v3.25.2
Related-Party Transactions
6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
Related-Party Transactions

Note 14. Related-Party Transactions

LL Credit Facilities

As of June 30, 2025, we have one senior secured credit facility and two mezzanine secured credit facilities with affiliates of LL Capital Partners I, L.P., a related party. The following summarizes certain details related to these facilities:

 

 

As of June 30, 2025

 

 

As of December 31, 2024

 

($ in thousands)

 

Borrowing
Capacity

 

 

Outstanding
Amount

 

 

Borrowing
Capacity

 

 

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

 

Since October 2016, we have been party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital Partners I, L.P., which holds more than 5% of our Class A common stock. Additionally, Roberto Sella, who is a member of our Board and holds more than 5% of our Class A common stock, is the managing partner of LL Funds. The LL Funds Loan Agreement is comprised of a senior secured credit facility and a mezzanine secured credit facility, under which we may borrow funds up to a maximum principal amount of $50.0 million and $22.0 million, respectively. The LL Funds Loan Agreement also provides us with the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. Refer to Note 6. Credit Facilities and Other Debt, for further details about the facilities under the LL Funds Loan Agreement.

Since March 2020, we have also been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital Partners I, L.P. Under the LL Mezz Loan Agreement, we may borrow funds up to a maximum principal amount of $35.0 million. Refer to Note 6. Credit Facilities and Other Debt, for further details about the mezzanine facility under the LL Mezz Loan Agreement.

In July 2025, we obtained a temporary waiver of minimum liquidity and tangible net worth covenants under the related party facilities described above. In connection with this waiver, the associated revolving/withdrawal periods for each facility, as applicable, have expired.

We paid interest for borrowings under the LL credit facilities of $1.6 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively, and $2.8 million and $1.8 million during the six months ended June 30, 2025 and 2024, respectively.

Use of First American Financial Corporation’s Services

First American Financial Corporation (“First American”), which holds more than 5% of our Class A common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. Additionally, Kenneth DeGiorgio, who is a member of the Company’s Board, was the chief executive officer of First American through early April 2025. We use First American’s services in the ordinary course of our home-buying and home-selling activities. We paid First American $0.9 million and $1.5 million during the three months ended June 30, 2025 and 2024, respectively, and $1.8 million and $3.2 million during the six months ended June 30, 2025 and 2024, respectively, for its services, inclusive of the fees for property data services.

Compensation of Immediate Family Members of Brian Bair

Offerpad has historically employed Brian Bair’s brothers, Mr. Vaughn Bair and Mr. Casey Bair, and Mr. Brian Bair’s sister-in-law, Ms. Katie Bullard. The following details the total compensation paid to the immediate family members of Brian Bair during each of the respective periods:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

($ in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Mr. Vaughn Bair (1)

 

$

112

 

 

$

99

 

$

321

 

 

$

262

 

Mr. Casey Bair (2)

 

 

92

 

 

 

92

 

 

200

 

 

 

245

 

Ms. Katie Bullard (1)

 

 

37

 

 

 

31

 

 

 

87

 

 

 

67

 

 

 

$

241

 

 

$

222

 

 

$

608

 

 

$

574

 

(1) Compensation for Mr. Vaughn Bair and Ms. Katie Bullard includes both base salary and annual performance-based cash incentives during the respective year-to-date periods.

(2) Compensation for Mr. Casey Bair during the three and six months ended June 30, 2025, includes severance payments in connection with his separation from service with the Company in August 2024. Compensation during the three and six months ended June 30, 2024, includes base salary and during the six months ended June 30, 2024 includes annual performance-based cash incentives.

The following details the restricted stock units granted to Mr. Vaughn Bair, Mr. Casey Bair, and Ms. Katie Bullard, during the respective periods:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Mr. Vaughn Bair (1)

 

 

 

 

 

42,500

 

 

 

20,433

 

 

 

42,500

 

Mr. Casey Bair (2)

 

 

 

 

 

40,000

 

 

 

 

 

 

40,000

 

Ms. Katie Bullard

 

 

20,000

 

 

 

6,000

 

 

 

20,000

 

 

 

6,000

 

 

 

 

20,000

 

 

 

88,500

 

 

 

40,433

 

 

 

88,500

 

(1) During June 2025, the Compensation Committee of the Board approved a restricted stock unit grant of 410,000 RSUs to Mr. Vaughn Bair, contingent upon stockholder approval of the Amendment to the 2021 Plan. The Amendment was approved by our stockholders on July 30, 2025 at a special meeting of stockholders, upon which, this RSU award was granted.

(2) This RSU award was forfeited by Mr. Casey Bair in connection with his separation from service in August 2024.

During the six months ended June 30, 2024, the Company amended certain terms and conditions associated with the
LTI Awards granted to Mr. Bair’s brothers and Mr. Bair’s sister-in-law in 2023, including the performance period, price per
share goals and sharing rates. In connection with Mr. Casey Bair’s separation from service, all unvested equity awards,
including the LTI Award, were forfeited.