Financial Analysis

Note 15. Commitments and Contingencies Homes Purchase Commitments As of March 31, 2026, the Company was under contract to purchase 122 homes for an aggregate purchase price of $ 36.2 million. Lease Commitments The Company has entered into operating lease agreements for its corporate headquarters in Tempe, Arizona and field office facilities in certain metropolitan markets in which the Company operates in the United States. Refer to Note 4. Leases , for further details. Legal and Other Matters The Company is subject to various actions, claims, suits and other legal proceedings that arise in the ordinary course of business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company records accruals for loss contingencies when it is probable that a loss will occur, and the amount of such loss can be reasonably estimated. The Company is not currently a party to any actions, claims, suits or other legal proceedings arising in the ordinary course of business, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Companys 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 Companys business. Class Action Alleging Breach of Fiduciary Duties On August …

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Note 6. Credit Facilities and Other Debt The carrying value of the Companys credit facilities and other debt consists of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2026 2025 Senior secured credit facilities with financial institutions $ 55,452 $ 57,957 Senior secured credit facilities with a related party 384 628 Senior secured debt - other 7,875 17,689 Mezzanine secured credit facilities with a related party 2,204 2,006 Revolving credit facility 15,000 15,000 Debt financing costs ( 482 ) ( 554 ) Total credit facilities and other debt, net $ 80,433 $ 92,726 The following details the classification of the Companys credit facilities and other debt , as of the respective period ends: March 31, December 31, ($ in thousands) 2026 2025 Total credit facilities and other debt with financial institutions, net, current $ 63,202 $ 75,494 Total credit facilities with a related party, net, current 2,547 2,582 Total credit facilities and other debt, net, current 65,749 78,076 Revolving credit facility, net, non-current 14,684 14,650 Total credit facilities and other debt, net $ 80,433 $ 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 Companys real estate inventory purchases and renovation. Borrowings under the Companys senior and mezzanine secured credit facilities and other debt are cl …

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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 Companys Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year th rough January 1, 2031. The overall share limit automatically increased by 2,042,056 shares on January 1, 2026, following which, there are 7,382,591 shares reserved for issuance under the 2021 Plan as of March 31, 2026. As of March 31, 2026, the Company has 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 Companys Class A 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 automaticall y increased by 135,798 shares on January 1, 2026, following which, there are 419,674 shares reserved for issuance under the ESPP as of March 31, 2026 . No shares have been issued under the ESPP. Restricted Stock Units The following summarizes RSU award activity during the three months ended March 31, 2026: Number of RSUs (in thousands) Weighted Average Grant Date Fair Value Outstanding as of December 31, 2025 4,757 $ 1.96 Gra …

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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 Companys credit facilities are carried at amortized cost and the carrying value approximates fair value because of their short-term nature. The Companys liabilities that are measured at fair value on a recurring basis consist of the followin g (in thousands): As of March 31, 2026 Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Public warrant liabilities $ 150 $ $ Private placement warrant liabilities $ $ $ 42 As of December 31, 2025 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 The public warrants are traded on an over-the-counter market. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The Company recorded changes in the fair value of the public warrants of $( 0.1 ) million and $ 0.2 million during the three months ended March 31, 2026 and 2025, respectively. These changes are recorded in Change in fair value of warrant liabi …

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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 Companys 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 Company recorded income tax expense of less than $ 0.1 million during each of the three months ended March 31, 2026 and 2025, and the Companys effective tax rate was an expense of 0.2 % for each of the respective periods. The Companys effective tax rate during the three months ended March 31, 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 Companys net deferred tax assets was $ 133.0 million as of March 31, 2026. As of March 31, 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 …

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Note 4. Leases The Companys 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 Companys operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During the three months ended March 31, 2026 and 2025, operating lease costs were $ 0.4 million and $ 0.7 million, respectively. Variable and short-term lease costs were less than $ 0.1 million during each of the three months ended March 31, 2026 and 2025. Supplemental information related to leases was as fol lows: Three Months Ended March 31, ($ in thousands) 2026 2025 Cash payments for amounts included in the measurement of operating lease liabilities $ 516 $ 122 Tenant incentive allowances $ - $ 763 As of March 31, December 31, 2026 2025 Weighted-average remaining lease term (in years) 9.1 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 months ended March 31, 2026 and 2025. The Companys operating lease liability maturities as of March 31, 2026 are as follows: ($ in thousands) Remainder of 2026 $ 1,573 2027 1,949 …

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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 entitys 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 Companys Annual Report on Form 10-K for the fiscal year ended 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 entitys 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 Companys 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 s …

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Note 14. Related-Party Transactions LL Credit Facilities As of March 31, 2026 , the Company has 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 Companys Class A 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 March 31, 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 $ 384 $ 65,000 $ 628 Mezzanine secured credit facilities with a related party $ 35,000 $ 2,204 $ 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 princ …

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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 Companys 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 Companys Cash Offer and Renovate reportable segments and Other, which includes the Companys two remaining operating segments, along with Offerpad corporate activities: Cash Offer , in which customers can access the Companys 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 Companys renovations team to update their portfolio of homes for rent or to sell. Other , which includes: o Cash Offer Marketplace, including Direct+ partners, in which qualified homes are routed through a marketplace of third-party buyers, providing buyers with an opportunity to purchase homes within the Companys funnel; and o Brokerage Services, in which sellers can select from different agent-led pathways to …

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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 1,800 cities and towns in 26 metropolitan markets across 17 states as of March 31, 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 …

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Note 9. Stockholders Equity Authorized Capital Stock The Company is authorized to issue 2,100,000,000 shares of capital stock, which consists 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 $ 0.0001 per share. Class A Common Stock Market Information The Companys Class A common stock trades on the New York Stock Exchange under the symbol OPAD and the Companys public warrants trade on the OTC Markets Group Pink Market under the symbol OPADW. January 2026 Registered Direct Offering During January 2026, the Company issued and sold 10,000,000 shares (the 2026 Shares) of its Class A common stock for $ 1.80 per share, resulting in gross proceeds of $ 18.0 million, before deducting placement agent fees and other offering expenses. Sale Agreement The Company has an active Open Market Sale Agreement SM (the Sale Agreement) with Jefferies LLC, under which the Company may offer and sell up to $ 100,000,000 of its Class A 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. No shares were sold under the Sale Agreement during the three months ended March 31, 2026, and the Company had $ 69.7 million of remaining availability under the Sale Agreement as of March 31, 2026. 2025 Warrants During July 2025, the Company issued warrants (2025 Warrants) to purchase up to 1,428,571 shares …

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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.

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