OFFERPAD SOLUTIONS INC., DEF 14A filed on 4/22/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Offerpad Solutions Inc.
Entity Central Index Key 0001825024
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE TABLE
The following table sets forth information concerning the
compensation
of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:
 
                                               
Value of Initial Fixed $100
Investment Based on:
                         
Year
      
Summary
Compensation
Table Total for
PEO
($)
        
Compensation
Actually Paid to
PEO
($)(1)(2)
        
Average
Summary
Compensation
Table Total for
Non-PEO NEOs

($)
        
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
($)(1)(2)
        
Total
Shareholder
Return
($)
        
Peer Group
Total
Shareholder
Return
($)(3)
        
Net Income
(Loss)
(thousands)
($)
        
Adjusted
Net Income
(thousands)
($)(4)
      
2025
     
 
2,010,000
 
     
 
1,737,164
 
     
 
1,022,784
 
     
 
773,112
 
     
 
0.92
 
     
 
111.14
 
     
 
(46,384
     
 
(42,378
   
2024
     
 
1,060,725
 
     
 
(757,931
     
 
1,001,231
 
     
 
606,952
 
     
 
2.16
 
     
 
103.85
 
     
 
(62,159
     
 
(53,437
   
2023
     
 
1,775,885
 
     
 
2,244,387
 
     
 
956,946
 
     
 
415,663
 
     
 
7.77
 
     
 
92.30
 
     
 
(117,218
     
 
(108,411
   
2022
     
 
7,830,078
 
     
 
990,131
 
     
 
1,356,913
 
     
 
(5,286,494
     
 
5.23
 
     
 
68.36
 
     
 
(148,613
     
 
(138,925
   
2021
     
 
783,689
 
     
 
15,051,082
 
     
 
652,061
 
     
 
5,856,732
 
     
 
72.72
 
     
 
98.95
 
     
 
6,460
 
     
 
10,233
 
   
 
(1)
Amounts represent compensation actually paid to our PEO and the average
compensation
actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals ind
icat
ed in the table below for each fiscal year:
 
Year
 
PEO
 
Non-PEO
NEOs
2025   Brian Bair   Peter Knag and Adam Martinez
2024   Brian Bair   Peter Knag, Benjamin Aronovitch and James Grout
2023   Brian Bair   Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout
2022   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
2021   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
 
(2)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely
service-vesting
RSU awards, the closing price per share on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for
market-based
awards, the fair value calculated by a Monte Carlo simulation model as of the applicable
year-end
date(s), which utilizes multiple input variables to estimate the probability of satisfying the market condition established for the award, including the expected volatility of our stock price based on the historical volatility of our stock price, a
risk-free
interest rate using the rate of return on U.S. treasury notes equal to the remaining contractual term of the award, and an expected dividend yield of 0% and (iii) for stock options, a Black Scholes value as of the applicable
year-end
or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using updated assumptions as of the revaluation date. We provide information regarding the assumptions used to calculate the valuation of the award in Notes 1 and 10 to the consolidated financial statements included in the Annual Report on Form
10-K
filed on February 24, 2026.
 
(3)
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022, 2023, 2024 and 2025, assuming a $100 investment on September 1, 2021.
 
(4)
Adjusted Net Income
is a
non-U.S.
generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted Net Income is calculated, please see the section titled “Annual Incentive Program” in the CD&A above.
       
Company Selected Measure Name Adjusted Net Income        
Named Executive Officers, Footnote
(1)
Amounts represent compensation actually paid to our PEO and the average
compensation
actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals ind
icat
ed in the table below for each fiscal year:
 
Year
 
PEO
 
Non-PEO
NEOs
2025   Brian Bair   Peter Knag and Adam Martinez
2024   Brian Bair   Peter Knag, Benjamin Aronovitch and James Grout
2023   Brian Bair   Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout
2022   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
2021   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
       
Peer Group Issuers, Footnote For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022, 2023, 2024 and 2025, assuming a $100 investment on September 1, 2021.        
PEO Total Compensation Amount $ 2,010,000 $ 1,060,725 $ 1,775,885 $ 7,830,078 $ 783,689
PEO Actually Paid Compensation Amount $ 1,737,164 (757,931) 2,244,387 990,131 15,051,082
Adjustment To PEO Compensation, Footnote
Compensation
actually
paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2025, as adjusted as follows:
 
       
2025
 
 Adjustments
      
PEO
($)
        
Average
Non-PEO

NEOs
($)
 
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
        (1,360,000         (539,325
Increase based on ASC Topic 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 FY
End
, determined as of 2025 FY End
        1,210,000           479,841  
Increase based on ASC Topic 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date
        –            –   
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2025 FY End, determined based on change in ASC Topic 718 Fair Value from Prior FY End to 2025 FY End
        (122,836         (173,996
Increase for Awards Granted during Prior FY that Vested During 2025, determined based on change in ASC Topic 718 Fair Value from Prior FY End to Vesting Date
        –            (16,192
Deduction of ASC Topic 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2025, determined as of Prior FY End
        –            –   
Increase based on Dividends or Other Earnings Paid during 2025 prior to Vesting Date
        –            –   
Increase based on Incremental Fair Value of Options/SARs Modified during 2025
        –            –   
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2025
        –            –   
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans
        –            –   
TOTAL ADJUSTMENTS
        (272,836         (249,672
       
Non-PEO NEO Average Total Compensation Amount $ 1,022,784 1,001,231 956,946 1,356,913 652,061
Non-PEO NEO Average Compensation Actually Paid Amount $ 773,112 606,952 415,663 (5,286,494) 5,856,732
Adjustment to Non-PEO NEO Compensation Footnote
Compensation
actually
paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2025, as adjusted as follows:
 
       
2025
 
 Adjustments
      
PEO
($)
        
Average
Non-PEO

NEOs
($)
 
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2025
        (1,360,000         (539,325
Increase based on ASC Topic 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2025 FY
End
, determined as of 2025 FY End
        1,210,000           479,841  
Increase based on ASC Topic 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date
        –            –   
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2025 FY End, determined based on change in ASC Topic 718 Fair Value from Prior FY End to 2025 FY End
        (122,836         (173,996
Increase for Awards Granted during Prior FY that Vested During 2025, determined based on change in ASC Topic 718 Fair Value from Prior FY End to Vesting Date
        –            (16,192
Deduction of ASC Topic 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2025, determined as of Prior FY End
        –            –   
Increase based on Dividends or Other Earnings Paid during 2025 prior to Vesting Date
        –            –   
Increase based on Incremental Fair Value of Options/SARs Modified during 2025
        –            –   
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2025
        –            –   
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans
        –            –   
TOTAL ADJUSTMENTS
        (272,836         (249,672
       
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group        
Tabular List, Table
Pay Versus
Performance
Tabular
List
We believe the following performance measures represent the most important financial performance measures used by us to
link
compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:
 
 
 
Adjusted Net Income; and
 
 
 
Stock price.
       
Total Shareholder Return Amount $ 0.92 2.16 7.77 5.23 72.72
Peer Group Total Shareholder Return Amount 111.14 103.85 92.3 68.36 98.95
Net Income (Loss) $ (46,384,000) $ (62,159,000) $ (117,218,000) $ (148,613,000) $ 6,460,000
Company Selected Measure Amount (42,378,000) (53,437,000) (108,411,000) (138,925,000) 10,233,000
PEO Name Brian Bair        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Net Income        
Non-GAAP Measure Description
Adjusted Net Income
is a
non-U.S.
generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted Net Income is calculated, please see the section titled “Annual Incentive Program” in the CD&A above.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Stock price        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (272,836)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,360,000)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,210,000        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (122,836)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (249,672)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (539,325)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 479,841        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (173,996)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (16,192)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Grant Practices
We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2025, we did not grant stock option awards to our NEOs, and, accordingly, no stock option awards were granted during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form
8-K
that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2025. For all stock option awards, the exercise price is no less than the closing price of our common stock on the date of the grant.
Award Timing Method In 2025, we did not grant stock option awards to our NEOs, and, accordingly, no stock option awards were granted during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form
8-K
that discloses material nonpublic information.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true