v3.25.2
Insider Trading Arrangements
shares in Thousands
3 Months Ended
Jun. 30, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Item 5. Other Information.

(a) The Company’s board of directors (the “Board”) previously adopted, subject to stockholder approval, an Amendment (the “Amendment”) to the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “Plan”), which was approved by the Company’s stockholders on July 30, 2025 at the Company’s special meeting of stockholders (the “2025 Special Meeting”). The Amendment, among other things, increases the aggregate number of shares of Class A common stock, that may be issued pursuant to awards under the Plan by 2,721,500 shares.

A more complete description of the terms of the Amendment can be found in “Proposal 1: Approval of an Amendment to the Company’s 2021 Incentive Award Plan to, Among Other Things, Increase the Number of Shares of the Company’s Class A Common Stock Available for Issuance Thereunder” in the Company’s definitive proxy statement filed with the SEC on June 27, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Amendment to the Plan and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the text of such Amendment, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.5, and incorporated herein by reference.

At the Company’s 2025 Special Meeting, held on July 30, 2025, holders of Class A common stock were entitled to one vote per share held as of the close of business on June 20, 2025 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the 2025 Special Meeting, each of which were described in the Proxy Statement.

Proposal 1 - Approval of an Amendment to the Company’s 2021 Incentive Award Plan to, Among Other Things, Increase the number of Shares of the Company’s Class A Common Stock Available for Issuance Thereunder (“Proposal 1”).

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

13,453,287

 

1,407,169

 

117

 

0

Proposal 2 - Approval of an Adjournment of the Special Meeting, if Necessary, to Solicit Additional Proxies if There are not Sufficient Votes in Favor of Proposal 1 (“Proposal 2”).

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

13,436,403

 

1,423,907

 

263

 

0

Based on the foregoing votes, the Company’s stockholders approved each of Proposal 1 and Proposal 2.

(b) None.

(c) During the three months ended June 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Class A Common Stock  
Trading Arrangements, by Individual  
Aggregate Available 2,721,500