v3.26.1
Related-Party Transactions
3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related-Party Transactions

Note 14. Related-Party Transactions

LL Credit Facilities

As of March 31, 2026, the Company has one senior secured credit facility and one mezzanine secured credit facility with affiliates of LL Capital Partners I, L.P. (“LL Capital”), a related party. Roberto Sella, who is a member of the Board and holds more than 5% of the Company’s Class A common stock, is the managing partner of LL Funds, LLC.

The following summarizes certain details related to these facilities, which are further described in Note 6. Credit Facilities and Other Debt:

 

 

As of March 31, 2026

 

 

As of December 31, 2025

 

($ in thousands)

 

Borrowing
Capacity

 

 

Outstanding
Amount

 

 

Borrowing
Capacity

 

 

Outstanding
Amount

 

Senior secured credit facilities with a related party

 

$

15,000

 

 

$

384

 

 

$

65,000

 

 

$

628

 

Mezzanine secured credit facilities with a related party

 

$

35,000

 

 

$

2,204

 

 

$

57,000

 

 

$

2,006

 

Since March 2020, the Company has 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. Under the LL Mezz Loan Agreement, the Company may borrow funds during the revolving/withdrawal period up to a maximum principal amount of $35.0 million.

Since October 2025, the Company has also been party to a senior loan and security agreement (the “2025 LL Senior Loan Agreement”) with LL Private Lending Fund II, L.P. Under the 2025 LL Senior Loan Agreement, the Company may borrow funds during the revolving/withdrawal period up to a maximum principal amount of $15.0 million.

From October 2016 through February 2026, the Company was 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. The LL Funds Loan Agreement was comprised of a senior secured credit facility and a mezzanine secured credit facility. During February 2026, the LL Funds Loan Agreement expired and was not renewed.

The Company paid interest for borrowings under the LL credit facilities of $0.1 million and $1.2 million during the three months ended March 31, 2026 and 2025, respectively.

Use of First American Financial Corporation’s Services

First American Financial Corporation (“First American”), which holds more than 5% of the Company’s 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. The Company uses First American’s services in the ordinary course of its home-buying and home-selling activities. The Company paid First American $0.1 million and $0.9 million during the three months ended March 31, 2026 and 2025, respectively, for its services, inclusive of the fees for property data services.

Compensation of Immediate Family Members of Brian Bair

Offerpad employs Brian Bair’s brother and sister-in-law, Mr. Vaughn Bair and Ms. Katie Bullard, respectively. The following details the total compensation paid to Mr. Vaughn Bair and Ms. Katie Bullard during each of the respective periods:

 

 

Three Months Ended March 31,

 

($ in thousands)

 

2026

 

 

2025

 

Mr. Vaughn Bair

 

$

114

 

 

$

209

 

Ms. Katie Bullard

 

 

78

 

 

 

50

 

Total compensation paid

 

$

192

 

 

$

259

 

Compensation for Mr. Vaughn Bair and Ms. Katie Bullard includes both base salary and annual performance-based cash incentives during the three months ended March 31, 2025. Compensation for Ms. Katie Bullard includes both base salary and annual performance-based cash incentives during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company did not grant any equity awards to Mr. Vaughn Bair and Ms. Katie Bullard. During the three months ended March 31, 2025, the Company granted 20,433 RSUs to Mr. Vaughn Bair and no equity awards were granted to Ms. Katie Bullard.