UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
The information included under the heading “Preliminary Results for the Quarter Ended September 30, 2025” in Item 8.01 of this report is incorporated herein by reference.
Item 8.01 Other Events.
2025 Senior Secured Facility
During October 2025, Offerpad Solutions Inc. (the “Company”) entered into a new 18-month loan and security agreement (the “2025 Facility”) with a related party. The 2025 Facility provides for an additional $15.0 million senior secured credit facility, comprised of $7.5 million in committed borrowing capacity and $7.5 million that is uncommitted. Borrowings under the 2025 Facility accrue interest at a rate based on a SOFR reference rate, plus a variable margin, with an interest floor rate.
Preliminary Results for the Quarter Ended September 30, 2025
On October 20, 2025, the Company announced certain preliminary results as of and for the quarter ended September 30, 2025. These preliminary estimates are not a comprehensive statement of the Company’s financial results for the quarter ended September 30, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, these preliminary estimates as of and for the quarter ended September 30, 2025 are not necessarily indicative of the results to be achieved in any future period. While the Company currently expects that its actual results will be consistent with the results described below, it is possible that the Company’s actual results may not be consistent with the results the Company currently estimates.
The preliminary results reflected below have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary results. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
For the quarter ended September 30, 2025, the Company estimates that its revenue was $132.7 million, that its net loss was $(11.6) million and that its Adjusted EBITDA was $(4.6) million. The Company sold 367 homes in the quarter ended September 30, 2025. The Company’s cash and cash equivalents as of September 30, 2025 was $31.0 million.
As of October 17, 2025, the Company had 36,486,108 shares of its Class A common stock outstanding.
The following table reconciles the Company’s estimated net loss to its estimated Adjusted EBITDA for the quarter ended September 30, 2025:
| (in millions, unaudited) | Three Months Ended September 30, 2025 |
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| Net loss (GAAP) |
$ | (11.6 | ) | |
| Change in fair value of warrant liabilities |
1.0 | |||
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| Adjusted net loss |
$ | (10.6 | ) | |
| Adjustments: |
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| Interest expense |
3.6 | |||
| Amortization of capitalized interest |
1.0 | |||
| Income tax expense |
0.4 | |||
| Depreciation and amortization |
0.2 | |||
| Amortization of stock-based compensation |
0.8 | |||
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| Adjusted EBITDA |
$ | (4.6 | ) | |
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Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with GAAP. Adjusted EBITDA may have limitations as an analytical tool when assessing the Company’s operating performance and should not be considered in isolation or as a substitute for GAAP measures. The Company may calculate or present Adjusted EBITDA differently than other companies who report measures with similar titles and, as a result, the Adjusted EBITDA reported by the Company may not be comparable with those of companies in the Company’s industry or in other industries. The Company calculates Adjusted EBITDA as GAAP net income (loss), adjusted for the change in fair value of warrant liabilities, interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense.
Forward-Looking Statements
Certain statements in report may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. For example, statements regarding the Company’s preliminary results for the third quarter of 2025 are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, the Company’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; the Company’s ability to grow market share in its existing markets or any new markets it may enter; the Company’s ability to manage its growth and its costs structure effectively; the Company’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage renovations; the Company’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; the Company’s ability to maintain and enhance its products and brand, and to attract customers; the Company’s ability to achieve and maintain profitability in the future; and the success of strategic relationships with third parties. These and other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission and the Company’s other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this report. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Nothing in this report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Offerpad Solutions Inc. | ||||||
| Date: October 20, 2025 | By: | /s/ Peter Knag | ||||
| Peter Knag Chief Financial Officer | ||||||