Offerpad Solutions Inc.

8-K · d162227d8k.htm

0001825024 2026-06-03 2026-06-03
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 OR 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 3, 2026
  
  

 Offerpad Solutions Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

  

 Delaware
  
 001-39641
  
 85-2800538

 (State or Other Jurisdiction
 of Incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 433 S. Farmer Avenue
 Suite 500

  

 Tempe , Arizona
  
 85281

 (Address of Principal Executive Offices)
  
 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: (844) 388-4539
 N/A
 (Former Name or Former Address, if Changed Since Last Report)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
Symbol(s)

  
 Name of each exchange
 on which registered

 Class A common stock, $0.0001 par value per share
  
 OPAD
  
 The New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 5.03.
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 As previously disclosed, following the 2026 annual meeting of stockholders (the “Annual Meeting”) of Offerpad Solutions Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). On June 8, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Fourth Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Common Stock began trading on a split-adjusted basis at market open on June 9, 2026 under the existing symbol “OPAD” and new CUSIP number 67623L 505.
 The Certificate of Amendment is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the changes contained in the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is incorporated herein by reference.
  

 Item 5.07.
 Submission of Matters to a Vote of Security Holders.

 On June 3, 2026, the Company held its Annual Meeting. Holders of Common Stock were entitled to one vote per share held as of the close of business on April 9, 2026 (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 22, 2026.
 Proposal 1 - Election of two Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.
  

 NOMINEE
   
 Votes FOR
  
   
 Votes
 WITHHELD

  
   
 Broker Non-Votes
  

 Donna Corley

   
  
 10,994,009
  
   
  
 5,516,211
  
   
  
 11,118,728
  

 Tela Mathias

   
  
 11,163,997
  
   
  
 5,346,223
  
   
  
 11,118,728
  

 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, 2026.
  

 Votes FOR
   
 Votes AGAINST
   
 Votes ABSTAINED
   
 Broker Non-Votes

 21,756,195
   
 741,462
   
 5,131,291
   
 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

 10,610,068
   
 638,376
   
 5,261,776
   
 11,118,728

 Proposal 4 - Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Company’s Board of Directors (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments (the “Reverse Stock Split Amendment”).
  

 Votes FOR
   
 Votes AGAINST
   
 Votes ABSTAINED
   
 Broker Non-Votes

 19,191,573
   
 3,299,278
   
 5,138,097
   
 0

 Based on the foregoing votes, (i) the two Class II 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, 2026 was ratified, (iii) the Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and (iv) the Reverse Stock Split Amendment was approved.
  

 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

 3.1
   
 Certificate of Amendment to the Fourth Restated Certificate of Incorporation, dated June 8, 2026

 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 9, 2026
  

  
 By:
  
 /s/ Peter Knag

  

  

  
 Peter Knag
 Chief Financial Officer