Business/Financial Results (Form 8-K)

The information included under the heading "Preliminary Results for the Quarter Ended June30, 2025" in Item 8.01 of this report is incorporated herein by reference.

Preliminary Results for the Quarter Ended June 30, 2025

On July 23, 2025, Offerpad Solutions Inc. (the "Company") announced certain preliminary results as of and for the quarter ended June 30, 2025. These preliminary estimates are not a comprehensive statement of the Company's financial results for the quarter ended June 30, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates as of and for the quarter ended June 30, 2025 are not necessarily indicative of the results to be achieved in any future period. While the Company currently expects that its actual results will be consistent with the results described below, it is possible that the Company's actual results may not be consistent with the results the Company currently estimates.

The preliminary results reflected below have been prepared by, and are the responsibility of, the Company's management. The Company's independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary results. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

For the quarter ended June 30, 2025, the Company estimates that its revenue was $160.3 million, that its net loss was $(10.9) million and that its Adjusted EBITDA was $(4.8) million. The Company sold 452 homes in the quarter ended June 30, 2025. The Company's cash and cash equivalents as of June 30, 2025 was $22.7 million.

The following table reconciles the Company's estimated net loss to its estimated Adjusted EBITDA for the quarter ended June 30, 2025:

Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Adjusted EBITDA may have limitations as an analytical tool when assessing the Company's operating performance and should not be considered in isolation or as a substitute for GAAP measures. The Company may calculate or present Adjusted EBITDA differently than other companies who report measures with similar titles and, as a result, the Adjusted EBITDA reported by the Company may not be comparable with those of companies in the Company's industry or in other industries. The Company calculates Adjusted EBITDA as GAAP net income (loss), adjusted for the change in fair value of warrant liabilities, interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense.

Non-BindingTerm Sheet for Debt Facility

On July 23, 2025, the Company also announced that it has entered into a non-bindingterm sheet with a partner for a proposed revolving debt facility to be provided by the partner, to support the Company's continued growth and long-term strategic initiatives.

The non-bindingterm sheet contemplates that borrowings under the proposed $15 million revolving debt facility would accrue interest at 8.50% per annum, and the facility would have a three-year term. The facility is also expected to include customary covenants of the type in the Company's existing debt agreements.

The transaction and its terms remain subject to final documentation, customary closing conditions, and other approvals. There can be no assurance that the proposed debt facility will be completed on the terms contemplated, or at all.