Offerpad Solutions Inc. Debt Disclosure
Note 6. Credit Facilities and Other Debt
The carrying value of the Company’s credit facilities and other debt consists of the following as of December 31:
($ in thousands) |
2025 |
|
|
2024 |
|
||
Senior secured credit facilities with financial institutions |
$ |
57,957 |
|
|
$ |
166,914 |
|
Senior secured credit facilities with a related party |
|
628 |
|
|
|
18,329 |
|
Senior secured debt - other |
|
17,689 |
|
|
|
21,433 |
|
Mezzanine secured credit facilities with financial institutions |
|
— |
|
|
|
7,707 |
|
Mezzanine secured credit facilities with a related party |
|
2,006 |
|
|
|
23,532 |
|
Revolving credit facility |
|
15,000 |
|
|
|
— |
|
Debt financing costs |
|
(554 |
) |
|
|
(676 |
) |
Total credit facilities and other debt, net |
$ |
92,726 |
|
|
$ |
237,239 |
|
The following details the classification of the Company’s credit facilities and other debt as of December 31:
($ in thousands) |
2025 |
|
|
2024 |
|
||
Total credit facilities and other debt with financial institutions, net, current |
$ |
75,494 |
|
|
$ |
195,378 |
|
Total credit facilities with a related party, net, current |
|
2,582 |
|
|
|
41,861 |
|
Total credit facilities and other debt, net, current |
|
78,076 |
|
|
|
237,239 |
|
Revolving credit facility, net, non-current |
|
14,650 |
|
|
|
— |
|
Total credit facilities and other debt, net |
$ |
92,726 |
|
|
$ |
237,239 |
|
The Company utilizes financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s senior and mezzanine secured credit facilities and other debt are classified as current liabilities on the accompanying consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within twelve months.
Under the Company’s senior and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. The borrowing capacity is generally expected to be available until the end of the applicable revolving period as reflected in the tables below, and the borrowing capacity availability period may be extended after the end of the revolving period, subject to the applicable lender’s discretion. Outstanding amounts drawn under the Company’s secured credit facilities are required to be repaid on the respective facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.
The Company’s senior and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.
Senior Secured Credit Facilities
The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates):
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
End of |
|
Final |
|||||||||||
As of December 31, 2025 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Senior financial institution 1 |
$ |
25,000 |
|
|
$ |
175,000 |
|
|
$ |
200,000 |
|
|
$ |
19,173 |
|
|
|
7.07 |
% |
|
|
||
Senior financial institution 2 |
|
— |
|
|
|
200,000 |
|
|
|
200,000 |
|
|
|
— |
|
|
|
— |
|
|
|
||
Senior financial institution 3 |
|
— |
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
— |
|
|
|
7.58 |
% |
|
|
||
Related party facility 1 |
|
25,539 |
|
|
|
24,461 |
|
|
|
50,000 |
|
|
|
— |
|
|
|
9.32 |
% |
|
|
||
Related party facility 2 |
|
7,500 |
|
|
|
7,500 |
|
|
|
15,000 |
|
|
|
628 |
|
|
|
13.00 |
% |
|
|
||
Senior financial institution 4 |
|
— |
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
3,537 |
|
|
|
10.13 |
% |
|
|
||
Senior financial institution 5 |
|
— |
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
35,247 |
|
|
|
8.82 |
% |
|
|
||
Senior secured credit facilities |
$ |
58,039 |
|
|
$ |
681,961 |
|
|
$ |
740,000 |
|
|
$ |
58,585 |
|
|
|
|
|
|
|
|
|
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
|
|
|
|||||||||||
As of December 31, 2024 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|||||
Senior financial institution 1 |
$ |
150,000 |
|
|
$ |
250,000 |
|
|
$ |
400,000 |
|
|
$ |
110,109 |
|
|
|
7.93 |
% |
|
|
|
|
Senior financial institution 2 |
|
— |
|
|
|
200,000 |
|
|
|
200,000 |
|
|
|
— |
|
|
|
8.01 |
% |
|
|
|
|
Senior financial institution 3 |
|
100,000 |
|
|
|
50,000 |
|
|
|
150,000 |
|
|
|
30,941 |
|
|
|
8.38 |
% |
|
|
|
|
Related party |
|
30,000 |
|
|
|
20,000 |
|
|
|
50,000 |
|
|
|
18,329 |
|
|
|
10.09 |
% |
|
|
|
|
Senior financial institution 4 |
|
— |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
25,864 |
|
|
|
9.76 |
% |
|
|
|
|
Senior secured credit facilities |
$ |
280,000 |
|
|
$ |
550,000 |
|
|
$ |
830,000 |
|
|
$ |
185,243 |
|
|
|
|
|
|
|
|
|
As of December 31, 2025, the Company had multiple senior secured credit facilities, including two with a related party. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.
Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed.
Mezzanine Secured Credit Facilities
The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates):
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
End of |
|
Final |
|||||||||||
As of December 31, 2025 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
Period |
|
Date |
|||||
Related party facility 1 |
$ |
— |
|
|
$ |
35,000 |
|
|
$ |
35,000 |
|
|
$ |
2,006 |
|
|
|
13.00 |
% |
|
|
||
Mezzanine financial institution 1 |
|
— |
|
|
|
45,000 |
|
|
|
45,000 |
|
|
|
— |
|
|
|
— |
|
|
|
||
Mezzanine financial institution 2 |
|
— |
|
|
|
40,000 |
|
|
|
40,000 |
|
|
|
— |
|
|
|
11.58 |
% |
|
|
||
Related party facility 2 |
|
6,811 |
|
|
|
15,189 |
|
|
|
22,000 |
|
|
|
— |
|
|
|
13.00 |
% |
|
|
||
Mezzanine secured credit facilities |
$ |
6,811 |
|
|
$ |
135,189 |
|
|
$ |
142,000 |
|
|
$ |
2,006 |
|
|
|
|
|
|
|
|
|
|
Borrowing Capacity |
|
|
Outstanding |
|
|
Weighted- |
|
|
|
|
|
|||||||||||
As of December 31, 2024 |
Committed |
|
|
Uncommitted |
|
|
Total |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|||||
Related party facility 1 |
$ |
45,000 |
|
|
$ |
25,000 |
|
|
$ |
70,000 |
|
|
$ |
18,372 |
|
|
|
13.67 |
% |
|
|
|
|
Mezzanine financial institution 1 |
|
— |
|
|
|
45,000 |
|
|
|
45,000 |
|
|
|
— |
|
|
|
13.86 |
% |
|
|
|
|
Mezzanine financial institution 2 |
|
26,667 |
|
|
|
13,333 |
|
|
|
40,000 |
|
|
|
7,707 |
|
|
|
12.39 |
% |
|
|
|
|
Related party facility 2 |
|
8,000 |
|
|
|
14,000 |
|
|
|
22,000 |
|
|
|
5,160 |
|
|
|
13.59 |
% |
|
|
|
|
Mezzanine secured credit facilities |
$ |
79,667 |
|
|
$ |
97,333 |
|
|
$ |
177,000 |
|
|
$ |
31,239 |
|
|
|
|
|
|
|
|
|
As of December 31, 2025, the Company had multiple mezzanine secured credit facilities, including two with a related party. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements.
Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse against the Company with limited exceptions.
The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities.
Maturities
Certain of the Company’s secured credit facilities mature within the next twelve months following the date these consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes its existing cash on hand, proceeds from the resale of homes, fees and commissions earned from its other real estate service solutions, and cash from future borrowings available under each of the Company’s existing credit facilities, or the entry into additional new debt financing arrangements or further issuance of equity securities, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least twelve months following the date these consolidated financial statements are issued.
Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities
The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth).
As of December 31, 2025, the Company was in compliance with all covenants and no event of default had occurred. At various points during the year ended December 31, 2025, the Company obtained temporary waivers of certain covenants under certain of its related party credit facilities, which resulted in the associated revolving/withdrawal periods for such facilities expiring.
Senior Secured Debt - Other
The Company has a borrowing arrangement with a financial institution to support purchases of real estate inventory. Borrowings under this arrangement accrue interest at a rate based on a SOFR reference rate, plus a margin. As of December 31, 2025 and 2024, the weighted-average interest rate under the Company’s other senior secured debt was 8.92% and 9.24%, respectively.
Revolving Credit Facility
In July 2025, the Company entered into a three-year, $15.0 million revolving credit facility with a lender to support its continued growth and long-term strategic initiatives. Borrowings under the revolving credit facility accrue interest at 8.50% per
annum and are secured by certain of the Company’s assets. As of December 31, 2025, the Company had $14.7 million in outstanding borrowings under the revolving credit facility, net of debt financing costs.
The revolving credit facility includes customary financial and other covenants, such as maintaining a minimum level of liquidity, and events of default. As of December 31, 2025, the Company was in compliance with all covenants and no event of default had occurred.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.