|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
OFFERPAD SOLUTIONS INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67623L109 (CUSIP Number) |
Lisa W. Cornehl 1 First American Way, Santa Ana, CA, 92707 (714) 250-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/27/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
First American Financial Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,119,314.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.47 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
OFFERPAD SOLUTIONS INC. |
| (c) | Address of Issuer's Principal Executive Offices:
433 S. Farmer Avenue, Suite 500, Tempe,
ARIZONA
, 85281. |
| Item 2. | Identity and Background |
| (a) | First American Financial Corporation |
| (b) | 1 First American Way, Santa Ana, CA 92707 |
| (c) | First American Financial Corporation ("Reporting Person"), through its subsidiaries, is engaged in the business of providing title insurance, settlement services and other financial services and risk solutions. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding. |
| (e) | Other than the matters previously disclosed on the Schedule 13D/A filed by the Reporting Person on March 30, 2023, during the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activies subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
WC | |
| Item 4. | Purpose of Transaction |
The information responsive to this item is hereby amended to add the following: Kenneth D. DeGiorgio is no longer the chief executive officer of the Reporting Person, but remains a director of Offerpad Solutions Inc. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 18.47% (based on 27,710,358 shares of Class A Common Stock outstanding as of June 20, 2025, as reported in the Issuer's proxy statement filed on June 27, 2025) |
| (b) | 5,119,314 |
| (c) | Not applicable. |
| (d) | First American Financial Corporation |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information responsive to this item is hereby amended to delete the reference to the "lock-up of shares," as the lock-up has lapsed. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|