Note 10. Stock-Based Awards

Equity Incentive Plans

2016 Stock Plan

The Company currently has outstanding stock options under the OfferPad 2016 Stock Option and Grant Plan (the “2016 Plan”). Outstanding shares of the Company’s Class A common stock subject to awards granted under the 2016 Plan that expire

unexercised or are cancelled, terminated, or forfeited in any manner without issuance of shares thereunder, will not again become available for issuance under the 2016 Plan or other equity incentive plans. In connection with the adoption of the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”), no additional awards have been or will be granted under the 2016 Plan.

2021 Incentive Award Plan

The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year through January 1, 2031 in an amount that is equal to the lesser of (i) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the 2021 Plan immediately following such increase shall be equal to 5% of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as is determined by the Company’s Board. Pursuant to the annual increase, the overall share limit was automatically increased on January 1, 2025 by 741,127 shares of the Company’s Class A common stock.

On June 17, 2025, the Board adopted an amendment to the 2021 Plan which increased the aggregate number of shares reserved for issuance under the 2021 Plan by 2,721,500 shares (the “Amendment”). The Amendment became effective on June 17, 2025, and was approved by the Company’s stockholders on July 30, 2025 at a special meeting of stockholders.

The overall share limit was further increased by 2,042,056 shares of Class A common stock on January 1, 2026, pursuant to the annual increase under the terms of the 2021 Plan, following which, there were 7,382,591 shares reserved for issuance under the 2021 Plan.

The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents and other stock or cash-based awards. As of December 31, 2025, the Company has outstanding stock options, RSUs and other stock or cash-based awards under the 2021 Plan.

Employee Stock Purchase Plan

The number of shares of the Company’s Class A common stock available for issuance under the 2021 Employee Stock Purchase Plan (“ESPP”) increases annually on the first day of each calendar year through January 1, 2031 in an amount that is equal to the lesser of (a) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the ESPP immediately following such increase shall be equal to 1% of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (b) such smaller number of shares of Class A common stock as determined by the Company’s Board; provided that, no more than 3,333,333 shares of Class A common stock may be issued under the ESPP.

Pursuant to the annual increase under the terms of the ESPP, the overall share limit was increased by 135,798 shares of Class A common stock on January 1, 2026. Following this increase, there were 419,674 shares reserved for issuance under the ESPP and no shares have been issued since the inception of the ESPP.

Restricted Stock Units

During the years ended December 31, 2025, 2024, and 2023, the Company granted RSUs with service vesting conditions to employees and non-employee members of the Board. The vesting period for RSUs granted to employees is generally three years, subject to continued employment, and the vesting period for RSUs granted to non-employee members of the Company’s Board generally ranges from three months to three years, subject to continued service on the Board.

The following summarizes RSU award activity during the years ended December 31, 2025, 2024, and 2023:

 

Number of
RSUs
(in thousands)

 

 

Weighted Average
Grant Date
Fair Value

 

Outstanding as of December 31, 2022

 

131

 

 

$

70.92

 

Granted

 

321

 

 

 

11.65

 

Vested and settled

 

(33

)

 

 

76.71

 

Forfeited

 

(169

)

 

 

18.16

 

Outstanding as of December 31, 2023

 

250

 

 

 

29.77

 

Granted

 

948

 

 

 

5.13

 

Vested and settled

 

(149

)

 

 

23.96

 

Forfeited

 

(151

)

 

 

9.67

 

Outstanding as of December 31, 2024

 

898

 

 

 

8.11

 

Granted

 

4,563

 

 

 

1.36

 

Vested and settled

 

(460

)

 

 

6.85

 

Forfeited

 

(244

)

 

 

4.09

 

Outstanding as of December 31, 2025

 

4,757

 

 

 

1.96

 

As of December 31, 2025, 0.3 million RSUs have vested, but have not yet been settled in shares of the Company’s Class A common stock, pursuant to elections made by certain non-employee members of the Company’s Board to defer settlement thereof under the Offerpad Solutions Inc. Deferred Compensation Plan for Directors.

As of December 31, 2025, the Company had $5.7 million of unrecognized stock-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 2.23 years. The fair value of RSUs that vested and settled during the years ended December 31, 2025, 2024, and 2023 was $2.4 million, $3.0 million, and $2.7 million, respectively.

Other Cash or Stock-Based Awards

The Company did not grant any other cash or stock-based awards during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company granted long-term incentive awards, which include both a service vesting condition and a performance vesting condition that is associated with the share price of the Company’s Class A common stock (“LTI Award”). The Company also amended certain terms and conditions associated with the LTI Awards granted in 2023. The LTI Awards will become earned during a three-year performance period based on the appreciation in the price of the Company’s Class A common stock over pre-determined price per share goals set forth in the LTI Award agreements. The portion of the LTI Award that will become earned will be determined based on the average share price over the 60 consecutive calendar-day period ending on (and including) the end of the performance period, the total number of shares of the Company’s Class A common stock outstanding as of the last day of the performance period and the participant sharing rates as set forth in the LTI Award agreements. To the extent that an LTI Award is earned during the performance period, half of the earned LTI Award will vest at the end of the three-year performance period, and the remaining half of the earned LTI Award will vest one year after the end of the performance period, in each case, subject to the employee’s continued service through the applicable vesting date. If the LTI Award does not become earned as of the last day of the performance period, each LTI Award automatically will be forfeited and terminated without consideration.

The Company determined the fair value of the LTI awards using a Monte Carlo simulation model that determines the probability of satisfying the market condition stipulated in the award. The assumptions used in the Monte Carlo simulation model to determine the fair value of the LTI Awards granted or modified during the years ended December 31, 2024 and 2023, are as follows:

 

 

 

2024

 

2023

Risk-free interest rate

 

4.36%

 

4.12%

Expected stock price volatility

 

95.0%

 

95.0%

Expected dividend yield

 

0.0%

 

0.0%

Fair value on grant date

 

$5.08

 

$7.81

The LTI Awards, to the extent vested, can be settled in cash or shares of Company Class A common stock (as determined by the Compensation Committee of the Board in its discretion). As of December 31, 2025, the Company has the intent and ability to settle the LTI Awards in shares of the Company’s Class A common stock.

As of December 31, 2025, the Company had $1.4 million of unrecognized stock-based compensation expense related to unvested LTI Awards. This expense is expected to be recognized over a weighted average period of 1.95 years.

Stock Options

The Company did not grant any stock options during the years ended December 31, 2025, 2024 and 2023. Stock option awards granted to employees in prior years have a service vesting condition that is generally four years. The following summarizes stock option activity during the years ended December 31, 2025, 2024, and 2023:

 

 

Number of
Shares
 
(in thousands)

 

 

Weighted-
Average
Exercise Price
Per Share

 

 

Weighted-Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding as of December 31, 2022

 

 

1,182

 

 

$

12.47

 

 

 

5.82

 

 

$

953

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(14

)

 

 

3.72

 

 

 

 

 

 

 

Forfeited, canceled or expired

 

 

(90

)

 

 

19.06

 

 

 

 

 

 

 

Outstanding as of December 31, 2023

 

 

1,078

 

 

 

12.04

 

 

 

4.26

 

 

 

1,686

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(11

)

 

 

2.95

 

 

 

 

 

 

 

Forfeited, canceled or expired

 

 

(223

)

 

 

15.31

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

844

 

 

 

11.30

 

 

 

3.16

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(57

)

 

 

2.95

 

 

 

 

 

 

 

Forfeited, canceled or expired

 

 

(146

)

 

 

14.59

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

641

 

 

 

11.30

 

 

 

1.61

 

 

 

 

Exercisable as of December 31, 2025

 

 

638

 

 

 

11.23

 

 

 

1.59

 

 

 

 

Vested and expected to vest as of December 31, 2025

 

 

641

 

 

 

11.30

 

 

 

1.61

 

 

 

 

The total intrinsic value of stock options exercised was $0.1 million or less during each of the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, the Company had less than $0.1 million of unrecognized stock-based compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted average period of 0.24 years. The fair value of stock options that vested during the years ended December 31, 2025, 2024, and 2023 was $0.7 million, $0.7 million, and $1.8 million, respectively.

Performance-Based Restricted Stock Units

The Company did not grant performance-based restricted stock units (“PSUs”) during the years ended December 31, 2025, 2024 and 2023.

During the year ended December 31, 2022, the Company granted PSUs which included both a service vesting condition and a performance vesting condition that was associated with the share price of the Company’s Class A common stock. The

performance period ended during the first quarter of 2025, with none of the pre-determined price per share goals being achieved. Accordingly, the PSUs were automatically forfeited and terminated without consideration.

 

The following summarizes PSU award activity during the years ended December 31, 2025, 2024, and 2023:

 

Number of
PSUs
(in thousands)

 

 

Weighted Average
Grant Date
Fair Value

 

Outstanding as of December 31, 2022

 

129

 

 

$

70.81

 

Granted

 

 

 

 

 

Vested

 

 

 

 

 

Forfeited

 

(10

)

 

 

70.81

 

Outstanding as of December 31, 2023

 

119

 

 

 

70.81

 

Granted

 

 

 

 

 

Vested

 

 

 

 

 

Forfeited

 

(9

)

 

 

70.81

 

Outstanding as of December 31, 2024

 

110

 

 

 

70.81

 

Granted

 

 

 

 

 

Vested

 

 

 

 

 

Forfeited

 

(110

)

 

 

70.81

 

Outstanding as of December 31, 2025

 

 

 

 

 

Stock-based Compensation Expense

The following details stock-based compensation expense during each of the respective periods:

 

 

Year Ended December 31,

 

($ in thousands)

 

2025

 

 

2024

 

 

2023

 

Sales, marketing and operating

 

$

307

 

 

$

2,139

 

 

$

1,964

 

General and administrative

 

 

2,301

 

 

 

5,463

 

 

 

5,562

 

Technology and development

 

 

220

 

 

 

478

 

 

 

389

 

Stock-based compensation expense

 

$

2,828

 

 

$

8,080

 

 

$

7,915

 

 

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.