses		15,851			16,078			45,794			60,092
Loss from operations		(9,355	)		(6,742	)		(26,624	)		(26,060	)
Other income (expense):
Change in fair value and expiration of warrant liabilities		69			(987	)		361			(915	)
Interest expense		(2,227	)		(3,646	)		(5,231	)		(10,833	)
Other income, net		71			151			663			691
Total other expense		(2,087	)		(4,482	)		(4,207	)		(11,057	)
Loss before income taxes	$	(11,442	)	$	(11,224	)	$	(30,831	)	$	(37,117	)

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

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

Note 17. Subsequent Events

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information that management of Offerpad (the “Company”) believes is relevant to an assessment and understanding of Offerpad’s consolidated results of operations and financial condition. The discussion should be read together with the unaudited interim condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s audited consolidated financial statements and accompanying notes included in Item 8 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Offerpad’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in Part I, Item 1A of Offerpad’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Overview

Our Business

We are a real estate solutions company focused on giving homeowners more control, flexibility, and choice when buying and selling a home. We combine proprietary technology with local real estate expertise to simplify the home sale process and reduce friction across the transaction lifecycle, helping customers move forward with speed, transparency, and confidence. We provide cash offers, brokerage services, access to additional cash buyers through marketplace-enabled capabilities, and renovation services that support both internal transactions and third-party partners. Founded in 2015, we have transacted on homes representing approximately $12.4 billion of aggregate revenue through September 30, 2026.

We are headquartered in Tempe, Arizona and operate in over 1,900 cities and towns in 27 metropolitan markets across 18 states as of September 30, 2026.

Current Economic Conditions and Health of the U.S. Residential Real Estate Industry

Our business and operating results are impacted by general economic conditions and the health of the U.S. residential real estate industry, particularly the single-family home resale market. Our Cash Offer solution, the foundation of our business and the source of the substantial majority of our consolidated revenue, depends on a high volume of residential real estate transactions in the markets where we operate. While we have expanded our services beyond Cash Offer, including renovation services through our Renovate solution and other services designed to meet the needs of sellers and partners across multiple transaction paths, U.S. residential real estate transaction volumes continue to affect substantially all of the ways we generate revenue.

During the third quarter of 2026, market conditions became more challenging as a rapid rise in mortgage interest rates, elevated inflation, and continued macroeconomic and geopolitical concerns, including the ongoing Middle East conflict, compounded the housing affordability pressures and weakened consumer confidence that have persisted for an extended period. The average thirty-year fixed mortgage rate rose from approximately 6.5% at the end of June 2026 to approximately 7.0% at the end of September, and reached approximately 7.4% in early October, the highest level since late 2023.

The higher mortgage rate environment reflects persistent inflation and a significant increase in long-term U.S. Treasury yields, with the 10-year Treasury yield rising from approximately 4.5% at the end of June 2026 to approximately 5.3% at the end of September, and reaching its highest level since 2002 in early October. Consumer prices remained elevated during the third quarter, driven in part by higher energy and fuel prices, as the Middle East conflict kept crude oil prices well above pre-conflict levels. In response to the inflationary pressures, the Federal Reserve Board raised its benchmark interest rate by 25 basis points in September 2026, its first increase since 2023. While the Federal Reserve Board did not raise its benchmark interest rate in October 2026, additional rate increases may occur in the future.

The cumulative impact of these factors has further impacted consumer demand for residential real estate. Existing-home sales declined to a seasonally adjusted annual rate of approximately 4.0 million in September 2026, the lowest level since mid-2025, while the inventory of homes listed for sale rose to its highest level since 2019. In September 2026, the number of homes under contract declined, and the share of listings with a price reduction reached its highest level for any September since 2018, reflecting increased pricing pressure in the resale market.

In response to the market conditions during the first nine months of 2026, we have remained focused on refining our operating model to improve acquisition accuracy, customer engagement, and capital efficiency, including through our AI-powered homeowner intelligence and portfolio intelligence platforms, which help us assess and adjust more quickly to changes in local market conditions. We have continued to sell through our aged real estate inventory, which represented less than 3% of our total real estate inventory balance as of September 30, 2026, and the average holding period of homes sold decreased from 141

days in the second quarter of 2026 to 104 days in the third quarter, which is within our target range of 100 to 120 days and is the lowest level since the fourth quarter of 2023.

This progress, together with more efficient underwriting enabled by our portfolio intelligence platform, allowed us to increase our home acquisition pace, acquiring 605 homes in the third quarter of 2026 compared to 268 homes in the second quarter and 159 homes in the first quarter. After intentionally reducing our acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory, we increased acquisitions to improve the quality of our inventory mix and continue optimizing our capital allocation across our highest performing and most efficient markets.

Given the current market conditions, we remain committed to growing our other real estate service solutions and, within our Cash Offer solution, proactively optimizing our capital allocation across our highest performing and most efficient markets while using pricing adjustments and other incentives to drive consumer demand. These pricing adjustments have had a negative impact on our operating results over the past few years. Additionally, the sharp increase in mortgage interest rates, elevated inflation, and uncertainty regarding near-term macroeconomic conditions, which has been amplified by the Middle East conflict, make it increasingly difficult to predict the near-term direction of mortgage interest rates and consumer demand. Further, because borrowings under our secured credit facilities bear interest at a floating rate based on SOFR plus a margin, higher interest rates increase the cost of financing our real estate inventory, which has become more significant as we have increased our home acquisition pace during 2026. Inflation may also increase the cost of materials and labor for renovating homes in our real estate inventory.

We anticipate the ongoing economic uncertainties and affordability pressures will continue to affect consumer purchasing behavior during the fourth quarter of 2026. Given the recent rapid rise in mortgage interest rates and the seasonality of the residential real estate market, we began slowing our home acquisition pace in October and expect to continue doing so for the foreseeable future. As a result of these market dynamics, there is an increased risk that we may not sell the homes we acquire at our anticipated margins or within our expected holding periods, and we may be required to use pricing adjustments and incentives in the future and may further reduce our real estate inventory or home acquisition pace in future periods in response to prevailing market conditions.

2026 Capital Raising Activities

During 2026, we have been focusing on strategically strengthening our presence within existing markets through our various real estate service solutions, expanding our operations and implementing our long-term strategic initiatives over time. In connection with these efforts, we executed the following transactions to strengthen our balance sheet and support key growth initiatives:

•

January 2026 Registered Direct Offering – In January 2026, we issued and sold 1,000,000 shares of our Class A common stock (“common stock”) for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).

•

Sale Agreement – During the three months ended September 30, 2026, we sold 318,170 shares of our common stock under the Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC, for aggregate gross proceeds of $1.3 million, before commissions and other offering costs of $0.1 million. As of September 30, 2026, we had $68.4 million of remaining availability under the Sale Agreement.

•

Revolving Credit Facility – In September 2026, we amended our revolving credit facility, which, among other things, increased the borrowing capacity from $15.0 million to $20.0 million.

Transfer to The Nasdaq Stock Market LLC

In August 2026, our board of directors (the “Board”) authorized the voluntary withdrawal of our common stock listing from the New York Stock Exchange (“NYSE”) and transfer of the listing of our common stock to The Nasdaq Capital Market. We subsequently ceased trading of our common stock on the NYSE at the close of trading on August 28, 2026 and we began trading our common stock on The Nasdaq Stock Market LLC on August 31, 2026.

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 Overview above, along with those discussed below.

Market Penetration in Existing Markets

The U.S. residential real estate market is substantial, with 4.4 million homes sold for a total transaction value of roughly $1.8 trillion during 2025, and is highly fragmented with a significant number of licensed real estate agents and real estate brokerages. In 2025, the total residential real estate transactions in our active metropolitan markets as of December 31, 2025 covered roughly 22% of the 4.4 million homes sold during the year, and we estimate that we captured roughly 0.2% of such

transactions. Given this high degree of fragmentation, we believe that giving homeowners more control, flexibility, and choice when buying and selling a home through our real estate service solutions could lead to continued market share growth and accelerated adoption of the digital model. We have demonstrated higher market share in certain markets over time, providing the backdrop to grow our overall market penetration as we focus on the expansion of our various real estate service solutions in existing markets. Additionally, we anticipate our market share will increase over time as we invest in additional brand marketing, strengthen our local partnerships and continue improving customer awareness of our offerings.

Expansion into New Markets

Since our launch in 2015, we have expanded our real estate operations into 27 metropolitan markets as of September 30, 2026. We have been strategic in our approach to growing our market footprint and have focused on geographic diversification across high population growth cities with affordable median sales prices and increasing employment characteristics. Given this current coverage, we believe there is significant opportunity to both increase market penetration in our existing markets and to grow our business through new market expansion over the long term. Also, because of our strategic approach in offering four complementary solutions that serve sellers and partners across multiple transaction paths, we believe a significant portion of the total addressable market is serviceable with our business model. As we expand our reach through our various service offerings, we expect to continue to serve customers in markets beyond our direct service area. Further, this strategic approach has historically enabled us to enter into new markets to offer certain of our service offerings, without offering all of our buying and selling services in such markets. In connection with this approach, we are currently offering renovation services in select markets in which we operate.

Although we have expanded into new markets over time, we have decelerated our market expansion plans in more recent years given the uncertain economic outlook and challenging residential real estate market conditions. We intend to continue evaluating expansion plans on an ongoing basis in order to maintain our flexibility in assessing the overall timing of our expansion plan and appropriate market entry points in the future.

Renovate

Our renovation process has been a key component of our business model since our inception, built to improve home quality and resale outcomes. Over time, we have expanded this core capability into a data-driven platform that extends beyond owned homes into third-party renovation services. As we have developed and expanded our Renovate offering in recent years, our renovation volumes have increased and these services have become an increasingly larger component of our business and operating results, a trend we expect to continue in the future as we maintain our focus on driving additional volume from such services.

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. 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.

Cash Offer Marketplace

Our Cash Offer Marketplace, which includes Direct+ partners, provides third-party buyers with an opportunity to purchase homes within our funnel. Qualified homes are routed through a marketplace of third-party buyers, which is intended to increase overall conversion while preserving speed and certainty for sellers. These transactions can take several forms, including assigning the original purchase contract to the end buyer and collecting a fee at closing.

The Cash Offer Marketplace expands buyer demand beyond our balance sheet and generates additional fee-based revenue.

Brokerage Services

Our Brokerage Services solution provides sellers with different agent-led pathways to sell their home, including HomePro, which connects customers with experienced agents, including both agents affiliated with our internal brokerage and independent local agents, supported by our platform, data, and customer flow. Brokerage Services also includes the Agent Partnership Program, which enables third-party real estate agents to present our cash offer as a potential solution for their customers. These 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.

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. Although further developing these products and services will require significant investment, growing our current offerings and offering additional ancillary products and services, potentially including energy efficiency solutions, smart home technology, insurance, and home warranty services, we

believe will strengthen our unit economics and allow us to better optimize pricing. Generally, the revenue and margin profiles of our ancillary products and services are different from our Cash Offer service, which accounts for the substantial majority of our revenue, with most ancillary products and services having a smaller average revenue per transaction than our Cash Offer service, but a higher margin.

While we have offered a variety of ancillary products and services over time, our title and escrow services represent the most notable ancillary service that we currently provide. We have a national relationship with a leading title and escrow company, through which we are able to leverage our size and scale to provide exceptional title and escrow closing services with a favorable economic impact principally in our Cash Offer service.

Unit Economics

We view Contribution Margin and Contribution Margin After Interest (see “—Non-GAAP Financial Measures”) as key performance indicators for unit economic performance, which are currently driven primarily by our Cash Offer transactions. We also use total real estate transactions as an operating metric to assess the scale and reach of our solutions platform across Cash Offer, Cash Offer Marketplace, and Brokerage Services. As we continue to expand our multi-solution platform, we expect future financial performance improvements to be driven by both growth in transaction volume across these solutions and expansion of 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 growing and expanding our solutions platform, including Cash Offer, Cash Offer Marketplace, and Brokerage Services, while optimizing customer and agent community engagement and increasing conversion across transaction pathways; 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 over the longer term, we plan to focus on developing more automation tools to gain additional leverage. Additionally, in periods when our business is growing, we expect to be able to gain operating leverage on portions of our cost structure that are more fixed in nature as opposed to purely variable. These types of costs include general and administrative expenses and certain marketing and information technology expenses, which generally grow at a slower pace than proportional to revenue growth.

Real Estate Inventory Financing

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

Seasonality

The residential real estate market is seasonal and varies from market to market. Typically, the greatest number of transactions occurs in the spring and summer, with fewer transactions occurring in the fall and winter. Our financial results, including revenue, margins, real estate inventory, and financing costs, have historically had seasonal characteristics generally consistent with the residential real estate market, a trend we expect to continue in the future, subject to the market conditions discussed above.

Risk Management

While we have expanded our real estate service solutions beyond our Cash Offer service over time, a significant portion of our business model continues to be based upon acquiring homes at a price that 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.

Since inception, we have invested in real estate technology platforms, supported by a growing base of proprietary transaction-level data. This data foundation underpins an AI-driven operating model designed to improve acquisition accuracy, customer engagement, and capital efficiency across the transaction lifecycle.

During the first quarter of 2026, we launched the first iteration of SCOUT, our AI-powered homeowner intelligence platform, across all markets. SCOUT integrates seller inputs with third-party data, public records, and proprietary data and is designed to inform acquisition and routing decisions prior to a cash offer or other solution being presented to the seller.

During 2026, we have also deployed multiple versions of HENRY, our portfolio intelligence platform. HENRY combines structured and unstructured data about a home, including macro- and micro-economic factors, structural characteristics, and nearby disamenities, to estimate an after-renovation value in a fraction of the time required by traditional underwriting, and does so in a consistent and repeatable manner. We believe this approach produces more accurate valuations than traditional automated valuation models. We have also deployed AI-driven inspection and renovation estimation tools within HENRY. Together, these mark a major step toward a platform designed to evaluate each property in the context of portfolio performance, one that we expect, over time, will integrate market data, renovation outcomes, and capital criteria to support pricing, acquisition, and asset management decisions across the full home lifecycle.

We believe the implementation of our portfolio intelligence platform during 2026, combined with the extensive real estate experience of our internal teams, will allow us to better assess and more quickly adjust to changes in the local housing market conditions, and manage and mitigate our risk exposure more effectively.

During the third quarter of 2026, the average holding period of homes sold decreased to 104 days, compared to 141 days in the second quarter of 2026. The decrease reflects the continued sell-through of our aged real estate inventory, which represented less than 3% of our real estate inventory balance as of September 30, 2026, and our increased home acquisition pace, which shifted our real estate inventory mix toward more recently acquired homes.

The average holding period typically increases in the fourth quarter due to seasonality in the real estate market during the fall and winter months. We expect this seasonal increase to be largely offset by the greater proportion of recently acquired homes in our real estate inventory, and we currently anticipate an average holding period of approximately 105 days in the fourth quarter of 2026.

However, the residential real estate market has become more challenging as a result of macroeconomic conditions, including the rapid rise in mortgage interest rates during the third quarter of 2026. In response, and to manage our risk exposure, we began slowing our home acquisition pace in October and expect to continue doing so for the foreseeable future. While this will help us manage our real estate inventory levels, a significant portion of our real estate inventory was acquired during the third quarter, and a slower acquisition pace together with more difficult market conditions may result in a longer average holding period in future periods. A longer holding period would increase our holding costs, including interest on our credit facilities, and our exposure to changes in home prices.

Non-GAAP Financial Measures

In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. We may calculate or present our non-GAAP financial measures differently than other companies that report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries.

Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins)

To provide investors with additional information regarding our margins, we have included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. We believe that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit-level economics and operating performance across our markets. Each of these measures is intended to present the economics related to the number of homes sold or other real estate transactions during a given period. We do so by including revenue generated from our Cash Offer, Cash Offer Marketplace, and Brokerage Services solutions in the period and only the expenses that are directly attributable to these transactions, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess our ability to generate returns during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities and other senior secured debt) attributable to homes sold during a reporting period. We believe these measures facilitate meaningful period over period comparisons and illustrate our ability to generate returns on our homes sold and other real estate transactions after considering the costs directly related to such transactions in a presented period.

Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that

were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.

Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.

Adjusted Gross Profit / Margin

We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. 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 real estate transactions in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.

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. The composition of our holding costs is described in the footnotes to the reconciliation table below. We define Contribution Margin as Contribution Profit as a percentage of revenue.

We view this metric as an important measure of business performance as it captures the unit-level performance isolated to real estate transactions in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflows directly associated with a specific resale cohort.

Contribution Profit / Margin After Interest

We define Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in cost of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under our senior and mezzanine secured credit facilities and other senior secured debt incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Our senior and mezzanine secured credit facilities and other senior secured debt are secured by our homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. See “—Liquidity and Capital Resources—Financing Activities.” We define Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.

We view this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.

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:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages, homes sold, and real estate transactions, unaudited)	2026			2025			2026			2025
Gross profit (GAAP)	$	6,496		$	9,336		$	19,170		$	34,032
Gross margin		8.3	%		7.0	%		8.1	%		7.5	%
Homes sold		210			367			627			1,279
Gross profit per home sold	$	30.9		$	25.4		$	30.6		$	26.6
Total real estate transactions (1)		324			474			882			1,561
Gross profit per real estate transaction	$	20.0		$	19.7		$	21.7		$	21.8
Adjustments:
Real estate inventory valuation adjustment - current period (2)		285			2,005			371			2,717
Real estate inventory valuation adjustment - prior period (3)		(313	)		(1,056	)		(1,022	)		(2,741	)
Interest expense capitalized (4)		479			951			1,704			3,614
Adjusted gross profit	$	6,947		$	11,236		$	20,223		$	37,622
Adjusted gross margin		8.9	%		8.5	%		8.6	%		8.3	%
Adjustments:
Direct selling costs (5)		(1,723	)		(3,471	)		(5,469	)		(11,999	)
Holding costs on sales - current period (6)(7)		(195	)		(436	)		(818	)		(1,957	)
Holding costs on sales - prior period (6)(8)		(109	)		(435	)		(549	)		(1,007	)
Other income, net (9)		71			151			663			691
Contribution profit	$	4,991		$	7,045		$	14,050		$	23,350
Contribution margin		6.4	%		5.3	%		6.0	%		5.1	%
Homes sold		210			367			627			1,279
Contribution profit per home sold	$	23.8		$	19.2		$	22.4		$	18.3
Total real estate transactions (1)		324			474			882			1,561
Contribution profit per real estate transaction	$	15.4		$	14.9		$	15.9		$	15.0
Adjustments:
Interest expense capitalized (4)		(479	)		(951	)		(1,704	)		(3,614	)
Interest expense on homes sold - current period (10)		(91	)		(1,252	)		(650	)		(6,579	)
Interest expense on homes sold - prior period (11)		(254	)		(1,823	)		(1,624	)		(4,204	)
Contribution profit after interest	$	4,167		$	3,019		$	10,072		$	8,953
Contribution margin after interest		5.3	%		2.3	%		4.3	%		2.0	%
Homes sold		210			367			627			1,279
Contribution profit after interest per home sold	$	19.8		$	8.2		$	16.1		$	7.0
Total real estate transactions (1)		324			474			882			1,561
Contribution profit after interest per real estate transaction	$	12.9		$	6.4		$	11.4		$	5.7

(1)

Total real estate transactions represents the total number of closed real estate transactions including Cash Offer homes sold, Cash Offer Marketplace transactions, and listings closed under our Brokerage Services solutions.

(2)

Real estate inventory valuation adjustment – current period represents the real estate inventory valuation adjustments recorded during the period presented associated with homes that remain in real estate inventory at period end.

(3)

Real estate inventory valuation adjustment – prior period represents the real estate inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

(4)

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.

(5)

Direct selling costs represent selling costs incurred related to homes sold in the period presented. This primarily includes broker commissions and title and escrow closing fees.

(6)

Holding costs primarily include insurance, utilities, homeowners association dues, property taxes, cleaning, and maintenance costs.

(7)

Represents holding costs incurred on homes sold in the period presented and expensed to Sales, marketing and operating on the Condensed Consolidated Statements of Operations.

(8)

Represents holding costs incurred in prior periods on homes sold in the period presented and expensed to Sales, marketing and operating on the Condensed Consolidated Statements of Operations.

(9)

Other income, net principally represents interest income earned on our cash and cash equivalents.

(10)

Represents interest expense under our senior and mezzanine secured credit facilities and other senior secured debt incurred on homes sold in the period presented and expensed to interest expense on the Condensed Consolidated Statements of Operations.

(11)

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 Condensed Consolidated Statements of Operations.

Adjusted Net Income (Loss) and Adjusted EBITDA

We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures that our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.

We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value and expiration of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.

We calculate Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.

Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages, unaudited)	2026			2025			2026			2025
Net loss (GAAP)	$	(11,452	)	$	(11,604	)	$	(30,873	)	$	(37,564	)
Change in fair value and expiration of warrant liabilities		(69	)		987			(361	)		915
Adjusted net loss	$	(11,521	)	$	(10,617	)	$	(31,234	)	$	(36,649	)
Adjusted net loss margin		(14.8	)%		(8.0	)%		(13.2	)%		(8.1	)%
Adjustments:
Interest expense		2,227			3,646			5,231			10,833
Amortization of capitalized interest (1)		479			951			1,704			3,614
Income tax expense		10			380			42			447
Depreciation		279			253			851			712
Stock-based compensation		986			815			2,940			3,854
Adjusted EBITDA	$	(7,540	)	$	(4,572	)	$	(20,466	)	$	(17,189	)
Adjusted EBITDA margin		(9.7	)%		(3.4	)%		(8.7	)%		(3.8	)%

(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.

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 three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025


	Three Months Ended September 30,
(in thousands, except percentages)	2026			2025			$ Change			% Change
Revenue:
Cash Offer	$	72,213		$	122,783		$	(50,570	)		(41.2	)%
Renovate		5,179			8,487			(3,308	)		(39.0	)%
Other		677			1,411			(734	)		(52.0	)%
Total revenue		78,069			132,681			(54,612	)		(41.2	)%
Cost of revenue:
Cash Offer		67,425			116,430			(49,005	)		(42.1	)%
Renovate		3,972			6,714			(2,742	)		(40.8	)%
Other		176			201			(25	)		(12.4	)%
Total cost of revenue		71,573			123,345			(51,772	)		(42.0	)%
Gross profit:
Cash Offer		4,788			6,353			(1,565	)		(24.6	)%
Renovate		1,207			1,773			(566	)		(31.9	)%
Other		501			1,210			(709	)		(58.6	)%
Total gross profit		6,496			9,336			(2,840	)		(30.4	)%
Operating expenses:
Sales, marketing and operating		8,292			10,141			(1,849	)		(18.2	)%
General and administrative		6,574			5,149			1,425			27.7	%
Technology and development		985			788			197			25.0	%
Total operating expenses		15,851			16,078			(227	)		(1.4	)%
Loss from operations		(9,355	)		(6,742	)		(2,613	)		38.8	%
Other income (expense):
Change in fair value and expiration of warrant liabilities		69			(987	)		1,056		*
Interest expense		(2,227	)		(3,646	)		1,419			(38.9	)%
Other income, net		71			151			(80	)		(53.0	)%
Total other expense		(2,087	)		(4,482	)		2,395			(53.4	)%
Loss before income taxes		(11,442	)		(11,224	)		(218	)		1.9	%
Income tax expense		(10	)		(380	)		370			(97.4	)%
Net loss	$	(11,452	)	$	(11,604	)	$	152			(1.3	)%

* Not meaningful

Revenue

Our consolidated revenue decreased by $54.6 million, or 41.2%, to $78.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Cash Offer revenue decreased by $50.6 million, or 41.2%, to $72.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 210 homes during the three months ended September 30, 2026 compared to 367 homes during the three months ended September 30, 2025, representing a decrease of 42.8%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory available for sale during the third quarter of 2026.

This decrease in homes sold was partially offset by an increase in the average resale home price from $342,000 in the three months ended September 30, 2025 to $351,000 in the three months ended September 30, 2026. This increase was primarily due to higher average acquisition prices of homes sold during the period, along with fewer price reductions, as homes sold during the three months ended September 30, 2026 were held for a shorter period on average than homes sold during the three months ended September 30, 2025.

Renovate revenue decreased by $3.3 million, or 39.0%, to $5.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in Renovate revenue was primarily attributable to a

decrease in renovation volumes. We completed 400 renovation projects during the three months ended September 30, 2026 compared to 525 renovation projects during the three months ended September 30, 2025, representing a decrease of 23.8%. The decrease in Renovate revenue was also due to a decrease in the average renovation revenue per project from $16,200 during the third quarter of 2025 to $12,900 during the third quarter of 2026.

Other revenue, which includes revenue generated by our Cash Offer Marketplace and Brokerage Services solutions, decreased by $0.7 million, or 52.0%, to $0.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in revenue was primarily due to a decrease in the number of Cash Offer Marketplace transactions during the third quarter of 2026 as compared to the third quarter of 2025.

Cost of Revenue

Our consolidated cost of revenue decreased by $51.8 million, or 42.0%, to $71.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Cash Offer cost of revenue decreased by $49.0 million, or 42.1%, to $67.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to lower sales volumes.

Renovate cost of revenue decreased by $2.7 million, or 40.8%, to $4.0 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to a decrease in the volume of renovation projects during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was also due to a lower average renovation cost per project of $9,900 during the third quarter of 2026 compared to $12,800 during the third quarter of 2025.

Other cost of revenue was $0.2 million during each of the three months ended September 30, 2026 and 2025 and principally includes costs associated with Cash Offer Marketplace transactions in both periods.

Gross Profit

Our consolidated gross profit margin was 8.3% for the three months ended September 30, 2026 compared to 7.0% for the three months ended September 30, 2025.

Cash Offer gross profit margin was 6.6% for the three months ended September 30, 2026 compared to 5.2% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to a decrease in the real estate inventory valuation adjustment, from $2.0 million during the three months ended September 30, 2025 to $0.2 million during the three months ended September 30, 2026, along with a lower average real estate inventory holding period during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Renovate gross profit margin was 23.3% for the three months ended September 30, 2026 compared to 20.9% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to a shift in the mix of our renovation projects and the associated project and service fees.

Other gross profit margin was 74.0% for the three months ended September 30, 2026 compared to 85.8% for the three months ended September 30, 2025. The decrease in gross profit margin was primarily due to a shift in the product mix of the service offerings included in Other. Our Cash Offer Marketplace offering, which includes Direct+ partners, generally has one of the higher margin profiles of the offerings included within Other gross profit, and represented a smaller component of Other gross profit during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Sales, Marketing and Operating

Sales, marketing and operating expense decreased by $1.8 million, or 18.2%, to $8.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was primarily attributable to reduced variable costs associated with the decrease in homes sold.

General and Administrative

General and administrative expense increased by $1.4 million, or 27.7%, to $6.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily attributable to increased fees associated with legal and other professional obligations and increased average employee headcount.

Technology and Development

Technology and development expense increased by $0.2 million, or 25.0%, to $1.0 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily attributable to higher third-party consulting fees and increased average employee headcount, which was partially offset by lower software subscription fees.

Change in Fair Value and Expiration of Warrant Liabilities

Change in fair value and expiration of warrant liabilities during the three months ended September 30, 2026 represents a gain of $0.1 million as a result of the expiration of our warrant liabilities, and a loss of $1.0 million during the three months ended September 30, 2025, as a result of the fair value adjustment of our warrant liabilities.

Interest Expense

Interest expense decreased by $1.4 million, or 38.9%, to $2.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to a $31.7 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $192.5 million during the three months ended September 30, 2025 to $160.8 million during the three months ended September 30, 2026. The decrease in expense was also due to a 0.4% decrease in the weighted average variable interest rates associated with our secured credit facilities and other debt. These decreases were partially offset by interest expense associated with our revolving credit facility, which was entered into during July 2025, and an additional $5.0 million borrowed under the facility in September 2026.

Other Income, Net

Other income, net principally represents interest income earned on our cash and cash equivalents during each of the three months ended September 30, 2026 and 2025, along with losses from the disposal of property and equipment in both periods.

Income Tax Expense

We recorded income tax expense of less than $0.1 million and $0.4 million during the three months ended September 30, 2026 and 2025, respectively, and our effective tax rate was an expense of 0.1% and 3.4% during the respective periods. Our effective tax rate during the three months ended September 30, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025


	Nine Months Ended September 30,
(in thousands, except percentages)	2026			2025			$ Change			% Change
Revenue:
Cash Offer	$	217,457		$	428,687		$	(211,230	)		(49.3	)%
Renovate		15,669			20,216			(4,547	)		(22.5	)%
Other		2,671			4,791			(2,120	)		(44.2	)%
Total revenue		235,797			453,694			(217,897	)		(48.0	)%
Cost of revenue:
Cash Offer		203,909			403,079			(199,170	)		(49.4	)%
Renovate		12,316			16,071			(3,755	)		(23.4	)%
Other		402			512			(110	)		(21.5	)%
Total cost of revenue		216,627			419,662			(203,035	)		(48.4	)%
Gross profit:
Cash Offer		13,548			25,608			(12,060	)		(47.1	)%
Renovate		3,353			4,145			(792	)		(19.1	)%
Other		2,269			4,279			(2,010	)		(47.0	)%
Total gross profit		19,170			34,032			(14,862	)		(43.7	)%
Operating expenses:
Sales, marketing and operating		23,488			37,157			(13,669	)		(36.8	)%
General and administrative		19,481			20,141			(660	)		(3.3	)%
Technology and development		2,825			2,794			31			1.1	%
Total operating expenses		45,794			60,092			(14,298	)		(23.8	)%
Loss from operations		(26,624	)		(26,060	)		(564	)		2.2	%
Other income (expense):
Change in fair value and expiration of warrant liabilities		361			(915	)		1,276		*
Interest expense		(5,231	)		(10,833	)		5,602			(51.7	)%
Other income, net		663			691			(28	)		(4.1	)%
Total other expense		(4,207	)		(11,057	)		6,850			(62.0	)%
Loss before income taxes		(30,831	)		(37,117	)		6,286			(16.9	)%
Income tax expense		(42	)		(447	)		405			(90.6	)%
Net loss	$	(30,873	)	$	(37,564	)	$	6,691			(17.8	)%

* Not meaningful

Revenue

Our consolidated revenue decreased by $217.9 million, or 48.0%, to $235.8 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Cash Offer revenue decreased by $211.2 million, or 49.3%, to $217.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily attributable to lower sales volumes as we sold 627 homes during the nine months ended September 30, 2026 compared to 1,279 homes during the nine months ended September 30, 2025, representing a decrease of 51.0%. This decrease in homes sold was primarily due to the increased level of uncertainty in the residential real estate market and our associated intentional reduction in home acquisition pace throughout 2025, which left us with fewer homes in our real estate inventory available for sale during the nine months ended September 30, 2026.

This decrease in homes sold was partially offset by an increase in the average resale home price from $342,000 in the nine months ended September 30, 2025 to $354,000 in the nine months ended September 30, 2026. This increase was primarily due to higher average acquisition prices of homes sold in the respective periods.

Renovate revenue decreased by $4.5 million, or 22.5%, to $15.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in Renovate revenue was primarily attributable to a decrease in the average renovation transaction value from $19,300 per home during the nine months ended September 30, 2025 to $13,800 per home during the nine months ended September 30, 2026. This decrease in revenue was partially offset by higher renovation volumes. We completed 1,135 renovation projects during the nine months ended September 30, 2026 compared to 1,049 renovation projects during the nine months ended September 30, 2025, representing an increase of 8.2%.

Other revenue decreased by $2.1 million, or 44.2%, to $2.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in revenue was primarily due to a decrease in the number of Cash Offer Marketplace transactions during the nine months ended September 30, 2026 compared to the nine months ended

September 30, 2025. The decrease in revenue was also due to the transition from our historical listing service offering as we shifted our focus to agent-led pathways in our Brokerage Services solution.

Cost of Revenue

Our consolidated cost of revenue decreased by $203.0 million, or 48.4%, to $216.6 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Cash Offer cost of revenue decreased by $199.2 million, or 49.4%, to $203.9 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily attributable to lower sales volumes.

Renovate cost of revenue decreased by $3.8 million, or 23.4%, to $12.3 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily attributable to a lower average renovation transaction cost per project, from $15,300 per home during the nine months ended September 30, 2025 to $10,900 per home during the nine months ended September 30, 2026, which was partially offset by an increase in renovation volumes.

Other cost of revenue decreased by $0.1 million, or 21.5%, to $0.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily driven by lower volumes associated with each of the service offerings included in Other.

Gross Profit

Our consolidated gross profit margin was 8.1% for the nine months ended September 30, 2026 compared to 7.5% for the nine months ended September 30, 2025.

Cash Offer gross profit margin was 6.2% for the nine months ended September 30, 2026 compared to 6.0% for the nine months ended September 30, 2025. The increase in gross profit margin was primarily due to a decrease in the real estate inventory valuation adjustment, from $4.8 million during the nine months ended September 30, 2025 to $0.9 million during the nine months ended September 30, 2026. The increase in gross profit margin was also driven by a lower average real estate inventory holding period during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Renovate gross profit margin was 21.4% for the nine months ended September 30, 2026 compared to 20.5% for the nine months ended September 30, 2025. The increase in gross profit margin was primarily due to a shift in the mix of our renovation projects and the associated project and service fees.

Other gross profit margin was 84.9% for the nine months ended September 30, 2026 compared to 89.3% for the nine months ended September 30, 2025. This decrease in gross profit margin was primarily due to a shift in the product mix of the service offerings included in Other as our Cash Offer Marketplace offering represented a smaller component of Other gross profit during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Sales, Marketing and Operating

Sales, marketing and operating expense decreased by $13.7 million, or 36.8%, to $23.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily attributable to a decrease in variable costs associated with the decrease in homes sold, reduced employee compensation costs, and a $1.6 million decrease in advertising expense as we refined our marketing efforts in response to real estate market conditions.

General and Administrative

General and administrative expense decreased by $0.7 million, or 3.3%, to $19.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily attributable to decreases in lender fees in connection with reduced borrowings on our credit facilities and operating lease costs, which was partially offset by increased fees associated with legal and other professional obligations.

Technology and Development

Technology and development expense was $2.8 million during each of the nine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, third-party consulting fees increased, which was offset by lower software subscription fees compared to the nine months ended September 30, 2025.

Change in Fair Value and Expiration of Warrant Liabilities

Change in fair value and expiration of warrant liabilities for the nine months ended September 30, 2026 represents a gain of $0.4 million as a result of the fair value adjustment and subsequent expiration of our warrant liabilities, and a loss of $0.9 million during the nine months ended September 30, 2025, as a result of the fair value adjustment of our warrant liabilities.

Interest Expense

Interest expense decreased by $5.6 million, or 51.7%, to $5.2 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a $46.2 million decrease in the average outstanding balance of our secured credit facilities and other debt, from $203.5 million during the nine months ended September 30, 2025 to $157.3 million during the nine months ended September 30, 2026. The decrease in expense was also due to a 0.4% decrease in the weighted average variable interest rates associated with our secured credit facilities and other debt. These decreases were partially offset by interest expense associated with our revolving credit facility, which was entered into during July 2025, and an additional $5.0 million borrowed under the facility in September 2026.

Other Income, Net

Other income, net principally represents interest income earned on our cash and cash equivalents during each of the nine months ended September 30, 2026 and 2025, along with losses from the disposal of property and equipment in both periods.

Income Tax Expense

We recorded income tax expense of less than $0.1 million and $0.4 million during the nine months ended September 30, 2026 and 2025, respectively, and our effective tax rate was an expense of 0.1% and 1.2% during the respective periods. Our effective tax rate during the nine months ended September 30, 2026 differed from the federal statutory rate of 21% primarily due to state taxes and net operating loss carryforwards.

Liquidity and Capital Resources

Overview

As of September 30, 2026, we had cash and cash equivalents of $12.1 million, which consists of operating cash on deposit with financial institutions. 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 during the three and nine months ended September 30, 2026, and may incur additional losses in the future. Since our launch in 2015, we have invested significantly in the development and expansion of our operations. These investments include continual improvements to our software and technology platform, including more recently, the development of our AI-driven operating architecture, along with improvements in our infrastructure. 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.

While we remain focused on strategically strengthening our presence within existing markets through our various real estate service solutions, we expect our working capital requirements will continue to increase over the long term as we seek to expand our operations and implement our long-term strategic initiatives over time.

In connection with our efforts to expand our operations, strengthen our balance sheet and support our working capital requirements, we have executed the following transactions during 2026:

•

January 2026 Registered Direct Offering – In January 2026, we issued and sold 1,000,000 shares of our common stock for $18.00 per share, resulting in gross proceeds of $18.0 million, before deducting placement agent fees and other offering expenses (as adjusted for the Reverse Stock Split).

•

Sale Agreement – During the three months ended September 30, 2026, we sold 318,170 shares of our common stock under the Sale Agreement for aggregate gross proceeds of $1.3 million, before commissions and other offering costs of $0.1 million. As of September 30, 2026, we had $68.4 million of remaining availability under the Sale Agreement.

•

Revolving Credit Facility – In September 2026, we amended our revolving credit facility, which, among other things, increased the borrowing capacity from $15.0 million to $20.0 million.

While we have a history of operating losses, we believe our 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. 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. The uncertain economic outlook and challenging residential real estate market conditions have impacted, and may continue to impact, our business negatively. Based on these and other current market conditions, as described above, we may continue to seek additional financing. Volatility in the credit markets, rising interest rates and weakened 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. If we are not able to obtain necessary capital to meet our business objectives, we may need to further stall, moderate or decelerate our expansion activities, which may include various restructuring alternatives and options, including more significant cost reductions, product and operational changes focused on reductions in working capital requirements, including pausing or reducing real estate inventory acquisitions, and other actions to enhance the preservation of cash. 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 common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.

Financing Activities

Our financing activities primarily include borrowings under our secured credit facilities and other debt, revolving credit facility and new issuances of equity. Historically, we have required access to external financing resources in order to grow market share in existing markets, expand opportunistically into new markets and launch new real estate solution offerings, 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.

Buying and selling high-valued assets, such as single-family residential homes, is very cash intensive and has a significant impact on our liquidity and capital resources. We have historically used non-recourse secured credit facilities, consisting of both senior and mezzanine secured credit facilities, to finance a significant portion of our real estate inventory and related home renovations. Our senior and mezzanine secured credit facilities, however, are not fully committed, meaning the applicable lender may not be obligated to advance new loan funds if it chooses not to do so. Our ability to obtain and maintain access to these or similar kinds of credit facilities is significant for us to operate the business.

While we have expanded our real estate service solutions beyond our Cash Offer service over time, including growing our other real estate service solutions which require lower levels of capital investment, our Cash Offer service continues to generate the substantial majority of our consolidated revenue. As a result, our financing needs continue to be significantly impacted by the level of transaction volumes in our Cash Offer service. Given the importance of our secured credit facilities in financing our real estate inventory purchases and renovation projects, we continually monitor our anticipated financing requirements and may from time to time adjust the composition of our credit facilities to correspond with such requirements. These changes may include modifying the available borrowing capacity under our secured credit facilities or realigning the credit facility provider mix.

In recent years, we reduced our home acquisition pace compared to our historical levels as part of our effort to balance our real estate inventory as we navigated through the increased level of uncertainty in the U.S. residential real estate market. In connection with the reduction in home acquisition pace during that time, we reduced the borrowing capacities available under certain of our credit facilities, along with not renewing certain credit facilities upon their expiration. The amount of our reduction in borrowing availability also represented debt capacity under our secured credit facilities that we had not historically utilized or relied upon in full.

During 2026, we have increased the utilization of our portfolio intelligence platform to streamline our evaluation and underwriting process and steadily increase our home acquisition pace, with 605 homes acquired in the third quarter of 2026, compared to 268 homes in the second quarter and 159 homes in the first quarter. Although we continue to leverage our portfolio intelligence platform to improve the quality of homes in our real estate inventory mix, we anticipate the ongoing economic uncertainties and affordability pressures will continue to affect consumer purchasing behavior during the fourth quarter of 2026. Given the recent rapid rise in mortgage interest rates and the seasonality of the residential real estate market, we began slowing our home acquisition pace in October and expect to continue doing so for the foreseeable future.

In connection with our increasing home acquisition pace during the first nine months of 2026, we continued to adjust the composition of our credit facilities to support our financing requirements, including increasing the available borrowing capacity under certain facilities and evaluating new potential debt arrangements.

Senior Secured Credit Facilities

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


	Borrowing Capacity						Outstanding		Weighted- Average Interest			End of Revolving / Withdrawal	Final Maturity
As of September 30, 2026	Committed		Uncommitted		Total		Amount		Rate			Period	Date
Senior financial institution 1	$	—	$	200,000	$	200,000	$	26,037		6.48	%	January 2027	June 2027
Related party facility 2		7,500		7,500		15,000		1,098		13.00	%	October 2026	April 2027
Senior financial institution 4		—		50,000		50,000		21,448		9.01	%	October 2026	March 2027
Senior financial institution 5		—		150,000		150,000		147,794		7.95	%	August 2027	August 2027
Senior secured credit facilities	$	7,500	$	407,500	$	415,000	$	196,377

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

Borrowings under our senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against us with limited exceptions. We have, however, provided limited non-recourse carve-out guarantees under our senior and mezzanine secured credit facilities for certain of our special purpose entities’ obligations. 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.

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

Mezzanine Secured Credit Facilities

In addition to the senior secured credit facilities, we have historically used mezzanine secured credit facilities which are structurally and contractually subordinated to the related senior secured credit facilities. The following summarizes certain details related to our mezzanine secured credit facility with a related party (in thousands, except interest rates):


	Borrowing Capacity						Outstanding		Weighted- Average Interest			End of Revolving / Withdrawal	Final Maturity
As of September 30, 2026	Committed		Uncommitted		Total		Amount		Rate			Period	Date
Related party facility 1	$	—	$	35,000	$	35,000	$	2,351		13.00	%	March 2027	March 2027
Mezzanine secured credit facilities	$	—	$	35,000	$	35,000	$	2,351

Borrowings under our mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Additionally, our mezzanine secured credit facilities also have interest rate floors. We may also pay fees on our mezzanine secured credit facilities, including a commitment fee, a usage fee and/or fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.

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

Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities

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


Delaware	85-2800538
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
433 S. Farmer Avenue, Suite 500, Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)
(844) 388-4539
(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	OPAD	The Nasdaq Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of Amendment to the Fourth Restated Certificate of Incorporation, dated June 8, 2026	8-K	001-39641	3.1	6/9/26
3.2	Amended and Restated Bylaws	8-K	001-39641	3.3	6/9/26
10.1	First Amendment to Second Amended and Restated Revolving Loan Agreement, dated as of August 26, 2026, by and among OP SPE SUMMIT, LLC, WHGG II TRUST, and ASCENT DEVELOPER SOLUTIONS LLC	8-K	001-39641	10.1	8/31/26
10.2+	Third Amended and Restated Revolving Loan Agreement, dated as of October 7, 2026, by and among OP SPE Summit, LLC, WHGG II TRUST, and Ascent Developer Solutions LLC	8-K	001-39641	10.1	10/13/26
10.3*	Amended and Restated Employment Agreement, dated as of November 2, 2026, by and between Offerpad Solutions Inc. and Andrew Pieper
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2*	Certification of Interim Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2**	Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101*	Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	OFFERPAD SOLUTIONS INC.

Date: November 2, 2026	By:	/s/ Brian Bair
		Brian Bair
		Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Date: November 2, 2026	By:	/s/ Andrew Pieper
		Andrew Pieper
		Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

PART II.	OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	46

SIGNATURES		47