UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 10, 2025, OP SPE Borrower Parent, LLC (“SPE”), as parent borrower, OP SPE PHX1, LLC (“PHX1”), as borrower, and OP SPE TPA1, LLC (“TPA1”), as borrower, each an indirect wholly owned subsidiary of Offerpad Solutions Inc. (the “Company”), entered into Amendment Number Seven to the Third Amended and Restated Master Loan and Security Agreement, dated as of June 10, 2025 (the “Amendment”), with Citibank, N.A., as lender, which amends that certain Third Amended and Restated Master Loan and Security Agreement, dated as of June 7, 2022, by and among SPE, PHX1, TPA1, Citibank, N.A., as lender, and Wells Fargo, N.A., as calculation agent and paying agent.
The Amendment, among other things, reduces the senior facility committed amount from $150 million to $25 million and increases the uncommitted amount from $250 million to $375 million. The foregoing does not purport to be a complete description of the terms of the Amendment and such description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 5, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). Holders of Class A Common Stock were entitled to one vote per share held as of the close of business on April 11, 2025 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025.
Proposal 1 - Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes | |||||||||
| Brian Bair |
18,900,851 | 45,542 | 4,261,321 | |||||||||
| Kenneth DeGiorgio |
18,747,093 | 199,300 | 4,261,321 | |||||||||
| Roberto Sella |
18,879,843 | 66,550 | 4,261,321 | |||||||||
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 23,104,744 | 100,653 | 2,317 | 0 |
Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 18,730,915 | 212,825 | 2,653 | 4,261,321 |
Based on the foregoing votes, (i) the three Class I director nominees were elected, (ii) the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified and (iii) the Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit | Description | |
| 10.1 | Amendment Number Seven, dated June 10, 2025, to Third Amended and Restated Master Loan and Security Agreement, dated as of June 7, 2022, by and among Citibank, N.A., OP SPE Borrower Parent, LLC, OP SPE PHX1, LLC and OP SPE TPA1, LLC | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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: June 11, 2025 | By: | /s/ Peter Knag | ||||
| Peter Knag Chief Financial Officer | ||||||