Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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OFFERPAD SOLUTIONS INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67623L109 (CUSIP Number) |
Lisa W. Cornehl 1 First American Way, Santa Ana, CA, 92707 (714) 250-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67623L109 |
| 1 |
Name of reporting person
First American Financial Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,119,314.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.47 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
OFFERPAD SOLUTIONS INC. |
| (c) | Address of Issuer's Principal Executive Offices:
433 S. Farmer Avenue, Suite 500, Tempe,
ARIZONA
, 85281. |
| Item 2. | Identity and Background |
| (a) | First American Financial Corporation |
| (b) | 1 First American Way, Santa Ana, CA 92707 |
| (c) | First American Financial Cor
poration ("Reporting Person"), through its subsidiaries, is engaged in the business of providing title insurance, settlement services and other financial services and risk solutions. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding. |
| (e) | Other than the matters previously disclosed on the Schedule 13D/A filed by the Reporting Person on March 30, 2023, during the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activies subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
WC | |
| Item 4. | Purpose of Transaction |
The information responsive to this item is hereby amended to add the following: Kenneth D. DeGiorgio is no longer the chief executive officer of the Reporting Person, but remains a director of Offerpad Solutions Inc. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 18.47% (based on 27,710,358 shares of Class A Common Stock outstanding as of June 20, 2025, as reported in the Issuer's proxy statement filed on June 27, 2025) |
| (b) | 5,119,314 |
| (c) | Not applicable. |
| (d) | First American Financial Corporation |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information responsive to this item is hereby amended to delete the reference to the "lock-up of shares," as the lock-up has lapsed. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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