🧾 What This Document Is

This is a PRE 14A filing, which stands for "Preliminary Proxy Statement." It's a document a company sends to its shareholders ahead of an annual meeting. Think of it as an agenda and information packet for the vote. Shareholders are being asked to decide on several important company matters.

🏢 What The Company Does

👉 In simple terms, Offerpad is a tech-powered real estate company. They buy homes directly from sellers, make repairs, and then sell them again. This is often called "iBuying." They operate in a competitive market against companies like Opendoor. Their stock trades on the NYSE under the symbol OPAD.

📅 Key Meeting Details

• What: Offerpad's 2026 Annual Meeting of Stockholders.
• When: June 3, 2026, at 9:00 a.m. Pacific Time.
• Where: Completely virtual. You can attend and vote online at www.virtualshareholdermeeting.com/OPAD2026.
• Who can vote: You must own Offerpad stock (specifically, Class A common stock) by the Record Date of April 9, 2026. As of that date, there were 47,286,797 shares outstanding.

🗳️ The Four Big Votes

Shareholders will be asked to vote on four proposals. The Board of Directors recommends voting FOR all of them.

1. Proposal 1: Elect Directors

   • Vote FOR: Electing Donna Corley and Tela Mathias to the board. If elected, they will serve until the 2029 annual meeting.

2. Proposal 2: Ratify the Auditor

   • Vote FOR: Approving Deloitte & Touche LLP as the company's independent accounting firm for 2026. This is a standard annual vote.

3. Proposal 3: Approve Executive Pay (Advisory Vote)

   • Vote FOR: Approving, on a non-binding basis, the compensation of the company's top executives (called "Named Executive Officers"). This is often called "Say-on-Pay."
   • Why it matters: It's a way for shareholders to express approval or disapproval of how leadership is paid.

4. Proposal 4: Approve a Reverse Stock Split

   • This is the most critical vote. Shareholders are being asked to authorize the Board to implement a reverse stock split.
   • The Details: The Board wants the flexibility to choose a ratio between 1-for-5 and 1-for-50. If approved, they could later decide to combine every 5 shares (or 10, 20, etc., up to 50) into 1 new share.

🔍 Why The Reverse Stock Split? (The Heart of the Matter)

This proposal is not just a technical adjustment; it's a direct response to a serious problem.

• The Problem: On March 3, 2026, the NYSE notified Offerpad that its stock price was too low. To stay listed on the NYSE, a company's stock must trade at an average of $1.00 or more over 30 consecutive days. Offerpad's stock had fallen below this minimum requirement.
• The Risk: If Offerpad can't get its stock price back above $1.00, it could be delisted from the NYSE. Delisting would mean trading on less regulated, less liquid markets (like OTC markets), which often leads to lower stock prices and less investor interest.
• The Proposed Solution: A reverse stock split artificially increases the per-share price. For example, a 1-for-10 split turns 10 shares worth $0.50 each ($5 total) into 1 share worth $5.00.
• 👉 The Bottom Line: The Board believes this move is necessary to maintain the credibility and liquidity that comes with being listed on the major NYSE exchange. They have until their next annual meeting (after the 6-month cure period) to fix this.

💰 How the Reverse Split Works & What It Means

If approved and implemented by the Board, here’s what happens:

• Your Shares: The number of shares you own will decrease, but the price per share should increase proportionally. Your total investment value should initially stay the same.
• Fractional Shares: You won't get a fraction of a new share. Instead, you'll get a small cash payment for any fractional share you would have owned.
• Warrants & Options: The number of shares you can buy with warrants or stock options will decrease, and the price you pay will increase, all in proportion to the split ratio.
• No Change to Authorized Shares: The company is authorized to issue up to 2 billion shares. This number doesn't change, meaning the split effectively creates more "room" for the company to issue new shares in the future without asking for more shareholder approval.

📊 Financial Snapshot (From Auditor Section)

While the proxy doesn't contain a full earnings report, it does show what Offerpad paid its auditor, Deloitte, in 2025:

• Total Audit Fees: $1.46 million (up from $1.28 million in 2024).
• This includes audit, tax, and other related services.

👥 Executive Officers in Focus

The key leaders running the company are:

• Brian Bair, 49: Chief Executive Officer (CEO) and Chairman of the Board.
• Peter Knag, 53: Chief Financial Officer (CFO).
• Adam Martinez, 48: Chief Legal Officer and Secretary.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Positives:

• The reverse split, if successful, is a clear path to regaining NYSE compliance and avoiding the severe downsides of delisting.
• The company is following a standard governance process to address the problem.

⚠️ Risks & Concerns:

• Reverse Splits Often Fail: A reverse split doesn't improve a company's underlying business fundamentals. If the market doesn't believe in Offerpad's future, the stock price may eventually fall back below $1.00 after the split.
• Market Perception: Reverse splits can be seen as a sign of weakness by investors.
• Business Challenges: As an iBuyer, Offerpad operates in a volatile real estate market with thin margins. Any financial struggles could continue to pressure the stock price.

🧠 The Analogy

Offerpad's stock price is like a failing student's grade. It has fallen below the minimum passing score ($1.00) required to stay in the prestigious school (the NYSE). The reverse stock split is like the teacher (the Board) changing the grading scale so that several low scores are combined into one higher score. It gets the student's average back up to passing on paper, but it doesn't change the student's actual knowledge (the company's business health). The student now has to prove they can keep their grades up through actual learning.

🧩 Final Takeaway

Offerpad shareholders are facing a crucial vote on whether to allow a reverse stock split. This is primarily a survival tactic to avoid being delisted from the NYSE, a move the Board strongly supports. While it may solve the immediate listing problem, it doesn't guarantee long-term success, which depends entirely on the company's ability to improve its actual business performance and stock price through operational results.