Core Insights - The article discusses the current state and strategic initiatives of two companies, Opendoor Technologies Inc. and Offerpad Solutions, Inc., within the iBuying platforms market in the United States, highlighting their differing approaches to navigating a challenging housing market [2][3][4]. Opendoor Technologies Inc. (OPEN) - Opendoor is transitioning from a single-product iBuyer platform to a distributed platform that leverages real estate agents and expands its offerings [3][5]. - The company’s AI-driven cash offer model is central to its operations, utilizing proprietary data to enhance its cash offer process [5][6]. - The new agent-led model, piloted in early 2025, has significantly improved listing conversion rates, achieving five times more conversions compared to traditional methods [6]. - Despite these strategic shifts, Opendoor faces significant challenges, reporting an adjusted loss per share of $0.01 in Q2 2025, with revenues expected to decline to between $800 million and $875 million in Q3 2025, down from $1.4 billion year-over-year [8][23]. - The company anticipates a long-term boost in revenue visibility and profitability from its agent-led model, expected to yield results by 2026 [7]. Offerpad Solutions, Inc. (OPAD) - Offerpad is focusing on a diversified business model, emphasizing asset-light services through its HomePro program and other initiatives [9][10]. - The HomePro platform, launched in Q2 2025, integrates specialized agents to enhance customer experience, while the Renovate service achieved record revenues of $6.4 million [11][12]. - Offerpad expects Q3 2025 revenues to be between $130 million and $150 million, a decrease from $208.1 million year-over-year, with homes sold projected to drop from 615 to between 360 and 410 units [13]. - The company’s asset-light marketplace, Direct+, is showing improved engagement from buyers, indicating positive trends despite market challenges [12]. Stock Performance & Valuation - Offerpad's stock has recently outperformed Opendoor's, trading at a discounted valuation while showing steadier growth [10][14]. - Over the past five years, Opendoor has maintained a higher forward 12-month price-to-sales (P/S) ratio compared to Offerpad [15]. - Technical indicators suggest that Offerpad offers a growth trend with a discounted valuation, while Opendoor presents a slow growth trend with a premium valuation [19]. EPS Estimate Trends - The Zacks Consensus Estimate indicates that both companies are expected to report losses per share for 2025 and 2026, with Opendoor's estimates widening for 2025 and contracting for 2026 [20][21]. - Offerpad's EPS estimates show slight widening for 2025 but notable contraction for 2026, indicating potential growth trends [22]. Investment Considerations - Opendoor's strategic shift towards an agent-led ecosystem may enhance its competitive positioning in the long term, but it currently struggles with revenue declines and widening losses [23]. - Offerpad is executing well on its asset-light services strategy, showing healthier growth trends and improved buyer engagement, making it a more favorable investment option in the near to medium term [24][25].

Core Insights - Retail investors have significantly contributed to the recent surge in "meme stocks," initially sparked by Opendoor Technologies, Inc. (OPEN), and have now expanded interest to Offerpad Solutions, Inc. (OPAD) and Inno Holdings, Inc. (INHD) [1][2] - The optimism surrounding AI and technology-driven property businesses is driving interest in these stocks, as they are perceived to have the potential to disrupt traditional real estate models [2] Company Performance - Opendoor's stock has increased over 200% this year, with social media playing a crucial role in rallying individual investors [1] - Offerpad's stock (OPAD) rose 183% to $4.36 at the time of publication, reflecting strong trading activity [4] - Inno Holdings' stock (INHD) surged 241% to $4.48, with significant trading volume noted [6] Trading Activity - Inno Holdings has a float of less than 7 million shares, with over 171 million shares traded recently, indicating high investor interest [3] - Offerpad has a float of below 14.5 million shares, with more than 133 million shares changing hands in a single session [3] Market Influences - The rally in housing-related stocks, including Offerpad and Opendoor, is partly attributed to expectations of interest rate cuts following dovish comments from Fed Chair Jerome Powell [4] - Lower interest rates are anticipated to improve housing market conditions, potentially increasing sales activity [4] Business Models - Offerpad provides services similar to Opendoor, focusing on an online real estate platform that offers cash offers within minutes [4] - Inno Holdings is positioned as a dynamic holding company in the building technology sector, with plans for upcoming online platforms that include a supply chain platform and AI testing platform [5][6]

Core Insights - Offerpad Solutions reported a significant shortfall in revenue and earnings for Q2 2025, with revenue at $160.3 million, below the $174.4 million analyst estimate, marking a 36% year-over-year decline [1][2] - The company improved its gross margin to 8.9% and achieved a 39% improvement in adjusted EBITDA loss compared to Q1 2025, despite the revenue decline [1][2] Financial Performance - EPS (GAAP) was ($0.39), slightly worse than the estimate of ($0.36) but an improvement from ($0.50) in Q2 2024, reflecting a 22% year-over-year improvement [2] - Adjusted EBITDA loss was $4.8 million, an improvement from the $7.8 million loss in Q1 2025 [6] - The company sold 452 homes, down 39% year-over-year from 742 homes sold in Q2 2024, and homes acquired dropped 47% year-over-year to 443 [5][6] Business Strategy and Developments - Offerpad has expanded its focus beyond cash offers to include asset-light services like Renovate and HomePro, which are designed to require less capital and generate higher margins [4][10] - Renovate achieved record revenue of $6.4 million in Q2 2025, up from $5.3 million in Q1 2025, indicating growth in ancillary services [7][10] Liquidity and Financial Outlook - The company raised $21 million in July 2025, increasing liquidity to over $75 million, but ongoing operational cash burn of $23.6 million for the first half of 2025 raises concerns about future funding needs [8] - Limited guidance for Q3 2025 forecasts revenue between $140 million and $160 million and home sales of 400 to 440 units, indicating continued contraction [11]

分组1 - Offerpad Solutions Inc. reported a quarterly loss of $0.4 per share, slightly worse than the Zacks Consensus Estimate of a loss of $0.39, but an improvement from a loss of $0.5 per share a year ago [1] - The company posted revenues of $160.32 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 10.78% and down from $251.12 million year-over-year [2] - Offerpad Solutions shares have declined approximately 57.2% since the beginning of the year, contrasting with the S&P 500's gain of 6.1% [3] 分组2 - The current consensus EPS estimate for the upcoming quarter is -$0.30 on revenues of $229.65 million, and for the current fiscal year, it is -$1.52 on revenues of $806.75 million [7] - The Zacks Industry Rank for Real Estate - Operations is in the top 32% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Financial Data and Key Metrics Changes - In Q2, the company reported revenue of $160.3 million, with 452 homes sold, reflecting disciplined execution in a slower transaction market [10][18] - Gross margin was 8.9%, resulting in a gross profit of $14.2 million, while operating expenses excluding property-related costs totaled $17 million, down 30% compared to the same quarter last year [19] - Adjusted EBITDA loss improved by 39% to $4.8 million, marking another quarter of sequential gains [19] Business Line Data and Key Metrics Changes - The company achieved a record quarter for its renovate business, delivering $6.4 million in revenue, the strongest performance since launching the product [12] - The HomePro program was officially launched in Q2, enhancing customer experience through specialized agents [11] - The Direct Plus marketplace has shown meaningful growth, driven by recent enhancements, linking homes with institutional and individual investors [13][14] Market Data and Key Metrics Changes - Market conditions remain challenging, with affordability issues and economic uncertainty affecting both buyers and sellers, leading to longer home sale times and downward pressure on home prices [6][7] - The traditional spring selling season was underwhelming, with an increase in listing inventory providing buyers with more options [6] Company Strategy and Development Direction - The company aims to scale high-margin asset-light services, maintain cost discipline, and position itself to capture opportunities as market conditions evolve [15][21] - The focus is on enhancing speed, transparency, and service throughout the customer experience, with a balanced approach across core initiatives like HomePro, Renovate, and Direct Plus [14] Management's Comments on Operating Environment and Future Outlook - Management noted that the current environment has created urgency among sellers, with many needing to sell due to life events [31] - The company expects Q3 revenue in the range of $130 million to $150 million, with a shift towards a higher percentage of revenue coming from asset-light services [21] Other Important Information - The company raised $21 million in July, bringing total liquidity to over $75 million, which strengthens its balance sheet and supports growth initiatives [5][20] - The company has established new lending facilities to increase operational agility and reduce committed capacity, enhancing cost control [20] Q&A Session Summary Question: Home acquisition pace for the remainder of the year - Management indicated a disciplined approach to home acquisitions, focusing on strategic markets and properties aligned with margin targets [24][28] Question: Momentum in renovate - The company is seeing strong momentum in the renovate business due to increased customer sign-ups and efficiency, even amid lower volumes from larger institutions [25][26] Question: Economics of HomePro compared to traditional cash offers - HomePro services will shift the revenue mix towards asset-light services, recognizing net revenue similar to gross profit, which may decrease revenue but increase gross profit [40][41] Question: Current capital position and ability to self-fund - The company is comfortable with its capital position, having made significant strides in reducing fixed costs while improving gross profit [46][48] Question: Path to 1,000 homes per quarter - The company maintains that 1,000 real estate transactions is still the North Star, with a shift towards more asset-light transactions while still aiming for breakeven [52][55]

Financial Data and Key Metrics Changes - For Q2 2025, the company reported revenue of $160.3 million, with 452 homes sold, reflecting disciplined execution in a slower transaction market [9][16] - Gross margin was 8.9%, resulting in a gross profit of $14.2 million, while operating expenses excluding property-related costs totaled $17 million, down 30% compared to the same quarter last year [17] - Adjusted EBITDA loss improved by 39% to $4.8 million, marking another quarter of sequential gains [17] Business Line Data and Key Metrics Changes - The renovate business achieved a record revenue of $6.4 million, marking the second consecutive record and the strongest performance since its launch [11] - The HomePro program was officially launched in Q2, enhancing customer experience through specialized agents [10] - The company acquired 443 homes during the quarter, focusing on strategic markets and properties aligned with margin targets [16] Market Data and Key Metrics Changes - Market conditions remain challenging, with affordability issues and economic uncertainty affecting both buyers and sellers, leading to longer home sale times and downward pressure on home prices [6][7] - The traditional spring selling season was underwhelming, with rising listing inventory providing buyers with more options [6] Company Strategy and Development Direction - The company aims to scale high-margin asset-light services, maintain cost discipline, and position itself to capture opportunities as market conditions evolve [14][19] - The focus is on enhancing customer experience through a diversified model that includes cash offers, HomePro, and Direct Plus services [12][13] Management's Comments on Operating Environment and Future Outlook - Management noted that despite operating with leaner resources, the team has delivered strong results, reflecting focus and resilience [14] - Looking ahead, the company expects Q3 revenue in the range of $130 million to $150 million, with a shift towards a higher percentage of revenue from asset-light services [19] Other Important Information - The company raised $21 million in July, increasing total liquidity to over $75 million, which strengthens the balance sheet and supports growth initiatives [5][18] - The company has established new lending facilities to increase operational agility and reduce committed capacity [18] Q&A Session Summary Question: Home acquisition pace for the remainder of the year - Management indicated a disciplined approach to home acquisitions, focusing on strategic markets while being cautious about areas with high supply [22][26] Question: Momentum in renovate - The company is seeing strong momentum in the renovate business due to increased customer sign-ups and efficiency, particularly among mid to small investors [24] Question: Economics of HomePro compared to traditional cash offers - HomePro services will recognize net revenue similar to gross profit, leading to a shift in revenue mix that increases gross profit but decreases overall revenue [38] Question: Current capital position and ability to self-fund - The company is comfortable with its capital position, having made significant strides in reducing fixed costs while improving gross profit [43][44] Question: Path to 1,000 homes per quarter - The company continues to view 1,000 real estate transactions as a North Star, with a shift towards more asset-light transactions while maintaining focus on overall transaction volume [50][52]

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) This section details forward-looking statements about Offerpad's future operations, financial condition, and market strategies, subject to inherent risks and uncertainties - Forward-looking statements cover future results of operations, financial condition, liquidity, real estate inventory and home acquisition strategy, mortgage rates, cash requirements, financing plans, product/service offerings, compliance, macroeconomic trends, and geopolitical concerns[8](index=8&type=chunk) - Key risks include the ability to respond to economic conditions, health of the U.S. residential real estate industry, market share growth, effective growth management, accurate real estate inventory valuation and management, successful launch of new offerings, brand maintenance, profitability, success of strategic relationships, and compliance with NYSE listing rules[13](index=13&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Offerpad's unaudited condensed consolidated financial statements and detailed notes for Q2 and YTD June 30, 2025 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows decreased total assets and stockholders' equity from December 2024 to June 2025, driven by reduced cash and increased accumulated deficit Condensed Consolidated Balance Sheets (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $22,650 | $43,018 | | Restricted cash | 4,096 | 30,608 | | Real estate inventory | 212,737 | 214,174 | | Total current assets | 249,597 | 294,212 | | TOTAL ASSETS | $267,986 | $313,053 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Secured credit facilities and other debt, net | 177,322 | 195,378 | | Secured credit facilities and other debt - related party | 38,577 | 41,861 | | Total current liabilities | 229,618 | 250,965 | | Total liabilities | 243,451 | 265,400 | | Total stockholders' equity | 24,535 | 47,653 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $267,986 | $313,053 | - Total assets decreased by **$45.067 million (14.4%)** from December 31, 2024, to June 30, 2025[15](index=15&type=chunk) - Total stockholders' equity decreased by **$23.118 million (48.5%)** from December 31, 2024, to June 30, 2025, primarily due to an increased accumulated deficit[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue and gross profit decreased for Q2 and YTD 2025, but net loss improved due to lower operating and interest expenses Three Months Ended June 30, (in thousands, except per share data) | (in thousands, except per share data) | 2025 | 2024 | | :------------------------------------ | :---------- | :---------- | | Revenue | $160,315 | $251,122 | | Cost of revenue | 146,126 | 229,251 | | Gross profit | 14,189 | 21,871 | | Total operating expenses | 21,970 | 31,732 | | Loss from operations | (7,781) | (9,861) | | Net loss | $(10,903) | $(13,782) | | Net loss per share, basic | $(0.39) | $(0.50) | Six Months Ended June 30, (in thousands, except per share data) | (in thousands, except per share data) | 2025 | 2024 | | :------------------------------------ | :---------- | :---------- | | Revenue | $321,013 | $536,480 | | Cost of revenue | 296,317 | 492,014 | | Gross profit | 24,696 | 44,466 | | Total operating expenses | 44,014 | 67,912 | | Loss from operations | (19,318) | (23,446) | | Net loss | $(25,960) | $(31,297) | | Net loss per share, basic | $(0.94) | $(1.14) | - Revenue decreased by **36.2% for Q2 2025 YoY** and **40.2% for YTD Q2 2025 YoY**[20](index=20&type=chunk) - Net loss improved by **20.9% for Q2 2025 YoY** and **17.1% for YTD Q2 2025 YoY**[20](index=20&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity significantly decreased from December 2024 to June 2025, mainly due to net loss, partially offset by stock-based compensation Changes in Stockholders' Equity (Six Months Ended June 30, 2025) (in thousands) | (in thousands) | Common Stock Shares | Common Stock Amount | Additional Paid in Capital | Accumulated Deficit | Total Stockholders' Equity | | :----------------------------- | :------------------ | :------------------ | :------------------------- | :-------------------- | :------------------------- | | Balance at December 31, 2024 | 27,379 | $3 | $507,696 | $(460,046) | $47,653 | | Issuance of common stock upon vesting of restricted stock units | 331 | — | (197) | — | (197) | | Stock-based compensation expense | — | — | 3,039 | — | 3,039 | | Net loss | — | — | — | (25,960) | (25,960) | | Balance at June 30, 2025 | 27,710 | $3 | $510,538 | $(486,006) | $24,535 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Significant net cash outflows from operating and financing activities in H1 2025 led to a substantial decrease in total cash and equivalents Six Months Ended June 30, ($ in thousands) | ($ in thousands) | 2025 | 2024 | | :------------------------------------------------ | :---------- | :---------- | | Net cash used in operating activities | $(23,646) | $(51,999) | | Net cash used in investing activities | (1,079) | (318) | | Net cash (used in) provided by financing activities | (22,155) | 45,381 | | Net change in cash, cash equivalents and restricted cash | $(46,880) | $(6,936) | | Cash, cash equivalents and restricted cash, end of period | $26,746 | $72,998 | - Net cash used in operating activities decreased by **$28.353 million (54.5%) YoY** for the six months ended June 30, 2025[29](index=29&type=chunk) - Net cash from financing activities shifted from a **$45.381 million inflow in 2024** to a **$22.155 million outflow in 2025**, primarily due to reduced credit facility borrowings[29](index=29&type=chunk)[261](index=261&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail Offerpad's business, accounting policies, and financial statement line items, providing context for reported figures [Note 1. Nature of Operations and Significant Accounting Policies](index=9&type=section&id=Note%201.%20Nature%20of%20Operations%20and%20Significant%20Accounting%20Policies) Offerpad operates a real estate platform in 27 markets, prepares GAAP financial statements with key inventory valuation estimates, and consolidates subsidiaries and VIEs - Offerpad operates in over **1,900 cities and towns** in **27 metropolitan markets** across **18 states** as of June 30, 2025[33](index=33&type=chunk) - Real estate inventory is valued at the lower of cost or net realizable value, with valuation adjustments recorded in cost of revenue[38](index=38&type=chunk)[39](index=39&type=chunk) Real Estate Inventory Valuation Adjustments ($ in millions) | Period | 2025 ($ in millions) | 2024 ($ in millions) | | :------------------------- | :------------------- | :------------------- | | Three months ended June 30 | $1.1 | $0.6 | | Six months ended June 30 | $2.8 | $1.2 | - New accounting standards for income tax disclosures are effective for annual periods beginning after December 15, 2024, and for disaggregation of income statement expenses after December 15, 2026[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 2. Real Estate Inventory](index=12&type=section&id=Note%202.%20Real%20Estate%20Inventory) Real estate inventory slightly decreased from December 2024 to June 2025, with shifts in homes under renovation, listed for sale, and under contract Real Estate Inventory Components (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Homes preparing for and under renovation | $42,510 | $38,479 | | Homes listed for sale | 127,501 | 135,937 | | Homes under contract to sell | 42,726 | 39,758 | | Real estate inventory | $212,737 | $214,174 | [Note 3. Property and Equipment](index=12&type=section&id=Note%203.%20Property%20and%20Equipment) Net property and equipment slightly increased from December 2024 to June 2025, due to leasehold improvements and office equipment, despite decreased construction in progress Property and Equipment, Net (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Leasehold improvements | $6,060 | $1,055 | | Rooftop solar panel systems | 4,958 | 4,958 | | Office equipment and furniture | 1,284 | 687 | | Construction in progress | 92 | 5,440 | | Property and equipment, gross | 13,022 | 12,768 | | Less: accumulated depreciation | (3,350) | (3,641) | | Property and equipment, net | $9,672 | $9,127 | - Depreciation expense for the three months ended June 30, 2025, was **$0.3 million**, up from **$0.1 million in 2024**[48](index=48&type=chunk) [Note 4. Leases](index=14&type=section&id=Note%204.%20Leases) Operating lease costs decreased for Q2 and YTD 2025, with a weighted-average remaining lease term of **9.6 years** and a discount rate of **7.5%** as of June 30, 2025 Operating Lease Costs (in millions) | Period | 2025 ($ in millions) | 2024 ($ in millions) | | :------------------------- | :------------------- | :------------------- | | Three months ended June 30 | $0.7 | $0.9 | | Six months ended June 30 | $1.4 | $1.8 | - Weighted-average remaining lease term was **9.6 years** as of June 30, 2025 (**9.7 years** as of December 31, 2024)[52](index=52&type=chunk) - Weighted-average discount rate was **7.5%** as of June 30, 2025 (**7.4%** as of December 31, 2024)[52](index=52&type=chunk) [Note 5. Accrued and Other Liabilities](index=15&type=section&id=Note%205.%20Accrued%20and%20Other%20Liabilities) Accrued and other current liabilities slightly increased from December 2024 to June 2025, driven by home renovation and legal obligations, offset by reduced payroll and marketing Accrued and Other Current Liabilities (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Home renovation | $4,195 | $3,684 | | Interest | 1,512 | 1,293 | | Legal and professional obligations | 1,396 | 344 | | Payroll and other employee related expenses | 1,281 | 1,895 | | Operating lease liabilities | 1,060 | 963 | | Marketing | 575 | 757 | | Other | 2,403 | 2,868 | | Accrued and other current liabilities | $12,422 | $11,804 | - Advertising expenses decreased by **$1.4 million (40%)** for Q2 2025 YoY and **$3.5 million (44.3%)** for YTD Q2 2025 YoY[54](index=54&type=chunk) [Note 6. Credit Facilities and Other Debt](index=15&type=section&id=Note%206.%20Credit%20Facilities%20and%20Other%20Debt) Total credit facilities and debt decreased from December 2024 to June 2025, with **$772.0 million** borrowing capacity, and a temporary covenant waiver obtained in July 2025 Credit Facilities and Other Debt, Net (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------ | :---------------- | | Senior secured credit facilities with financial institutions | $165,511 | $166,914 | | Senior secured credit facility with a related party | 11,860 | 18,329 | | Senior secured debt - other | 11,869 | 21,433 | | Mezzanine secured credit facilities with financial institutions | — | 7,707 | | Mezzanine secured credit facilities with a related party | 26,717 | 23,532 | | Debt issuance costs | (58) | (676) | | Total credit facilities and other debt, net | $215,899 | $237,239 | - Total borrowing capacity under senior and mezzanine secured credit facilities was **$772.0 million** as of June 30, 2025, with **$70.5 million** committed[57](index=57&type=chunk) - In July 2025, Offerpad obtained a temporary waiver of minimum liquidity and tangible net worth covenants under related party facilities, leading to the expiration of associated revolving/withdrawal periods[70](index=70&type=chunk)[72](index=72&type=chunk) - On July 31, 2025, the Company entered into a new **$15.0 million revolving credit facility** with a three-year term, accruing interest at **8.50% per annum**[74](index=74&type=chunk) [Note 7. Warrant Liabilities](index=18&type=section&id=Note%207.%20Warrant%20Liabilities) As of June 30, 2025, **16.1 million public** and **5.7 million private placement warrants** were outstanding; new **2025 Warrants** were issued post-period at **$2.30 per share** - As of June 30, 2025, **16.1 million public warrants** and **5.7 million private placement warrants** were outstanding, exercisable at **$172.50 per share** (**15 warrants per share**)[75](index=75&type=chunk) - On July 25, 2025, Offerpad issued **1,428,571 new 2025 Warrants** with an exercise price of **$2.30 per share**, exercisable from January 26, 2026, to January 26, 2030[78](index=78&type=chunk) [Note 8. Fair Value Measurements](index=19&type=section&id=Note%208.%20Fair%20Value%20Measurements) Fair value of public and private placement warrant liabilities decreased from December 2024 to June 2025, classified as Level 1 and Level 3 measurements, respectively Fair Value of Warrant Liabilities (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Public warrant liabilities (Level 1) | $75 | $128 | | Private placement warrant liabilities (Level 3) | $84 | $103 | - The change in fair value of warrant liabilities resulted in a **$0.3 million gain** for Q2 2025 and a **$0.1 million gain** for YTD Q2 2025[83](index=83&type=chunk)[84](index=84&type=chunk) [Note 9. Stockholders' Equity](index=19&type=section&id=Note%209.%20Stockholders'%20Equity) As of June 30, 2025, **27.7 million Class A common shares** were outstanding; a July 2025 Offering generated **$6.0 million** gross proceeds, with no preferred stock or cash dividends - **27,710,358 shares** of Class A common stock were issued and outstanding as of June 30, 2025[89](index=89&type=chunk) - On July 25, 2025, Offerpad issued **2,857,143 shares** of Class A common stock and warrants for **$6.0 million gross proceeds**[90](index=90&type=chunk) - The company has not paid any cash dividends on common stock and has no current plans to do so[93](index=93&type=chunk) [Note 10. Stock-Based Awards](index=20&type=section&id=Note%2010.%20Stock-Based%20Awards) The 2021 Incentive Award Plan's share limit increased by **2,721,500 shares** in July 2025; unrecognized stock-based compensation is **$4.8 million** for RSUs and **$0.1 million** for stock options - The 2021 Incentive Award Plan's share limit was increased by **2,721,500 shares**, approved by stockholders on July 30, 2025[95](index=95&type=chunk) - As of June 30, 2025, **1,945 thousand RSUs** were outstanding, with **$3.0 million** of unrecognized stock-based compensation expense[100](index=100&type=chunk)[101](index=101&type=chunk) - **777 thousand stock options** were outstanding as of June 30, 2025, with **$0.1 million** of unrecognized stock-based compensation expense[103](index=103&type=chunk)[104](index=104&type=chunk) Stock-Based Compensation Expense (in thousands) | ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales, marketing and operating | $211 | $1,129 | $690 | $2,305 | | General and administrative | 860 | 1,995 | 2,005 | 4,395 | | Technology and development | 186 | 125 | 344 | 416 | | Total | $1,257 | $3,249 | $3,039 | $7,116 | [Note 11. Variable Interest Entities](index=22&type=section&id=Note%2011.%20Variable%20Interest%20Entities) Offerpad consolidates SPEs as VIEs where it is the primary beneficiary, with VIE assets and liabilities primarily comprising restricted cash, real estate inventory, and secured credit facilities VIE Assets and Liabilities (in thousands) | ($ in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | **Assets** | | | | Restricted cash | $3,771 | $30,608 | | Accounts receivable | 1,951 | — | | Real estate inventory | 212,737 | 214,174 | | Total assets | $218,717 | $245,127 | | **Liabilities** | | | | Secured credit facilities and other debt, net | 215,899 | 237,273 | | Total liabilities | $217,563 | $239,190 | [Note 12. Earnings Per Share](index=23&type=section&id=Note%2012.%20Earnings%20Per%20Share) Basic and diluted net loss per share was **$(0.39)** for Q2 2025 and **$(0.94)** for YTD Q2 2025; anti-dilutive securities were excluded due to net losses Net Loss Per Share (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(10,903) | $(13,782) | $(25,960) | $(31,297) | | Weighted average common shares outstanding, basic | 27,770 | 27,385 | 27,667 | 27,362 | | Net loss per share, basic | $(0.39) | $(0.50) | $(0.94) | $(1.14) | | Net loss per share, diluted | $(0.39) | $(0.50) | $(0.94) | $(1.14) | - Anti-dilutive securities excluded from diluted EPS calculation include stock options (**780k** for Q2 2025), restricted stock units (**640k** for Q2 2025), and warrants (**1,452k** for Q2 2025)[112](index=112&type=chunk) [Note 13. Income Taxes](index=23&type=section&id=Note%2013.%20Income%20Taxes) Minimal income tax expense for Q2 and YTD 2025, with a lower effective tax rate due to NOLs and state taxes; a **$125.9 million** valuation allowance is maintained against net deferred tax assets - Income tax expense was **less than $0.1 million** for Q2 2025 and **$0.1 million** for YTD Q2 2025[114](index=114&type=chunk) - Effective tax rate was an expense of **0.3%** for Q2 2025 and YTD Q2 2025, differing from the **21% federal statutory rate** due to net operating loss carryforwards and state taxes[114](index=114&type=chunk) - A full valuation allowance of **$125.9 million** was recorded against net deferred tax assets as of June 30, 2025[114](index=114&type=chunk) [Note 14. Related-Party Transactions](index=25&type=section&id=Note%2014.%20Related-Party%20Transactions) Offerpad has credit facilities with LL Capital Partners, uses services from First American Financial, and granted compensation and RSUs to CEO Brian Bair's family Related-Party Credit Facilities (in thousands) | ($ in thousands) | June 30, 2025 Borrowing Capacity | June 30, 2025 Outstanding Amount | December 31, 2024 Borrowing Capacity | December 31, 2024 Outstanding Amount | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------------- | :----------------------------------- | | Senior secured credit facility with a related party | $50,000 | $11,860 | $50,000 | $18,329 | | Mezzanine secured credit facilities with a related party | $57,000 | $26,717 | $92,000 | $23,532 | - Interest paid for borrowings under LL credit facilities was **$1.6 million** for Q2 2025 and **$2.8 million** for YTD Q2 2025[122](index=122&type=chunk) - Payments to First American Financial Corporation for services were **$0.9 million** for Q2 2025 and **$1.8 million** for YTD Q2 2025[123](index=123&type=chunk) Compensation to Immediate Family Members of Brian Bair (in thousands) | ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Mr. Vaughn Bair | $112 | $99 | $321 | $262 | | Mr. Casey Bair | 92 | 92 | 200 | 245 | | Ms. Katie Bullard | 37 | 31 | 87 | 67 | | Total | $241 | $222 | $608 | $574 | [Note 15. Commitments and Contingencies](index=26&type=section&id=Note%2015.%20Commitments%20and%20Contingencies) As of June 30, 2025, Offerpad committed to purchase **110 homes** for **$30.3 million** and faces legal proceedings, including a class action lawsuit dismissed in February 2025 - As of June 30, 2025, Offerpad was under contract to purchase **110 homes** for an aggregate price of **$30.3 million**[130](index=130&type=chunk) - A class action lawsuit alleging breach of fiduciary duties against certain defendants, including Offerpad Defendants, was dismissed without prejudice for Offerpad Defendants on February 24, 2025[135](index=135&type=chunk) [Note 16. Segment Reporting](index=27&type=section&id=Note%2016.%20Segment%20Reporting) Offerpad operates five segments, with 'Cash Offer' as the reportable segment; 'Other' includes B2B Renovate, Direct+, HomePro, and Agent Partnership programs, with performance evaluated by gross profit - Offerpad has five operating segments: Cash Offer, B2B Renovate, Direct+ institutional buyer, HomePro, and Agent Partnership Program[139](index=139&type=chunk) - HomePro, a new asset-light platform offering, was launched during Q2 2025[137](index=137&type=chunk) Segment Financial Information (in thousands) | ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Revenue:** | | | | | | Cash Offer | $152,071 | $244,880 | $305,904 | $522,725 | | Other | 8,244 | 6,242 | 15,109 | 13,755 | | **Gross profit:** | | | | | | Cash Offer | $11,157 | $19,878 | $19,255 | $40,073 | | Other | 3,032 | 1,993 | 5,441 | 4,393 | [Note 17. Subsequent Events](index=28&type=section&id=Note%2017.%20Subsequent%20Events) No material subsequent events requiring recognition or additional disclosure have occurred beyond those already described in other financial statement notes [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Offerpad's financial condition and operational results for Q2 and YTD June 30, 2025, covering business overview, economic impacts, performance factors, non-GAAP measures, and liquidity [Overview](index=29&type=section&id=Overview) Offerpad faced uncertain H1 2025 market conditions with elevated mortgage rates, but improved net loss and gross profit margin QoQ through strategic offers and cost reduction, while addressing NYSE compliance and securing new financing - Offerpad has transacted on homes representing approximately **$12.0 billion** of aggregate revenue through June 30, 2025[147](index=147&type=chunk) - The average thirty-year fixed mortgage rate remained between **6.5% and 7%** during H1 2025, negatively impacting housing affordability and velocity[150](index=150&type=chunk) Key Operational Metrics (Q2 2025) | Metric | Q2 2025 | Q1 2025 | | :----------------- | :---------- | :---------- | | Homes sold | 452 | 460 | | Revenue | ~$160M | ~$160M | | Gross profit margin | 8.9% | (improved QoQ) | - Offerpad received a NYSE non-compliance notice on April 10, 2025, due to market capitalization and stockholders' equity below **$50 million**, but its business plan to cure the deficiency was accepted on July 16, 2025[154](index=154&type=chunk)[156](index=156&type=chunk) - On July 31, 2025, Offerpad entered into a new **$15.0 million revolving credit facility**[157](index=157&type=chunk) - On July 25, 2025, Offerpad issued and sold **2,857,143 shares** of Class A common stock and warrants for **$6.0 million gross proceeds**[158](index=158&type=chunk) [Factors Affecting Our Performance](index=31&type=section&id=Factors%20Affecting%20Our%20Performance) Performance is driven by market penetration, asset-light offerings, ancillary products, unit economics, inventory financing, seasonality, and risk management - Offerpad captured roughly **0.4% market share** of real estate transactions across its **26 active markets** in 2024[161](index=161&type=chunk) - Expanded into **three new markets** recently, but decelerated overall market expansion due to uncertain economic conditions[162](index=162&type=chunk)[163](index=163&type=chunk) - B2B Renovate business services are growing, with Offerpad becoming a preferred provider on Auction.com's marketplace in Q2 2025[164](index=164&type=chunk)[165](index=165&type=chunk) - Launched HomePro in Q2 2025, expanding to all markets, to increase in-home seller engagement and provide comprehensive solutions[167](index=167&type=chunk) - Agent Partnership Program provides referral fees to agents and integrates with Realtor.com to expand reach[168](index=168&type=chunk)[169](index=169&type=chunk) - Ancillary products and services, like title and escrow, aim to strengthen unit economics with higher margins despite smaller average revenue per transaction[171](index=171&type=chunk)[172](index=172&type=chunk) - Average real estate inventory holding period decreased to **133 days** in Q2 2025, down from **165 days** in Q1 2025, and is expected to remain around **140 days** in Q3 2025[180](index=180&type=chunk)[181](index=181&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) Offerpad uses non-GAAP measures like Adjusted Gross Profit, Contribution Profit, and Adjusted EBITDA to evaluate unit economics and financial performance, adjusting for non-recurring items Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (in thousands, except percentages) | (in thousands, except percentages) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross profit (GAAP) | $14,189 | $21,871 | $24,696 | $44,466 | | Adjusted gross profit | $14,925 | $23,295 | $26,386 | $47,537 | | Adjusted gross margin | 9.3% | 9.3% | 8.2% | 8.9% | | Contribution profit | $10,071 | $16,384 | $16,215 | $33,041 | | Contribution margin | 6.3% | 6.5% | 5.1% | 6.2% | | Contribution profit after interest | $5,623 | $10,728 | $5,844 | $20,769 | | Contribution margin after interest | 3.5% | 4.3% | 1.8% | 3.9% | Adjusted Net Income (Loss) and Adjusted EBITDA (in thousands, except percentages) | (in thousands, except percentages) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss (GAAP) | $(10,903) | $(13,782) | $(25,960) | $(31,297) | | Adjusted net loss | $(11,232) | $(13,773) | $(26,032) | $(31,632) | | Adjusted net loss margin | (7.0)% | (5.5)% | (8.1)% | (5.9)% | | Adjusted EBITDA | $(4,787) | $(4,429) | $(12,618) | $(11,558) | | Adjusted EBITDA margin | (3.0)% | (1.8)% | (3.9)% | (2.2)% | [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Consolidated revenue significantly decreased for Q2 and YTD 2025 due to lower Cash Offer sales, but net loss improved from reduced operating and interest expenses, while Other segment revenue and gross profit margins increased [Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=41&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) Q2 2025 consolidated revenue decreased by **36.2% YoY** due to lower Cash Offer sales, but Other revenue increased; net loss improved by **20.9%** from reduced operating and interest expenses Consolidated Results (Three Months Ended June 30, in thousands) | (in thousands) | 2025 | 2024 | $ Change | % Change | | :------------------------------ | :---------- | :---------- | :---------- | :------- | | Total revenue | $160,315 | $251,122 | $(90,807) | (36.2)% | | Total cost of revenue | 146,126 | 229,251 | (83,125) | (36.3)% | | Gross profit | 14,189 | 21,871 | (7,682) | (35.1)% | | Total operating expenses | 21,970 | 31,732 | (9,762) | (30.8)% | | Loss from operations | (7,781) | (9,861) | 2,080 | (21.1)% | | Net loss | $(10,903) | $(13,782) | $2,879 | (20.9)% | - Cash Offer revenue decreased by **$92.8 million (37.9%)** due to a **39.1% decrease** in homes sold (**452 homes** in Q2 2025 vs. **742 in Q2 2024**)[204](index=204&type=chunk) - Other revenue increased by **$2.0 million (32.1%)**, primarily from B2B Renovate business due to higher renovation volumes and average transaction value[207](index=207&type=chunk) - Cash Offer gross profit margin decreased to **7.3%** (from **8.1%**) due to increased real estate inventory valuation adjustments and higher holding periods[212](index=212&type=chunk) - Other gross profit margin increased to **36.8%** (from **31.9%**) due to a shift in product mix towards higher-margin Agent Partnership Program[213](index=213&type=chunk) - Sales, marketing and operating expenses decreased by **$7.0 million (34.8%)** due to lower headcount, variable costs, and advertising spend[214](index=214&type=chunk) - Interest expense decreased by **$0.9 million (20.0%)** due to a **$66.8 million decrease** in average outstanding debt and a **0.9% decrease** in weighted average variable interest rates[218](index=218&type=chunk) [Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=44&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) YTD Q2 2025 consolidated revenue decreased by **40.2% YoY** due to lower Cash Offer sales, but Other revenue increased; net loss improved by **17.1%** from significant reductions in operating and interest expenses Consolidated Results (Six Months Ended June 30, in thousands) | (in thousands) | 2025 | 2024 | $ Change | % Change | | :------------------------------ | :---------- | :---------- | :---------- | :------- | | Total revenue | $321,013 | $536,480 | $(215,467) | (40.2)% | | Total cost of revenue | 296,317 | 492,014 | (195,697) | (39.8)% | | Gross profit | 24,696 | 44,466 | (19,770) | (44.5)% | | Total operating expenses | 44,014 | 67,912 | (23,898) | (35.2)% | | Loss from operations | (19,318) | (23,446) | 4,128 | (17.6)% | | Net loss | $(25,960) | $(31,297) | $5,337 | (17.1)% | - Cash Offer revenue decreased by **$216.8 million (41.5%)** due to a **42.6% decrease** in homes sold (**912 homes** in YTD Q2 2025 vs. **1,589 in YTD Q2 2024**)[223](index=223&type=chunk) - Other revenue increased by **$1.4 million (9.8%)**, primarily from B2B Renovate revenue, partially offset by a transition from historical listing services[225](index=225&type=chunk) - Cash Offer gross profit margin decreased to **6.3%** (from **7.7%**) due to increased real estate inventory valuation adjustments and higher average holding periods[230](index=230&type=chunk) - Sales, marketing and operating expenses decreased by **$15.7 million (36.7%)** due to lower headcount, variable costs, and advertising spend[232](index=232&type=chunk)[233](index=233&type=chunk) - Interest expense decreased by **$2.3 million (24.2%)** due to a **$55.2 million decrease** in average outstanding debt and a **0.8% decrease** in weighted average variable interest rates[237](index=237&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, Offerpad had **$22.7 million** cash and **$567.9 million** undrawn capacity; post-period, a new **$15.0 million** credit facility was secured and **$6.0 million** raised, with future capital needs dependent on market conditions - As of June 30, 2025, cash and cash equivalents were **$22.7 million**, with **$567.9 million** in total undrawn borrowing capacity under secured credit facilities[240](index=240&type=chunk) - On July 31, 2025, Offerpad entered into a **$15.0 million Revolving Credit Facility**[241](index=241&type=chunk)[255](index=255&type=chunk) - On July 25, 2025, Offerpad generated **$6.0 million gross proceeds** from the July 2025 Offering of Class A common stock and warrants[241](index=241&type=chunk) - Net cash used in operating activities was **$23.6 million** for YTD Q2 2025, a decrease from **$52.0 million** in YTD Q2 2024[257](index=257&type=chunk)[258](index=258&type=chunk) - Net cash used in financing activities was **$22.2 million** for YTD Q2 2025, compared to **$45.4 million provided** in YTD Q2 2024, primarily due to reduced credit facility borrowings[257](index=257&type=chunk)[261](index=261&type=chunk) [Critical Accounting Estimates](index=53&type=section&id=Critical%20Accounting%20Estimates) No material changes to critical accounting estimates have occurred since the December 31, 2024 Annual Report on Form 10-K - No material changes to critical accounting estimates since the December 31, 2024 Annual Report on Form 10-K[265](index=265&type=chunk) [Recent Accounting Pronouncements](index=55&type=section&id=Recent%20Accounting%20Pronouncements) Recent accounting pronouncements are detailed in Note 1. Nature of Operations and Significant Accounting Policies - Refer to Note 1 for discussion of recent accounting pronouncements[267](index=267&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to Offerpad's market risk exposure have occurred since December 31, 2024 - No material changes to market risk exposure since December 31, 2024[268](index=268&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[270](index=270&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[271](index=271&type=chunk) [PART II. OTHER INFORMATION](index=42&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) Offerpad faces ordinary legal proceedings not expected to have a material adverse effect; specific pending litigation is detailed in Note 15 - No ordinary course legal proceedings are expected to have a material adverse effect on the company's financial statements[273](index=273&type=chunk) - Refer to Note 15 for details on pending litigation outside the scope of ordinary and routine business[275](index=275&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since the December 31, 2024 Annual Report on Form 10-K - No material changes to risk factors since the December 31, 2024 Annual Report on Form 10-K[276](index=276&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or repurchases of Class A common stock occurred during the three months ended June 30, 2025 - No unregistered sales of equity securities during the period[277](index=277&type=chunk) - No repurchases of Class A common stock during the three months ended June 30, 2025[278](index=278&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to Offerpad for the current reporting period - Not applicable[279](index=279&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Offerpad for the current reporting period - Not applicable[280](index=280&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) Stockholders approved an amendment to the 2021 Incentive Award Plan on July 30, 2025, increasing shares available for issuance by **2,721,500**; voting results are provided - Stockholders approved an amendment to the 2021 Incentive Award Plan on July 30, 2025, increasing shares reserved for issuance by **2,721,500**[281](index=281&type=chunk) Voting Results for Proposal 1 (2021 Incentive Award Plan Amendment) | Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | | :---------- | :------------ | :-------------- | :--------------- | | 13,453,287 | 1,407,169 | 117 | 0 | [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, credit agreements, securities purchase agreements, and certifications - Exhibits include the Fourth Restated Certificate of Incorporation, Amended and Restated Bylaws, Form of Common Stock Purchase Warrant, various Loan and Security Agreements, Amendment to the 2021 Incentive Award Plan, and CEO/CFO certifications[290](index=290&type=chunk) [SIGNATURES](index=45&type=section&id=SIGNATURES) [Report Signatures](index=45&type=section&id=Report%20Signatures) The Quarterly Report on Form 10-Q was signed on August 4, 2025, by Brian Bair (CEO and Chairman) and Peter Knag (CFO) - Report signed by Brian Bair (CEO and Chairman) and Peter Knag (CFO) on August 4, 2025[295](index=295&type=chunk)

Investor Presentation Q2 2025 Update 1 Certain statements in this presentation 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 Offerpad's future financial or operating performance. For example, statements regarding Offerpad's financial outlook, including homes sold, revenue and Adjusted EBITDA, for the first quarter of 2025, and expectations regarding market conditions, st ...

[Q2 2025 Earnings Overview](index=1&type=section&id=Q2%202025%20Earnings%20Overview) [Q2 2025 Highlights and CEO Commentary](index=1&type=section&id=Q2%202025%20Highlights%20and%20CEO%20Commentary) Offerpad reported **$160.3 million revenue** and **452 homes sold** in Q2 2025, validating its asset-light services platform - Offerpad's platform integrates sellers, agents, cash buyers, and institutional partners, creating a real estate solutions center positioned for scaling asset-light services and operating with greater efficiency[3](index=3&type=chunk) - The company raised **$21 million** in July, increasing total liquidity to **over $75 million**, strengthening the balance sheet and supporting growth initiatives[3](index=3&type=chunk) - Offerpad HomePro is now live in all markets, enabling agents to deliver in-person selling solutions including cash offers, open market listings, and an upside program[3](index=3&type=chunk) - Offerpad Renovate achieved **$6.4 million in revenue**, its **highest quarterly revenue since launch**, driven by increased demand from institutional and investor partners[3](index=3&type=chunk) - Upgrades to the asset-light Direct+ platform are enhancing SFR buyer engagement and aligning inventory with partner buy boxes[3](index=3&type=chunk) | Metric | Value | | :--- | :--- | | Revenue | $160.3 million | | Homes Sold | 452 | [CFO Commentary and Strategic Focus](index=2&type=section&id=CFO%20Commentary%20and%20Strategic%20Focus) The CFO noted a **$21 million capital raise** for scalable investments, supporting asset-light services and long-term growth - The **$21 million** July capital raise is primarily non-dilutive and supports investment in scalable, margin-positive business areas[5](index=5&type=chunk) - Offerpad is advancing complementary services like HomePro, Renovate, and Direct+ to enhance solution delivery, reach new customer segments, and serve institutional buyers[5](index=5&type=chunk) - These strategic investments reinforce the company's asset-light approach and commitment to long-term growth[5](index=5&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) [Q2 2025 Key Financial Metrics](index=2&type=section&id=Q2%202025%20Key%20Financial%20Metrics) Offerpad's Q2 2025 reported **$160.3 million revenue** from **452 homes sold**, with **($4.8 million) Adjusted EBITDA loss** - Adjusted EBITDA Loss improved **39% sequentially**[8](index=8&type=chunk) | Metric | Value | | :--- | :--- | | Revenue | $160.3 million | | Homes Sold | 452 | | Gross Margin | 8.9% | | Adjusted EBITDA Loss | ($4.8 million) | | Unrestricted Cash | $22.6 million | | Total Liquidity | Over $55 million | [Quarter-over-Quarter Financial Performance](index=3&type=section&id=Quarter-over-Quarter%20Financial%20Performance) Q2 2025 showed a **35% increase in gross profit** and **39% improvement in Adjusted EBITDA** sequentially | Metric | Q2 2025 | Q1 2025 | Percentage Change | | :--- | :--- | :--- | :--- | | Homes acquired | 443 | 454 | (2%) | | Homes sold | 452 | 460 | (2%) | | Revenue | $160.3 million | $160.7 million | (0%) | | Gross profit | $14.2 million | $10.5 million | 35% | | Net loss | ($10.9 million) | ($15.1 million) | 28% | | Adjusted EBITDA | ($4.8 million) | ($7.8 million) | 39% | | Diluted Net Loss per Share | ($0.39) | ($0.55) | 29% | | Gross profit per home sold | $31,400 | $22,800 | 37% | | Contribution profit after interest per home sold | $12,400 | $500 | 2,380% | | Cash and cash equivalents | $22.7 million | $30.8 million | (26%) | [Year-over-Year Financial Performance](index=3&type=section&id=Year-over-Year%20Financial%20Performance) Year-over-year, Q2 2025 revenue dropped **36%**, with net loss **improved by 21%** and gross profit per home sold **up 7%** | Metric | Q2 2025 | Q2 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Homes acquired | 443 | 831 | (47%) | | Homes sold | 452 | 742 | (39%) | | Revenue | $160.3 million | $251.1 million | (36%) | | Gross profit | $14.2 million | $21.9 million | (35%) | | Net loss | ($10.9 million) | ($13.8 million) | (21%) | | Adjusted EBITDA | ($4.8 million) | ($4.4 million) | (8%) | | Diluted Net Loss per Share | ($0.39) | ($0.50) | 22% | | Gross profit per home sold | $31,400 | $29,500 | 7% | | Contribution profit after interest per home sold | $12,400 | $14,500 | (14%) | | Cash and cash equivalents | $22.7 million | $56.9 million | (60%) | [Condensed Consolidated Statements of Operations (GAAP)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(GAAP)) For Q2 2025, Offerpad reported **$160.3 million revenue**, **$14.2 million gross profit**, and **($10.9 million) net loss** | (in thousands, except per share data) (Unaudited) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $160,315 | $251,122 | | Cost of revenue | 146,126 | 229,251 | | Gross profit | 14,189 | 21,871 | | Total operating expenses | 21,970 | 31,732 | | Loss from operations | (7,781) | (9,861) | | Net loss | $ (10,903) | $ (13,782) | | Net loss per share, diluted | $ (0.39) | $ (0.50) | [Condensed Consolidated Balance Sheets (GAAP)](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(GAAP)) As of June 30, 2025, Offerpad's **total assets were $267.9 million**, with **real estate inventory at $212.7 million** | (in thousands, except par value per share) (Unaudited) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $22,650 | $43,018 | | Real estate inventory | 212,737 | 214,174 | | Total current assets | 249,597 | 294,212 | | TOTAL ASSETS | $267,986 | $313,053 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Secured credit facilities and other debt, net | 177,322 | 195,378 | | Total current liabilities | 229,618 | 250,965 | | Total liabilities | 243,451 | 265,400 | | Total stockholders' equity | 24,535 | 47,653 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $267,986 | $313,053 | [Condensed Consolidated Statements of Cash Flows (GAAP)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(GAAP)) For H1 2025, Offerpad reported **($23.6 million) net cash used in operations** and **($22.1 million) in financing** | ($ in thousands) (Unaudited) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net loss | $ (25,960) | $ (31,297) | | Net cash used in by operating activities | (23,646) | (51,999) | | Net cash used in investing activities | (1,079) | (318) | | Net cash (used in) provided by financing activities | (22,155) | 45,381 | | Net change in cash, cash equivalents and restricted cash | (46,880) | (6,936) | | Cash, cash equivalents and restricted cash, end of period | $ 26,746 | $ 72,998 | [Non-GAAP Financial Measures](index=9&type=section&id=Non-GAAP%20Financial%20Measures) [Introduction to Non-GAAP Measures](index=9&type=section&id=Introduction%20to%20Non-GAAP%20Measures) Offerpad uses non-GAAP measures for operational insights and unit economics, acknowledging their limitations and non-comparability - Non-GAAP measures are used to assess operating performance and unit-level economics but have limitations and should not be considered in isolation from GAAP measures[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - Offerpad does not provide a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) due to the inherent uncertainty of certain reconciling items[23](index=23&type=chunk) [Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest](index=9&type=section&id=Adjusted%20Gross%20Profit,%20Contribution%20Profit,%20and%20Contribution%20Profit%20After%20Interest) These non-GAAP metrics evaluate unit-level economics and operating performance for homes sold, enabling period-over-period comparisons - Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are key for evaluating unit-level economics and operating performance, focusing on homes sold in a given period[24](index=24&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) - Adjusted Gross Profit adjusts GAAP gross profit for real estate inventory valuation and interest expense associated with homes sold[27](index=27&type=chunk) - Contribution Profit further adjusts Adjusted Gross Profit by subtracting direct selling costs and holding costs on sales, and adding other income[29](index=29&type=chunk) - Contribution Profit After Interest includes all interest expenses attributable to homes sold, providing a fully burdened view of financing costs[31](index=31&type=chunk) | (in thousands, except percentages and homes sold, unaudited) | June 30, 2025 | Mar 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Gross profit (GAAP) | $14,189 | $10,507 | $21,871 | | Adjusted gross profit | $14,925 | $11,461 | $23,295 | | Adjusted gross margin | 9.3% | 7.1% | 9.3% | | Contribution profit | $10,071 | $6,144 | $16,384 | | Contribution margin | 6.3% | 3.8% | 6.5% | | Contribution profit after interest | $5,623 | $222 | $10,728 | | Contribution margin after interest | 3.5% | 0.1% | 4.3% | | Contribution profit after interest per home sold | $12,400 | $500 | $14,500 | [Adjusted Net Income (Loss) and Adjusted EBITDA](index=12&type=section&id=Adjusted%20Net%20Income%20(Loss)%20and%20Adjusted%20EBITDA) Adjusted Net Income (Loss) and Adjusted EBITDA assess Offerpad's financial performance by adjusting GAAP net income for non-recurring items - Adjusted Net Income (Loss) and Adjusted EBITDA provide insight into period-over-period performance by adjusting for non-recurring or non-cash items[37](index=37&type=chunk)[40](index=40&type=chunk) - Adjusted Net Income (Loss) is GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities[38](index=38&type=chunk) - Adjusted EBITDA is Adjusted Net Income (Loss) further adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization, and stock-based compensation expense[39](index=39&type=chunk) | (in thousands, except percentages, unaudited) | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Net loss (GAAP) | $ (10,903) | $ (15,057) | $ (13,782) | | Adjusted net loss | $ (11,232) | $ (14,800) | $ (13,773) | | Adjusted net loss margin | (7.0%) | (9.2%) | (5.5%) | | Adjusted EBITDA | $ (4,787) | $ (7,831) | $ (4,429) | | Adjusted EBITDA margin | (3.0%) | (4.9%) | (1.8%) | [Outlook and Corporate Information](index=2&type=section&id=Outlook%20and%20Corporate%20Information) [Q3 2025 Outlook](index=2&type=section&id=Q3%202025%20Outlook) Offerpad anticipates Q3 2025 revenue of **$130 million to $150 million** and **360-410 homes sold**, expecting **sequential Adjusted EBITDA improvement** - Offerpad expects **continued sequential improvement in Adjusted EBITDA** as it scales asset-light services and maintains cost discipline[6](index=6&type=chunk) | Metric | Q3 2025 Outlook | | :--- | :--- | | Homes Sold | 400 to 440 | | Revenue | $140 million to $160 million | | Adjusted EBITDA | Sequential Improvement | [Conference Call and Company Information](index=4&type=section&id=Conference%20Call%20and%20Company%20Information) Offerpad will host a conference call on August 5, 2025, to discuss Q2 2025 results, detailing its real estate tech platform and solutions - A conference call and webcast will be held on August 5, 2025, at 4:30 p.m. ET, accessible via Offerpad's Investor Relations website[12](index=12&type=chunk) - Offerpad is a leading real estate tech company simplifying home selling and buying with an advanced platform offering consumer cash offers, B2B renovation solutions, and industry partnership programs[13](index=13&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements on Offerpad's future performance, subject to risks and uncertainties that may cause actual results to differ - Forward-looking statements relate to future events or Offerpad's future financial or operating performance, including financial outlook and growth expectations[14](index=14&type=chunk) - Key risk factors include general economic conditions, health of the U.S. residential real estate industry, ability to grow market share, manage inventory and renovations, launch new products, maintain profitability, and comply with NYSE listing rules[14](index=14&type=chunk)[15](index=15&type=chunk) - Readers are cautioned not to place undue reliance on these statements, which speak only as of their date, and Offerpad undertakes no obligation to update them[15](index=15&type=chunk)

Financial Data and Key Metrics Changes - The amendment to the company's 2021 incentive award plan has been approved, which includes an increase in the number of shares of the company's Class A common stock available for issuance [6][8]. Business Line Data and Key Metrics Changes - No specific data or metrics related to individual business lines were discussed during the meeting [10]. Market Data and Key Metrics Changes - No specific market data or metrics were provided in the meeting [10]. Company Strategy and Development Direction and Industry Competition - The company is focused on enhancing its incentive award plan to attract and retain talent, which is crucial for its competitive positioning in the market [6][8]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [10]. Other Important Information - The special meeting was conducted virtually, and stockholders were able to vote on proposals related to the incentive award plan and potential adjournment of the meeting [4][5][8]. Q&A Session Summary Question: Were there any questions submitted during the meeting? - No questions were received from stockholders during the meeting [10].