📜 What This Document Is 📄

This document is a Definitive Proxy Statement (a DEF 14A), which is required by the SEC for Offerpad Solutions Inc. 🏢. In simple terms, it is the official booklet of instructions and proposals for the company’s annual meeting of stockholders. You should expect to find detailed proposals, recommendations from the Board of Directors, and important information regarding company governance and major structural changes.

👉 The key dates to remember are that the Annual Meeting is set for June 3, 2026, and the Record Date—the deadline to own shares for voting purposes—was April 9, 2026.

🏢 Who Is Offerpad Solutions Inc.? 🏘️

In simple terms, Offerpad Solutions Inc. operates in the real estate technology space. The company's operations involve the listing and sale of real estate properties. The company was formed through a business combination with Supernova Partners Acquisition Company, Inc. on September 1, 2021.

👉 As of the Record Date, there were 47,286,797 shares of Class A Common Stock outstanding and entitled to vote.

🗓️ Annual Meeting Details and Voting Methods 🗳️

This section outlines the necessary logistics for stockholders who wish to vote their shares. The Annual Meeting will be held entirely online via a live webcast at www.virtualshareholdermeeting.com/OPAD2026. Stockholders have multiple options to ensure their votes are counted, and the Board strongly encourages early participation.

• Meeting Details:
  • Date: June 3, 2026
  • Time: 9:00 a.m. Pacific Time
  • Record Date: April 9, 2026 (You must own shares by this date to vote).
• Voting Methods: Stockholders can vote through four ways:
  1. Via the Internet at www.proxyvote.com.
  2. By calling 1-800-690-6903.
  3. By mail, using the enclosed proxy card.
  4. Online during the virtual Annual Meeting.
• Deadline: To reduce costs, the company encourages stockholders to vote early, as voting via Internet or telephone is available until 11:59 p.m. Eastern Time on June 2, 2026.

🔄 The Proposed Reverse Stock Split 🪜

This is arguably the most critical element of the filing. A Reverse Stock Split is a corporate action where the company consolidates multiple existing shares into one new, higher-priced share. This proposal involves amending the Certificate of Incorporation to effect a split at a ratio ranging from 1-for-5 to 1-for-50.

👉 The ultimate goal of the split is to restore the company’s stock to a higher per-share price, which is necessary to comply with listing requirements.

Why the Split is Needed (The NYSE Requirement) 🚧

The Board of Directors initiated this proposal because the company, whose Class A Common Stock trades under the symbol “OPAD,” was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual. Specifically, the average closing price of the Class A Common Stock was less than $1.00 per share over a consecutive 30 trading-day period, as of March 3, 2026.

• The Board believes that maintaining listing on the NYSE provides crucial "overall credibility" because many investors and brokerage firms discourage investing in lower-priced, over-the-counter stocks.
• The Board believes a higher stock price could help attract and retain employees and generate investor interest.

How the Split Works and its Mechanics 📐

If approved, the final ratio will be determined by the Board of Directors from the approved range (1-for-5 to 1-for-50). This process affects the number of outstanding shares without changing the total number of authorized shares.

• Impact: If the split is effected, each holder of Class A Common Stock will own a reduced number of shares. For example, a 1-for-5 split would reduce the outstanding shares from 47,286,797 to 9,457,331.
• Effect on Ownership: The split is uniform, meaning it will not change any stockholder’s percentage ownership interest (except in rare instances resulting in fractional shares).
• Future Flexibility: Crucially, the split will result in a relative increase in the number of authorized and unissued shares of Class A Common Stock, giving the company more flexibility for future capital raises.

Risks and Accounting Considerations ⚠️

While the board is unanimously recommending the split, they are required to warn stockholders of significant risks.

• No Guarantee: There is no assurance that the new share price will rise proportionally to the reduction in outstanding shares. The market price could still fall after the split.
• Liquidity Risk: If the stock remains low-priced or falls, the split might not solve the core liquidity issue.
• Accounting: If the split occurs, the stated capital on the balance sheet will decrease proportionally, but the stockholders’ equity, in the aggregate, will remain unchanged.

💵 Financial Auditing and Oversight 🔎

This section addresses the financial reporting diligence performed by the company’s committees and external auditors. The Audit Committee reviewed the audited consolidated financial statements for the fiscal year ending December 31, 2025.

• Independent Auditor: The company recommends the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Audit Fees: The total fees billed to the company by Deloitte & Touche LLP for the last two fiscal years were:
  • 2025: $1,460,000
  • 2024: $1,281,000
• Fee Breakdown (2025): The fees included $1,062,000 for Audit Fees, $236,000 for Audit Related Fees, and $162,000 for Tax Fees.

🎯 Governance and Board Recommendations ✅

The Annual Meeting requires stockholder votes on several key governance proposals. The Board of Directors strongly recommends voting FOR all four proposals.

• Directors: Stockholders are asked to elect Donna Corley and Tela Mathias as Class II directors to serve until the 2029 Annual Meeting.
• Compensation: Approval is sought, on an advisory (non-binding) basis, for the compensation of the named executive officers.
• Accounting Firm: Ratification of Deloitte & Touche LLP’s appointment is required for the fiscal year ending December 31, 2026.
• Stock Structure: The board recommends approving the Reverse Stock Split Amendment.

💼 Executive Leadership and Management 🧑‍💼

The Board of Directors is accountable for selecting and overseeing the company’s key leaders. The current executive officers and their ages are listed as:

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

🧾 Handling Fractional Shares and Legal Matters 🔢

The filing provides detailed instructions on the mechanics of the stock split, especially for fractional shares and how legal rights are preserved.

• Fractional Shares: If a stockholder's shares are not evenly divisible by the final split ratio, they will not receive scrip (fractional stock). Instead, the stockholder will receive a cash payment in lieu of the fraction, calculated by multiplying the fraction by the closing price per share.
• Voting Instructions: If a shareholder is unsure how to vote, and no instructions are given, the proxies will vote according to the recommendations of the Board of Directors.
• No Appraisal Rights: Stockholders are explicitly told that, under Delaware law, they will not be entitled to "appraisal rights" regarding this proposed reverse stock split.

☎️ Key Contacts and Next Steps 📞

This information tells stockholders how to prepare for and participate in the Annual Meeting.

• Company Address: Offerpad Solutions Inc. is located at 433 S. Farmer Avenue, Suite 500 Tempe, Arizona 85281.
• Meeting Webcast Link: www.virtualshareholdermeeting.com/OPAD2026
• Voting Instructions: Use www.proxyvote.com or call 1-800-690-6903.
• General Inquiries: For address changes or separate proxy copies, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095.

🧠 The Analogy 💡

Think of the company's stock like a worn-out dollar bill that has shrunk too much. The NYSE is like a store that only accepts bills above a certain minimum face value ($1.00). To fix this, the company is proposing a "reverse split," which is like taking 5 or 20 of those small dollar bills and melting them down to recast them into one shiny, full-sized, higher-value bill. This makes the stock appear more valuable and helps it get back on the respected shelves of major exchanges.

🧩 Final Takeaway 🎯

Offerpad is proposing a reverse stock split at its annual meeting to restore its stock’s price and secure its listing on the NYSE. Stockholders must vote on the split, director elections, and executive compensation, and must remember to submit their proxy votes by the deadline of June 2, 2026.