{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-166075","form_type":"8-K","ticker":"OPAD","cik":"0001825024","company_name":"Offerpad Solutions Inc.","filed_at":"2023-06-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.912107+00:00","generated_at":"2026-06-14T02:16:38.670680+00:00","sec_items":["3.03","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Offerpad effects 1-for-15 reverse stock split, eliminates Class B & C shares after stockholder vote","bullets":["Reverse stock split of Class A and Class B common stock at 1-for-15 ratio effective June 13, 2023; new CUSIP 67623L307.","CEO Brian Bair converted all his Class B common stock to Class A immediately after the 2023 annual meeting.","Charter amendments approved: eliminate Class B and Class C authorization, revise Sunset Date to 17.5% ownership threshold, change board vacancy filling rule.","Stockholders elected Katie Curnutte and Alexander Klabin as Class II directors; ratified Deloitte as auditor; approved advisory say-on-pay.","Amended bylaws align with Rule 14a-19, clarify proxy card colors, and update stockholder meeting procedures."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-166075","json":"https://secwatch.observer/filing/0001193125-23-166075.json","markdown":"https://secwatch.observer/filing/0001193125-23-166075.md","text":"https://secwatch.observer/filing/0001193125-23-166075.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/d509592d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T02:16:38.670680+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b00bcbf8833e88a9b0293d7a86efdb8ba11c962f","claim":"Offerpad Solutions Inc.: Amended and restated bylaws to align with charter amendments, reflect Rule 14a-19, and update procedural provisions regarding proxy solicitation, meeting adjournment, stockholder proposals, and nominations (effective 2023-06-13).","evidence_excerpt":"On June 8, 2023, the Board also approved an amendment and restatement, of the Company’s bylaws (the “Amended and Restated Bylaws”) to: • make certain non-substantive, technical and conforming changes to align with the Amendments; • revise and adopt certain provisions to reflect Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; • require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; • revise provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the General Corporation Law of the State of Delaware; • clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; and • delete certain ob","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.99,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-06-13"}],"fact_type":"governance_change"},{"claim_id":"ca649b6200808e8a155920cf95105272fa9454cf","claim":"Offerpad Solutions Inc.: Filed a certificate of amendment to effect a 1-for-15 reverse stock split of common stock, effective June 13, 2023 (effective 2023-06-13).","evidence_excerpt":"On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD” and new CUSIP number 67623L 307.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.99,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-13"}],"fact_type":"governance_change"},{"claim_id":"005ca3207494528924df2ddc50d84bf67f9d0f09","claim":"Offerpad Solutions Inc. shareholders approved Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of its Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-60 at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 4 — Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of its Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments (the \"Reverse Stock Split Amendment\"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 451,919,059 3,736,394 181,884 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"03cdc66877793710f112946290e4b49a24c325ac","claim":"Offerpad Solutions Inc. shareholders approved Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Katie Curnutte 416,025,402 690,639 39,121,296 Alexander M. Klabin 414,580,475 2,135,566 39,121,296","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"133d3688ec2388a75986045edc20d976bdd18b29","claim":"Offerpad Solutions Inc. shareholders approved Approval of amendment to provide that, prior to the Sunset Date, vacancies on the Board may be filled by a majority of the directors then in office or by a sole remaining director at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 5(c): Provide that, prior to the Sunset Date, vacancies on the Board may be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, in addition to the stockholders. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 415,347,265 353,467 1,024,580 39,121,296","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"416f15eac18b31e12bf1a3a214436fb3e8b6a1b1","claim":"Offerpad Solutions Inc. shareholders approved Approval of amendment to eliminate the authorization of and references to Class B Common Stock and Class C common stock and make related technical changes at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 5(a): Eliminate the authorization of and references to Class B Common Stock and Class C common stock and make related technical, non-substantive and conforming changes. Class Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes A 257,528,562 270,506 1,024,580 39,121,296 B 148,162,360 0 0 0 Total 415,420,955 270,506 1,024,580 39,121,296","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"7a967d8d0aa0e0b37cfab222a2e85dfb7addf378","claim":"Offerpad Solutions Inc. shareholders approved Approval of amendment to revise the definition of the Sunset Date in the Certificate of Incorporation at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 5(b): Revise the definition of the \"Sunset Date\" in the Certificate of Incorporation to mean the first date on which LL Capital Partners I, L.P. and Roberto Sella (and their respective affiliates) cease to own, in the aggregate, 17.5% of the outstanding shares of our Class A Common Stock. Class Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes A 257,528,562 2,910,375 1,015,984 39,121,296 B 148,162,360 0 0 0 Total 412,789,682 2,910,375 1,015,984 39,121,296","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"bc377798749ec162166cb3351982e8ed0bd74fe2","claim":"Offerpad Solutions Inc. shareholders approved Advisory (non-binding) approval of the compensation of the Company's named executive officers at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 415,206,241 1,388,120 121,680 39,121,296","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"ce13df1358705c3faa3a3fc7b5037cb58168ddfd","claim":"Offerpad Solutions Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP (\"Deloitte\") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 455,463,870 269,720 103,747 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825024/000119312523166075/0001193125-23-166075-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}