What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-03-04 · 136 added, 1027 removed, 274 unchanged (81% of the section changed)

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2020, due to the material weakness described below, our disclosure controls and procedures were not effective at the reasonable assurance level.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2021.

Management's Annual Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Material Weakness

Management identified the following control deficiencies that constituted a material weakness in our internal control over financial reporting for the year ended December 31, 2020 related to our general information technology controls, including the design and implementation of access and change management controls.

Additionally, key components of the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) have not been fully implemented, including control and monitoring activities related to:

(1) electing and developing general controls activities over technology to support the achievement of objectives;

and (2) electing, developing, and performing ongoing and/or separate evaluations to ascertain whether the components of internal control are present and functioning.

The material weakness identified in our internal control over financial reporting primarily related to insufficient Information Technology (“IT”) general controls over our accounting and proprietary systems used in our financial reporting process.

Specifically, our systems lacked controls over access and program change management that are needed to ensure access to financial data is adequately restricted to appropriate personnel.

The following remedial actions were taken during the year ended December 31, 2020:

• hired a Director of SOX Compliance to oversee our internal controls program and work with management in its design and implementation of internal control over financial reporting;

• developed detailed action plans to address gaps identified in access controls, change management and password management across all applications impacting our financial reporting;

• engaged a global accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in the COSO framework;

• conducted COSO based training sessions for relevant personnel who have responsibility for internal controls.

The following are remedial actions that management is undertaking during 2021:

• hired a Chief Information Security Officer to help implement policy and processes with respect to the information technology environment;

Management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management evaluated the design and operating effectiveness of our internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Remediation of Previously Reported Material Weaknesses

Management previously identified and disclosed material weaknesses in our internal control over financial reporting for the year ended December 31, 2020 related to the following:

• Insufficient information technology general controls over certain accounting and proprietary systems used in our financial reporting;

• Incomplete implementation of key components of the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission;

• Insufficient review over the accounting and classification of a significant and unusual transaction specifically related to the Business Combination that resulted in the incorrect equity classification of Sponsor Warrants and a correction of the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

Over the course of 2021 and in conjunction with the implementation of our Sarbanes-Oxley Compliance program, we have completed the following remediation actions to address the material weaknesses noted above:

• Conducted a comprehensive risk assessment that identified the risks of material misstatement in the consolidated financial statements;

• Hired a Chief Information Security Officer and implemented key policies and appropriate controls to strengthen our information technology environment, including access and change management controls, segregation of conflicting duties, and restricting user access to key systems;

OPENDOOR TECHNOLOGIES INC.

• conduct a comprehensive risk assessment that identifies the risks of material misstatement whether due to error or fraud in the consolidated financial statements;

• implement new controls and redesign existing controls, including transactional controls, review controls, IT general controls and user access controls to mitigate the identified risks of material misstatement;

• document processes and controls, evaluate the effectiveness of our controls with respect to design, implementation, and operating effectiveness, and remediate any gaps identified;

• perform a segregation of duties analysis, segregate conflicting roles and remove unnecessary access to financial reporting systems and applications relevant to the preparation of our financial statements.

The process of implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above.

While significant progress has been made to enhance our internal control over financial reporting, we are still in the process of implementing, documenting and testing these processes, procedures and controls.

Additional time is required to complete implementation and to assess and ensure the sustainability of these procedures.

We believe the above actions will be effective in remediating the material weakness described above and we will continue to devote significant time and attention to these remedial efforts.

However, the material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Notwithstanding the material weakness, management has concluded that the financial statements included elsewhere in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

• Identified and documented relevant business processes and controls that address the risks of material misstatement, and strengthened related policies and procedures;

• Expanded the accounting team and strengthened our accounting review control over significant and unusual transactions.

Based upon the aforementioned remediation actions taking during 2021, which have been in operation for a sufficient period during 2021, and our testing and evaluation of the design and operating effectiveness of the controls as of December 31, 2021, we have concluded that the previously reported material weaknesses have been fully remediated as of December 31, 2021.

Changes in Internal Control over Financial Reporting

Other than as described above, there have been no material changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Opendoor Technologies Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Opendoor Technologies Inc.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

February 24, 2022

OPENDOOR TECHNOLOGIES INC.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

OPENDOOR TECHNOLOGIES INC.

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Jonathan Jaffe

John Rice 55 Director

Glenn Solomon

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Wu also served as Opendoor Labs Inc.’s Chief Executive Officer and as a member of Opendoor Labs Inc.'s board of directors from April 2014 to December 2020.

Prior to Opendoor, Mr.

Prior to Opendoor Labs Inc., Mr.

Wu founded and served as the Chief Executive Officer of Movity.com, a geo-data analytics company acquired by Trulia in 2011.

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Wu is qualified to serve as a member of our board of directors due to the perspective and experience he brings as our Chief Executive Officer and as a co-founder and his extensive experience in real estate and technology and managing companies.

Adam Bain has served on our board of directors since December 2020.

Adam Bain has served on our board of directors since December 2020 and previously served as a member of SCH’s board of directors until December 2020.

Bain is a co-managing partner of 01 Advisors, a venture capital firm targeting high-growth technology companies that are making the transition from building a product to building a company, since co-founding the firm in January 2018.

Bain served as a director of IPOA from September 2017 until the consummation of its business combination with Virgin Galactic in October 2019, and continues to serve as a member of Virgin Galactic’s board of directors, where he serves as chair of the nominating and corporate governance committee and a member of the compensation committee.

Since November 2016, Mr.

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Bain was the Chief Operating Officer of Twitter from September 2015 until November 2016, and President of Global Revenue & Partnerships from 2010 to September 2015, where he was responsible for the business lines at the public company.

Bain was the President of the Fox Audience Network at Newscorp, responsible for monetizing all of Fox’s digital assets.

Bain earned his Bachelor of Arts in English Journalism from Miami University, in Ohio.

Bain was selected to serve on the board of directors due to his significant operating and technology experience.

We believe that Mr.

Bain is qualified to serve as a member of our board of directors because of his financial experience and his significant operating and technology experience.

Cipora Herman .

Herman has served on Opendoor Technologies Inc.'s board of directors since December 2020 and previously served as a member of SCH’s board of directors until December 2020.

Cipora Herman has served on our board of directors since December 2020 and previously served as a member of SCH’s board of directors until December 2020.

Since January 2021, Ms.

Herman has served as the Chief Financial Officer for LA28, The Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028.

She has served as a philanthropic and executive adviser to the Global Sports Initiative, Athlete's Voices at Harvard University since June 2020.

Herman has served on the board of directors of ZipRecruiter since October 2018, where she is Chairperson of the audit committee and also is a member of the compensation committee.

Herman has served on the board of directors of ZipRecruiter since October 2018, where she is chair of the audit committee and a member of the compensation committee.

Herman also previously served on the board of directors of Mindbody, Inc., a software-as-a-service company, from October 2016 to February 2019, and Memery, Inc., a technology startup, from April 2015 to January 2021.

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Herman served as the Vice President & Treasurer of Facebook, Inc., a social media company.

From 2003 to 2007, Ms.

Herman held several positions at Yahoo!, Inc., a web services provider, including Director of Corporate Treasury, Assistant Treasurer, and Vice President of Finance and Treasurer.

Herman holds a A.B.

in International Relations, a M.A.

in International Development Policy and an M.B.A, each received from Stanford University.

Herman was selected to serve on our board of directors because of her financial expertise and experience as a director of publicly and privately held companies.

in International Relations, an M.A.

OPENDOOR TECHNOLOGIES INC.

International Development Policy and an M.B.A, each received from Stanford University.

We believe that Ms.

Herman is qualified to serve as a member of our board of directors because of her financial expertise and experience as a director of publicly and privately held companies.

Jonathan Jaffe .

Jonathan Jaffe has served on our board of directors since December 2020 and has also served as a member of Opendoor Labs Inc.’s board of directors from June 2018 until December 2020.

Jaffe served as the President and director of Lennar Corporation, one of the nation’s largest homebuilders, since April 2018.

Jaffe previously served as Chief Operating Officer of Lennar from 2004 to January 2019, and prior to that, Mr.

Jaffe served as Vice President of Lennar and Regional President in Lennar’s Homebuilding operations.

Jonathan Jaffe has served on our board of directors since December 2020 and also served as a member of Opendoor Labs Inc.’s board of directors from June 2018 until December 2020.

Jaffe has served as Co-Chief Executive Officer and Co-President of Lennar Corporation, one of the nation’s largest homebuilders, since November 2020.

He has served as a member of the board of directors of Lennar since 2018 (and previously served as a director from 1997 to 2004).

He served as Lennar’s President from April 2018 to November 2020 and as Chief Operating Officer from December 2004 to January 2019.

Previously, Mr.

Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to that, he served as a Regional President in Lennar’s Homebuilding operations.

Jaffe served as a member of the board of directors of Five Point Holdings, LLC from 2009 to 2020 and currently serves on the board of one privately held company.

Jaffe holds a B.A.

in Architecture.

in Architecture from the University of Florida.

We believe that Mr.

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Keffer was employed by Redpoint Ventures, most recently as a Partner.

He currently serves on the board of directors of several private companies.

Since June 2015, he has served on the board of directors of DigitalOcean Holdings, Inc., a cloud computing platform company.

He currently serves on the board of directors of a privately held company.

Keffer holds a B.A.

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We believe that Mr.

Keffer is qualified to serve as a member of our board of directors because of his extensive experience advising technology companies as a venture capital investor and director of various companies.

Keffer is qualified to serve as a member of our board of directors because of his financial experience and extensive experience advising technology companies as a venture capital investor and director of various companies.

Jason Kilar .

Jason Kilar has served on our board of directors since December 2020 and has also served as a member of Opendoor Labs Inc.’s board of directors from March 2019 until December 2020.

Jason Kilar has served on our board of directors since December 2020 and also served as a member of Opendoor Labs Inc.’s board of directors from March 2019 until December 2020.

Kilar has served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment company, since May 2020.

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Kilar is qualified to serve as a member of our board of directors because of his extensive experience with technology, high-growth, consumer and digital companies, as highlighted by his experience at Amazon, Hulu, Vessel Group and Warner Media.

John Rice has served on our board of directors since March 2021.

Rice is the founder and Chief Executive Officer of Management Leadership for Tomorrow (“MLT”), a national non-profit organization founded in 2001 that fights racial and economic disparities by empowering a new generation of diverse leaders.

Prior to MLT, Mr.

Rice was an executive with the National Basketball Association from 1996 to 2000, where he served as managing director of NBA Japan and as director of marketing for Latin America, and with the Walt Disney Company in new business development and marketing.

Rice has served as a member of the board of directors of Walker & Dunlop, a publicly-traded real estate finance company, since 2010, where he also serves as chair of the nominating and corporate governance committee and as a member of the compensation committee.

He is also a member of the board of directors of Alpha Partners Technology Merger Corp., a publicly traded special purpose acquisition company formed in 2021.

Rice also serves on the board of directors of a privately held diversified real estate fund and is a member of the Yale University board of trustees.

Rice received a B.A.

from Yale University and an M.B.A.

from Harvard Business School.

We believe that Mr.

Rice is qualified to serve as a member of our board of directors because of his executive leadership skills, strategic planning experience, public company experience and extensive expertise in driving talent development and fostering diversity and inclusion efforts across organizations.

Glenn Solomon .

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Solomon has been a managing partner of GGV Capital, a venture capital firm.

He serves as a director of a number of privately held companies.

He serves as a director of a number of privately held companies and previously served as a director of Domo, Inc.

from August 2017 to March 2019 and currently serves as a director of Hashicorp, Inc.

Solomon holds a B.A.

in Public Policy from Stanford University and an M.B.A.

from Stanford University Graduate School of Business.

We believe that Mr.

from Stanford University.

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Solomon is qualified to serve as a member of our board of directors because of his extensive experience advising technology companies as a venture capital investor and director of various companies.

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Andrew Low Ah Kee

Chief Technology Officer

Chief Product Officer

Daniel Morillo

48 Chief Investment Officer

Elizabeth Stevens

Head of Legal

The following are brief biographies describing the backgrounds of our executive officers.

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Carrie Wheeler has served as our Chief Financial Officer since December 2020.

Wheeler has also served as Opendoor’s Chief Financial Officer since September 2020 and previously served as a member of Opendoor Labs Inc.’s board of directors from October 2019 to September 2020.

Wheeler also served as Opendoor Labs Inc.’s Chief Financial Officer since September 2020 and previously served as a member of Opendoor Labs Inc.’s board of directors from October 2019 to September 2020.

From 1996 to 2017, Ms.

Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer / Retail Investing.

Wheeler currently serves on the board

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of directors and audit committee of Dollar Tree, Inc.

Wheeler currently serves on the board of directors and audit committee of Dollar Tree, Inc.

and on the board of directors, audit committee and compensation committee of APi Group Corporation.

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Low Ah Kee holds a Bachelor of Applied Science from the University of Toronto and an MBA from Harvard Business School.

Ian Wong co-founded Opendoor and has served as our Chief Technology Officer since December 2020.

Wong has also served as Opendoor Labs Inc.’s Chief Technology Officer since April 2014.

Wong previously held roles as a software engineer at Prismatic, Inc., a social news discovery company, and as an inference scientist at Square, Inc., a mobile payment company.

Wong holds a B.S.

in Electrical Engineering and a M.S.

in Statistics from Stanford University.

Tom Willerer .

Tom Willerer has served as our Chief Product Officer since December 2020 and as Opendoor Labs Inc.’s Chief Product Officer since September 2019.

Willerer served as a partner at Venrock Ltd., a venture capital firm, from November 2017 to October 2019.

Willerer served as Chief Product Officer at Coursera Inc., an e-learning company, from 2013 to November 2017.

Prior to Coursera, Mr.

Willerer served as Director of Product Management at Facebook, Inc., a social media company, and as Vice President of Product Management at Netflix, Inc., a leading streaming entertainment company.

Willerer is a member of the board of directors of Make School, a computer science higher education company.

Willerer holds a B.A.

in Business from Kelley School of Business at Indiana University and a M.A.

in New Media Studies from DePaul University.

Daniel Morillo .

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Morillo holds a B.S.

degree in economics from Universidad San Fran de Quito, a M.S.

degree in economics from Universidad San Fran de Quito, an M.S.

degree in statistics from the University of Illinois, and a Ph.D.

in econometrics from the University of Illinois.

Elizabeth Stevens .

Elizabeth Stevens has served as our Head of Legal since December 2020 and as Opendoor Labs Inc.’s Head of Legal since December 2016 and as our Corporate Secretary since December 2019.

Prior to joining Opendoor, Ms.

Stevens served as the General Counsel of Earnest Inc., a consumer lending company.

Stevens previously served as the General Counsel of Sidecar Technologies Inc., a ride-sharing company.

Stevens holds a B.A.

in Economics from Northwestern University, a J.D.

from Northwestern University School of Law and an M.B.A.

from the Kellogg School of Management at Northwestern University.

Family Relationships

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OPENDOOR TECHNOLOGIES INC.

Governance Documents

We believe that good corporate governance is important to ensure that Opendoor is managed for the long-term benefit of our stockholders.

Our Nominating and Governance Committee will periodically review and reassess our Governance Guidelines and overall governance structure.

Complete copies of our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our investor relations website, investors.opendoor.com, or by writing to our Secretary at our offices at 410 N.

Scottsdale Road, Suite 1600, Tempe, Arizona 85281.

Board Composition

The current authorized number of directors is seven.

Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our board of directors.

Our board of directors is divided into three classes of directors, with staggered terms of three years each and holding office until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The term of one class expires at each annual meeting of the stockholders;

thus, directors typically stand for election after three years, unless they are filling an unexpired term.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Board Committees

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee.

From time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues.

The charters of all three committees are available on our investor relations website, investors.opendoor.com .

Audit Committee and Audit Committee Financial Expert

We have a separately-designated standing audit committee (“Audit Committee”) that consists of Cipora Herman, Adam Bain and Pueo Keffer.

Herman serves as the Chair of the Audit Committee.

Our board of directors has determined that each of Ms.

Keffer are independent directors under the Nasdaq Stock Market rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act.

Our board of directors has also determined that each of Ms.

Keffer meets the “financial literacy” requirement for audit committee members under the Nasdaq Stock Market rules and Ms.

Herman is an “audit committee financial expert” within the meaning of the SEC rules.

Executive Compensation.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation program in 2020 for our named executive officers, including elements of the program, material decisions made under the program for 2020 and material factors considered in making those decisions.

Our named executive officers for 2020 are:

• Eric Wu, our Chief Executive Officer (“CEO”);

• Carrie Wheeler, our Chief Financial Officer (“CFO”);

• Gautam Gupta, our former CFO;

our former Chief Operating Officer;

1 Eric Wu also served as our President until November 2020 when Andrew Low Ah Kee joined us and was appointed as our President.

2 Carrie Wheeler was appointed as our Chief Financial Officer in September 2020.

3 Gautam Gupta, our Chief Operating Officer from July 2017 to December 2019, was appointed as our Chief Financial Officer in December 2019 and served in such capacity until September 2020, when Carrie Wheeler was appointed as our Chief Financial Officer.

Gautam Gupta served as a strategic advisor to our business from September 2020 until his separation from us in October 2020.

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• Elizabeth Stevens, our Head of Legal;

• Julie Todaro, our President of Homes and Services;

• Tom Willerer, our Chief Product Officer.

As of the date of this Annual Report on Form 10-K, Mr.

Gupta is no longer an employee of the Company.

On January 12, 2021, Ms.

Todaro informed us that she would step down from her role as our President of Homes and Services effective January 12, 2021.

As of January 12, 2021, Ms.

Todaro began serving as a strategic advisor to the Company.

2020 Compensation

Compensation Philosophy, Objectives and Rewards

The key objectives of our compensation program are (i) to allow us to attract and retain highly qualified executives, and (ii) allow employees the opportunity to be owners in the Company.

We believe that our ability to keep our senior executive team engaged and productive is tied to our compensation programs.

Additionally, for us to be appropriately positioned to attract new talent, we must be prepared to be, and be perceived as, an employer that offers competitive compensation.

Providing employees an opportunity to be owners in our business fosters their active engagement in our success and aligns their interests with those of our shareholders.

To achieve our compensation objectives, we historically have provided executives with a compensation package consisting of the following elements:

Compensation Element

Compensation Purpose

Recognize performance of job responsibilities and attract and retain individuals with superior talent.

Long-Term Equity Compensation

Promote an employee ownership culture and the maximization of stockholder value by aligning the interests of employees and stockholders.

In addition, from time to time, we have provided cash sign-on and retention bonus arrangements as part of an employment offer.

The amount of compensation awarded in these circumstances is established based on the executive officer’s role and responsibilities, long-term potential, and our expectations as to the officer’s individual performance or Company performance.

Determination of Compensation

Role of Our Compensation Committee and Executive Officers

With respect to the portion of 2020 that preceded the closing of the Business Combination, our executive compensation program was administered by the board of directors of Opendoor Labs Inc., based on recommendations from Opendoor Labs Inc.’s Compensation Committee.

The compensation of our named executive officers was first reviewed by Opendoor Labs Inc.’s Compensation Committee.

Our CEO discussed the compensation and performance of our named executive officers with Opendoor Labs Inc.’s Compensation Committee.

Management’s recommendations were based upon a review of the performance of our named executive officers, the Company’s overall performance and his assessment of each officer’s contributions to such performance, internal pay equity considerations and the competitiveness of the market for each officer’s services.

Opendoor Labs Inc.’s Compensation Committee then generally evaluated any recommended compensation adjustments or awards to named executive officers and made recommendations to the Opendoor Labs Inc.

board of directors, which ultimately determined executive compensation.

Since the closing of the Business Combination, our executive compensation program is administered primarily by our Compensation Committee.

The compensation of our named executive officers will be reviewed at least annually by our Compensation Committee and will be informed by the recommendations of our CEO.

Our Compensation Committee will then evaluate and determine any recommended compensation adjustments or awards to our named executive officers or make recommendations to our board of directors (the “Board”) for final determination.

OPENDOOR TECHNOLOGIES INC.

Compensation Consultant

To support our Compensation Committee in fulfilling its duties, we have retained a third-party compensation consultant to assist us with the design and evaluation of compensation for our executive officers and directors.

Pursuant to its charter, our Compensation Committee has the sole authority to retain, and replace as needed, compensation consultants to provide independent advice to our Compensation Committee, as well as the sole authority to approve the consultants’ fees and other terms and conditions of retention.

Opendoor Labs Inc.

first retained Compensia, Inc.

(“Compensia”) in May 2018, although we did not engage Compensia to provide executive and director compensation consulting services and recommendations for compensation on a regular basis until 2019.

During 2019, Opendoor Labs Inc.’s Compensation Committee received advice, data and recommendations from Compensia pertaining to the appropriate amount, mix and vesting and other terms for our executive compensation programs.

During 2020, Opendoor Labs Inc.’s Compensation Committee received advice, data and recommendations from Compensia pertaining to certain equity grants made to our executive officers.

In addition to the work Compensia performed for us in connection with our executive and director compensation practices, Compensia periodically receives requests for information from us or our Compensation Committee pertaining to individual promotions, equity incentive compensation, potential personnel recruitment and other such situations in which market compensation insight may benefit us.

During 2020, Compensia’s fees for services to us unrelated to executive and director compensation did not exceed $120,000.

Elements of Our Executive Compensation Program

For 2020, the primary elements of our named executive officers’ compensation were base salary and long-term equity incentive awards.

In addition, certain of our named executive officers also received a sign-on or retention bonus payment in 2020.

Base Salaries

We provide a base salary as a fixed source of compensation for our named executive officers, allowing them a degree of certainty relative to the portion of their variable compensation, which consists of equity awards with values that are generally tied to the price of our common stock and which, prior to the Business Combination, did not provide any opportunity for the officers to achieve liquidity.

Our Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent.

However, our current practice is to not provide our executive officers with annual base salaries exceeding $350,000.

Initial base salaries of our executive officers are established by taking into account his or her qualifications, experience, comparable market data and prior salary level.

Thereafter, Opendoor Labs Inc.’s Compensation Committee generally has reviewed, and adjusted as necessary, base salaries for each of our executive officers, at a minimum annually.

In setting base salary levels for 2020, Opendoor Labs Inc.’s Compensation Committee considered a range of factors, including:

• the individual’s anticipated responsibilities and experience;

• our Compensation Committee members’ collective experience and knowledge in compensating similarly situated individuals at other companies;

• the value of the executive officer’s existing equity awards.

The table below sets forth the annual base salary rates during 2020 for each named executive officer.

Named Executive Officer

2020 Annual Base Salary Rate

Carrie Wheeler

Elizabeth Stevens

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Wu’s annual base salary rate increased from $275,000 to $325,000, effective January 1, 2020.

Wheeler commenced her employment with the Company in September 2020.

In January 2020, Mr.

Wu, our CEO, entered into a new employment letter agreement, pursuant to which his base salary was increased from $275,000 to $325,000, effective January 1, 2020.

Wu has donated his salary to a relief fund for Company employees affected by staff reductions in force for a portion of 2020.

The base salary increase was approved by Opendoor Labs Inc.’s board of directors in order to provide Mr.

Wu with a more competitive total annual cash compensation package that would align with those provided to similarly situated officers of peer companies.

Long-Term Equity Compensation

We believe that providing long-term incentives in the form of equity awards encourages our named executive officers to take a long-term outlook and provides them with an incentive to manage the Company from the perspective of an owner with an equity stake in the business.

By providing opportunities for our employees, including our named executive officers, to benefit from future successes in the Company through the appreciation of the value of their equity awards, our Compensation Committee and Board believe that equity awards align employees’ interests and contributions with the long-term interests of the Company’s stockholders.

In addition, our Compensation Committee and Board believe that offering meaningful equity ownership in the Company is helpful in retaining our named executive officers and other key employees.

At the time of hire, executive officers have generally been granted stock options, restricted stock units (“RSUs”), or a mix of stock options and RSUs, the size and precise terms of which are determined at the time of hire of the individual executive officer, taking into account the anticipated role, his or her qualifications, experience, comparable market data and prior compensation level.

The table below sets forth the RSUs granted to our named executive officers during 2020.

We did not grant any stock options to our named executive officers during 2020.

We expect to grant additional equity awards to our named executive officers going forward, but no such awards have been approved at this time.

The size of the equity awards granted to our named executive officers in 2020 was determined based on the factors described above.

The number of RSUs in the table (and the footnotes and narrative that follow the table) has been adjusted to reflect the impact of the Business Combination.

Named Executive Officer

RSUs Granted in 2020 (#) (1)

Eric Wu 17,093,009 (1)

Carrie Wheeler 4,433,699 (2)

Gautam Gupta —

Julie Todaro —

Tom Willerer —

Elizabeth Stevens —

(1) 2,207,236 of Mr.

Wu’s RSUs will vest only if both the Service-Based Condition and the Liquidity Event Condition (each as defined below) are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the Opendoor Labs Inc.’s 2014 Stock Plan (the “2014 Plan”) and Mr.

Wu’s RSU grant agreements.

The “Service-Based Condition” will be satisfied in 16 successive equal quarterly installments following November 1, 2019.

The “Liquidity Event Condition” will be satisfied in full upon the first to occur of the following on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

14,885,774 of Mr.

Wu’s RSUs will vest upon the satisfaction of performance-based vesting conditions.

The performance-based vesting condition will be satisfied, subject to Mr.

Wu’s continued employment with us through each applicable vesting date, as to 1/6th of the RSUs upon the achievement of each of six predetermined share price milestones based on the 60-day volume weighted-average closing price of our publicly-traded class of common stock, or if earlier, based on the per share consideration received in connection with a Change of Control (as defined in Mr.

Wu’s employment letter agreement).

These milestones are $18.11, $23.54, $30.60, $39.78, $51.71 and $67.23.

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(2) 50,160 of Ms.

Wheeler’s RSUs were granted to Ms.

Wheeler in February 2020 in her capacity as member of Opendoor Labs Inc.’s board of directors (the “Wheeler Director RSUs”).

The Wheeler Director RSUs will vest only if the Liquidity Event Condition is satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Ms.

Wheeler’s RSU grant agreements.

The “Liquidity Event Condition” will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act, for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

4,383,541 of Ms.

Wheeler’s RSUs were granted to Ms.

Wheeler in her capacity as our CFO (the “Wheeler CFO RSUs”) and will vest only if both (i) a liquidity based vesting condition and (ii) either (a) a time based vesting condition or (b) a performance based vesting condition are satisfied, in each case, subject to Ms.

Wheeler’s continued employment with us through the applicable vesting date.

The liquidity-based vesting condition was satisfied upon the closing of the Business Combination.

3,493,892 of the Wheeler CFO RSUs are subject to a time-based vesting condition whereby 25% of such RSUs vest on the first anniversary of Ms.

Wheeler’s employment start date with us (the “Wheeler Start Date”) and 75% of such RSUs vest in substantially equal quarterly installments over a three-year period thereafter.

404,385 of the Wheeler CFO RSUs will begin vesting on the third anniversary of the Wheeler Start Date, subject to her continued employment with us on such date, and are subject to a time-based vesting condition whereby such RSUs vest in substantially equal quarterly installments over a two-year period following such anniversary.

485,262 of the Wheeler CFO RSUs are subject to a performance-based vesting condition whereby such RSUs vest upon the date on which the 60-day volume weighted-average closing price of the Company’s publicly-traded class of common stock is at least $16.48 or (ii) Change of Control (as defined in the Ms.

Wheeler’s offer letter agreement) occurs in which the per share consideration is at least $16.48.

Prior to any contemplation of the Business Combination, Opendoor Labs Inc.’s board of directors, based on the recommendations of Compensia, determined to grant certain RSUs, described below as Pre-Listing RSUs and Post-Listing RSUs, to Mr.

Wu to achieve the following objectives:

(i) recognizing the unique market opportunity and extensive time horizon that Opendoor Labs Inc.

would need to achieve its ultimate vision, (ii) supporting enduring CEO engagement and commitment, (iii) motivating Mr.

Wu to create significant long-term shareholder value, and (iv) being fair and aligned with market, recognizing that there is a broad set of company peers.

In September 2020, in anticipation of the Business Combination, Opendoor Labs Inc.’s board of directors reapproved these RSU grants to Mr.

Wu based on the recommendations of Compensia.

In connection with negotiations regarding the Business Combination, it was agreed that the dilutive effect of the Post-Listing RSUs should be borne by Opendoor Labs Inc.’s stockholders before the closing of the Business Combination.

To achieve this goal, the Post-Listing RSUs were granted prior to the closing of the Business Combination on December 17, 2020.

Providing that the Post-Listing RSU would vest only if certain price targets are met provides a retention element and strong alignment with Company stockholders.

Specifically, pursuant to our continued employment letter agreement with Mr.

Wu, entered into in January 2020 and amended in September 2020, Mr.

Wu was granted 1,193,020 RSUs on February 6, 2020 and 1,014,215 RSUs on September 3, 2020 (together, the “Pre-Listing RSUs”), which vest according to the vesting schedule set forth in footnote 1 to the table above.

Pursuant to this letter agreement, Mr.

Wu was also granted 14,885,774 RSUs on December 17, 2020 (the “Post-Listing RSUs”), which have a term of seven years and which vest according to the vesting schedule set forth in footnote 1 to the table above.

During 2020, our Chief Product Officer, Mr.

Willerer, entered into an amendment to his offer letter agreement which provided, among other things, that if his employment with us is terminated (i) by us without Cause or (ii) due to his resignation for Good Reason, in each case, within 12 months following a Change of Control (each such term as defined in his offer letter agreement), then 50% of all his then outstanding but unvested stock option and RSU awards, whether or not granted under his offer letter agreement, will automatically and immediately vest, subject to the timely execution and non-revocation of a general release of claims against us.

Opendoor Labs Inc.’s board of directors determined to enter into these offer letter agreement amendments prior to the contemplation of the Business Combination in order to assure the Company of the officers’ continued services in the context of a potential Change of Control event.

Pursuant to our offer letter agreement with Ms.

Wheeler, entered into in September 2020, Ms.

Wheeler was granted 3,979,154 RSUs on September 3, 2020 in two separate grants of 3,493,892 RSUs and 485,262 RSUs, each of which vests according to the applicable vesting schedule set forth in footnote 2 to the table above.

Providing that the grant of 485,262 RSUs would vest only if certain price targets are met provides a retention element and strong alignment with Company stockholders.

In connection with negotiations regarding the Business Combination, it was agreed that the dilutive effect of the grant of 404,385 RSUs should be borne by Opendoor Labs Inc.’s stockholders before the closing of the Business Combination.

To achieve this goal, these RSUs were granted prior to the closing of the Business Combination on December 17, 2020 and vest according to the vesting schedule set forth in footnote 2 to the table above.

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RSU Grants Under the 2020 Plan

We expect to grant certain of our employees equity awards in the form of RSUs under the Opendoor Technologies Inc.

2020 Incentive Award Plan (the “2020 Plan”) sometime in 2021.

We expect to grant Mr.

Wu, our CEO, RSUs covering a number of shares equal to 1/8th of the 2020 Plan’s aggregate share reserve on the date of the closing of the Business Combination, and we expect to grant certain other of our employees RSUs covering a number of shares equal to, in the aggregate, 1/4th of the 2020 Plan’s aggregate share reserve on the date of the closing of the Business Combination (together, the “Management Awards”).

The Management Awards have not yet been granted.

Sign-On and Retention Bonuses

In order to attract top talent, we from time to time provide sign-on and retention compensation to external hires.

In connection with the hire of Mr.

Gupta in July 2017, we approved a one-time cash sign-on and retention bonus in the aggregate amount of $550,000, $150,000 of which was paid within 30 days after his employment start date, $125,000 of which was paid within 30 days after the first anniversary of his employment start date, and the remaining $275,000 of which was paid within 30 days after the second anniversary of his employment start date.

We believed that this sign-on and retention bonus arrangement was appropriate as an incentive to join us and to help retain Mr.

Gupta through the second anniversary of his employment start date.

In connection with the hire of Mr.

Willerer in July 2019, we approved a one-time cash sign-on and retention bonus in the aggregate amount of $190,000, $95,000 of which was paid within 30 days after his employment start date, and the remaining $95,000 of which is to be paid within 30 days after the first anniversary of his employment start date, subject to his continuous active employment with us through such anniversary date.

We believed that this sign-on and retention bonus arrangement was appropriate as an incentive to join us and to help retain Mr.

Willerer through the first anniversary of his employment start date.

In connection with the hire of Ms.

Todaro in September 2019, we approved a cash sign-on and retention bonus in the aggregate amount of $150,000, $75,000 of which was paid within 30 days after her employment start date, and the remaining $75,000 of which is to be paid within 30 days after the first anniversary of her employment start date, subject to her continuous active employment with us through such anniversary date.

We believed that this sign-on and retention bonus arrangement was appropriate as an incentive to join us and to help retain Ms.

Todaro through the first anniversary of her employment start date.

In September 2019, we entered into a retention bonus agreement with Ms.

Stevens (the “Stevens Retention Agreement”) pursuant to which Ms.

Stevens was entitled to receive a retention bonus in the aggregate amount of $125,000 in two separate installments, subject to her continuous active employment with us through certain predetermined dates.

Pursuant to the terms of the Stevens Retention Agreement, Ms.

Stevens was paid a bonus of $50,000 within 30 days following December 15, 2019 and was paid a bonus of $75,000 within 30 days following August 31, 2020.

We believed that this retention bonus arrangement was appropriate as an incentive to help retain Ms.

Stevens through each retention bonus installment date.

In connection with the hire of Ms.

Wheeler in September 2020, we approved a one-time cash sign-on and retention bonus in the aggregate amount of $100,000, net of applicable taxes, which was paid within five business days after her employment start date.

However, if Ms.

Wheeler resigns without Good Reason or is terminated by us for Cause (each, as defined in her offer letter agreement) at any time prior to the first anniversary of her employment start date, she is required to repay us the entire $100,000, less any non-refundable taxes, within 30 days after her last day of employment with us.

We believed that this sign-on and retention bonus arrangement was appropriate as an incentive to join us and to help retain Ms.

Wheeler through the first anniversary of her employment start date.

Retirement Plans and Other Employee Benefits

Our named executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.

We also sponsor a 401(k) defined contribution plan (the “401(k) Plan”), in which our named executive officers may participate, subject to limits imposed by the Code to the same extent as our other full-time employees.

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

We do not typically provide any perquisites or special personal benefits to our named executive officers that are not available to all employees generally.

In connection with the grant of stock options to Mr.

Gupta in September 2017, Opendoor Labs Inc.

Gupta the ability to exercise his option award up to an aggregate exercise price of $1.5 million with a 51% recourse promissory note (and

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pledge and security agreement) from Opendoor Labs Inc.

dated March 29, 2018, bearing interest at the rate of 2.31% per annum, compounding annually.

Executive Compensation Tables

2020 Summary Compensation Table

The table below shows compensation of our named executive officers for the fiscal years ended December 31, 2019 and December 31, 2020.

Name and Principal Position Year Salary

Stock Awards ($) (2)

Option Awards ($) (2)

All Other Compensation ($) Total

Eric Wu 2020 189,584 (3)

— 370,051,408 (4)

— — 370,240,992

Chief Executive Officer 2019 275,000 — — — — 275,000

Carrie Wheeler 2020 114,722 100,000 50,060,723 (5)

— — 50,275,445

Chief Financial Officer —

Gautam Gupta 2020 231,625 — — — — 231,625

Former Chief Financial Officer 2019 337,500 275,000 — — — 612,500

Julie Todaro 2020 350,000 75,000 — — — 425,000

President of Homes and Services 2019 87,500 75,000 5,980,857 1,970,949 234,667 8,348,973

Tom Willerer 2020 350,000 95,000 — — — 445,000

Chief Product Officer 2019 118,490 95,000 5,418,620 1,331,280 — 6,963,390

Elizabeth Stevens 2020 300,000 75,000 — — — 375,000

Head of Legal

(1) Amounts listed represent sign-on and retention bonuses paid to Mses.

Wheeler and Todaro and Messrs.

Gupta and Willerer and a retention bonus paid to Ms.

Stevens, each as described above in the section entitled “ Compensation Discussion and Analysis – Sign-On and Retention Bonuses ”.

(2) Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

These amounts do not reflect the actual economic value that may be realized by the named executive officer.

For additional information regarding the stock-based awards granted to our named executive officers in 2019, please see “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 14.

Share-Based Awards ”.

For additional information regarding the stock-based awards granted to our named executive officers in 2020 refer to the “2020 Grants of Plan-Based Awards” table below.

Wu donated his salary for a portion of 2020 to a relief fund for Company employees affected by staff reductions in force.

As a result of an inadvertent payroll error related to the temporary reduction of his salary that was discovered on February 18, 2021, $81,250 of the salary Mr.

Wu earned in 2020 was not paid until February 26, 2021.

This reflects the total base salary Mr.

Wu earned in 2020.

(4) $354,175,995 represents the grant date fair value of RSUs which are subject to performance-based vesting conditions (as described below in the section entitled “ – Eric Wu Continued Employment Letter Agreement ”).

Such grant date fair value is based on the probable outcome of such performance-based vesting conditions.

The maximum grant date fair value of RSUs granted to Mr.

Wu in 2020 that are subject to performance-based vesting conditions is $438,237,347, which assumes the achievement of the highest level of such performance conditions.

(5) $3,243,247 represents the grant date fair value of RSUs which are subject to performance-based vesting conditions (as described below in the section entitled “ – Carrie Wheeler Offer Letter Agreement ”).

Such grant date fair value is based on the probable outcome of such performance-based vesting conditions.

The maximum grant date fair value of RSUs granted to Ms.

Wheeler in 2020 that are subject to performance-based vesting conditions is $4,815,000, which assumes the achievement of the highest level of such performance conditions.

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2020 Grants of Plan-Based Awards

The figures in the table below show equity grants made in 2020.

The number of shares subject to the grants has been adjusted to reflect the impact of the Business Combination.

Stock Awards:

Number of Shares of Stock or Units (#)

Grant Date Fair Value Stock Awards ($) (1)

1,193,020 5,811,902

1,014,215 10,063,511

14,885,774 354,175,995 (2)

Carrie Wheeler

50,160 244,359

3,493,892 34,668,000

485,262 3,243,247 (3)

404,385 11,905,117

(1) Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

These amounts do not reflect the actual economic value that may be realized by the named executive officer.

(2) This amount represents the grant date fair value of RSUs that are subject to performance-based vesting conditions (as described below in the section entitled “ – Eric Wu Continued Employment Letter Agreement ”), which is based on the probable outcome of such performance-based vesting conditions.

The maximum grant date fair value of RSUs granted to Mr.

Wu in 2020 that are subject to performance-based vesting conditions is $438,237,347, which assumes the achievement of the highest level of such performance conditions.

(3) This amount represents the grant date fair value of RSUs which are subject to performance-based vesting conditions (as described below in the section entitled “ – Carrie Wheeler Offer Letter Agreement ”), which is based on the probable outcome of such performance-based vesting conditions.

The maximum grant date fair value of RSUs granted to Ms.

Wheeler in 2020 that are subject to performance-based vesting conditions is $4,815,000, which assumes the achievement of the highest level of such performance conditions.

Eric Wu Continued Employment Letter Agreement

We entered into a continued employment letter agreement with Mr.

Wu in January 2020, which the Opendoor Labs Inc.

board of directors negotiated prior to the contemplation of the Business Combination, which was subsequently amended and restated in September 2020 (as amended, the “Wu Agreement”).

The Wu Agreement provides for an unspecified term of employment and entitles Mr.

Wu to an annual base salary of $325,000 as well as certain RSU awards (each shown here as adjusted to reflect the Business Combination).

Pursuant to the Wu Agreement, Mr.

Wu was granted 1,193,020 RSUs on February 6, 2020 and 1,014,215 RSUs on September 3, 2020 (together, the “Pre-Listing RSUs”), which will vest only if both the “Service-Based Condition” and the “Liquidity Event Condition” (each as defined below) are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Mr.

Wu’s RSU grant agreements.

The Service-Based Condition applicable to the Pre-Listing RSUs will be satisfied in 16 successive equal quarterly installments following November 1, 2019.

The Liquidity Event Condition applicable to the Pre-Listing RSUs will be satisfied in full upon the first to occur of the following on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

Pursuant to the Wu Agreement, Mr.

Wu was also granted 14,885,774 RSUs on December 17, 2020 (the “Post-Listing RSUs”), which have a term of seven years and vest upon (i) the occurrence of a “Listing Event” (as defined in the Wu Agreement) and (ii) the satisfaction of performance-based vesting conditions.

The closing of the Business Combination satisfied the “Listing Event” vesting condition.

The Post-Listing RSUs will satisfy the performance-based vesting condition, subject to Mr.

Wu’s continued employment with us through each applicable vesting date, as to 1/6th of the Post-Listing RSUs upon the achievement of each of six predetermined share price milestones based on the 60-day volume weighted-average closing price of our publicly-traded class of common stock, or if earlier, based on the per share consideration received in connection with a Change of Control (as defined in the Wu Agreement).

These milestones (as adjusted to reflect the Business Combination) are $18.11, $23.54, $30.60, $39.78, $51.71 and $67.23.

In the event Mr.

Wu’s employment with us is terminated (i) by us without Cause (as defined below) or (ii) due to his resignation for Good Reason (as defined below), in each case, within 12 months following a Change of Control, then 100% of

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Wu’s Pre-Listing RSUs will become immediately vested.

In addition, if Mr.

Wu’s employment is terminated (i) by us without Cause or (ii) due to his resignation for Good Reason, regardless of whether a Change of Control has occurred, the Post-Listing RSUs shall remain outstanding and eligible to vest upon achievement of the share price milestones for a period of 60 days following the date of termination.

The acceleration of the Pre-Listing RSUs is subject to Mr.

Wu’s continued compliance with our Confidential Information and Invention Assignment Agreement and his timely execution and non-revocation of a general release of claims against us.

This agreement does not provide for any cash severance entitlements or benefit continuation.

For purposes of the Wu Agreement:

• “Cause” is generally defined to mean, subject to certain notice requirements and cure rights, Mr.

(i) material breach of the his employment agreement, the Confidential Information and Invention Assignment Agreement or any material written policy of the Company;

(ii) intentional repeated willful misconduct or gross neglect of his duties;

(iii) his willful repeated failure to follow reasonable and lawful instructions from our Board;

(iv) his conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company;

(v) his commission of or participation in an act of fraud against the Company;

or (vi) his intentional material damage to the Company’s business, property or reputation.

• “Good Reason” is generally defined to mean, subject to certain notice requirements and cure rights:

(i) a material reduction in his job responsibilities, duties, authority, or title (provided that a mere change in title to a position that is substantially similar to the prior position held shall not constitute a material reduction in job responsibilities);

(ii) a material reduction in his level of base compensation or total compensation unless such reduction is in connection and proportional to reductions to the compensation reductions to the other members of the management team and such reduction does not exceed 20% of his total cash compensation;

(iii) a material breach of his employment agreement or the Confidential Information and Invention Assignment Agreement by the Company;

or (iv) a relocation of his principal place of employment that increases his one-way commute by more than 45 miles.

Carrie Wheeler Offer Letter Agreement

Our offer letter agreement with Ms.

Wheeler (as amended, the “Wheeler Agreement”) provides for an unspecified term of employment and entitles her to a sign-on and retention bonus of $100,000 (which has been paid and is subject to the terms described above in the section entitled “Compensation Discussion and Analysis – Sign-On and Retention Bonuses ”), an annual base salary of $350,000, and certain RSU awards (each shown here as adjusted to reflect the Business Combination).

Pursuant to the Wheeler Agreement, Ms.

Wheeler, was entitled to receive the Wheeler CFO RSUs that are described above in the section entitled “ Compensation Discussion and Analysis – Long-Term Equity Compensation ”.

Pursuant to the Wheeler Agreement, any equity awards Ms.

Wheeler received in connection with her service as a member of our Board that were unvested as of the Wheeler Start Date became fully vested as to any service-based vesting conditions as of such date (but, for the avoidance of doubt, remained subject to any liquidity-based vesting conditions, which have not yet been met).

In the event Ms.

Wheeler’s employment with us is terminated (i) by us without Cause (as defined below) or (ii) due to her resignation for Good Reason (as defined below), in each case, within 12 months following a Change of Control, then 100% of the Wheeler CFO RSUs with time-based vesting will become immediately vested.

In addition, if Ms.

Wheeler’s employment with us is terminated (i) by us without Cause or (ii) due to her resignation for Good Reason, in each case, prior to such time as the performance based vesting criteria for her RSUs subject to performance-based vesting are satisfied, such RSUs shall remaining outstanding and shall vest if the applicable performance-based vesting criteria are satisfied within 60 days of such termination.

In addition, if Ms.

Wheeler’s employment with us is terminated (i) by us without Cause or (ii) due to her resignation for Good Reason, in each case, prior to the first anniversary of the Wheeler Start Date, then be vested in 25% of the Wheeler CFO RSUs with time-based vesting that were granted on the Wheeler Start Date will vest.

If such termination occurs within 12 months following a Change of Control, then 100% of the Wheeler CFO RSUs with time-based vesting that were granted on the Wheeler Start Date will vest.

The Business Combination did not constitute a Change of Control.

The acceleration of the Wheeler CFO RSUs described herein is subject to Ms.

Wheeler’s continued compliance with our confidential information and invention assignment agreement and her timely execution and non-revocation of a general release of claims against us.

The Wheeler Agreement does not provide for any cash severance entitlements or benefit continuation.

For purposes of the Wheeler Agreement:

• “Cause” is generally defined to mean, subject to certain notice requirements and cure rights, Ms.

(i) material breach of the Wheeler Agreement, the confidential information and invention assignment agreement or any material written policy of the Company;

(ii) intentional repeated willful misconduct or gross neglect of her duties;

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her willful repeated failure to follow reasonable and lawful instructions from the Company’s board of directors;

(iv) her conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company;

(v) her commission of or participation in an act of fraud against the Company;

or (vi) her intentional material damage to the Company’s business, property or reputation.

• “Good Reason” is generally defined to mean, subject to certain notice requirements and cure rights:

(i) a material reduction in Ms.

Wheeler’s job responsibilities, duties, authority, or title (provided that a mere change in title to a position that is substantially similar to the prior position held shall not constitute a material reduction in job responsibilities);

(ii) a change in her reporting requirements so that she is no longer reporting solely to the person serving as the chief executive officer of the Company and/or the Company’s board of directors (provided that a change in reporting structure such that she reports primarily to such chief executive officer and/or board of directors of the Company following a Change of Control shall not constitute a change in her reporting requirements under this clause), (iii) a material reduction in her level of base compensation or total compensation unless such reduction is in connection and proportional to reductions to the compensation reductions to the other members of the management team and such reduction does not exceed 20% of her total cash compensation;

(iv) a material breach of the Wheeler Agreement or the confidential information and invention assignment agreement by the Company;

or (v) the requirement by the Company that she transfer her place of employment to a location that is outside of the greater San Francisco Bay Area.

Gautam Gupta Offer Letter Agreement

Our offer letter agreement with Mr.

Gupta (as amended, the “Gupta Agreement”) provided for an unspecified term of employment and entitled him to an annual base salary, a one-time sign-on and retention bonus (which has been fully paid as described above in the section entitled “Compensation Discussion and Analysis – Sign-On and Retention Bonuses ”), and an award of stock options.

Gupta had the right to early exercise his option award up to an aggregate exercise price of $1,500,000 with a 51% recourse promissory note (and pledge and security agreement) from the Company, and he exercised this right with respect to 1,466,501 shares of Opendoor Labs Inc.

common stock in March 2018.

Gupta’s stock options will expire on the date set forth in his option agreement.

Julie Todaro Offer Letter Agreement

Our offer letter agreement with Ms.

Todaro (as amended, the “Todaro Agreement”) provides for an unspecified term of employment and entitles Ms.

Todaro to an annual base salary, a one-time sign-on and retention bonus (which has been paid and is subject to the terms described above in the section entitled “Compensation Discussion and Analysis – Sign-On and Retention Bonuses ”), an award of stock options and an award of RSUs.

The Todaro Agreement provides that Ms.

Todaro’s option award will vest over four years following her employment start date with 25% vesting on the first anniversary of her start date and the remainder vesting in equal monthly installments thereafter, subject to her continued employment on each such vesting date.

The Todaro Agreement provides that Ms.

Todaro’s RSU award will vest only if both the Service-Based Condition and the Liquidity Event Condition (each as defined below) are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Ms.

Todaro’s RSU grant agreements.

The “Service-Based Condition” will be satisfied, subject to Ms.

Todaro’s continued employment through each such date, as to 25% of the total RSUs on the first anniversary of the RSU award’s vesting start date, and as to 1/16th of the total RSUs on a quarterly basis thereafter.

The “Liquidity Event Condition” will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

In the event Ms.

Todaro’s employment with us is terminated (i) by us without Cause (as defined below) or (ii) due to her resignation for Good Reason (as defined below), in each case, within 12 months following a Change of Control, then 50% of her then outstanding but unvested stock option and RSU awards granted under the Todaro Agreement will automatically and immediately vest, subject to the timely execution and non-revocation of a general release of claims against us.

The Todaro Agreement does not provide for any cash severance entitlements or benefit continuation.

For purposes of the Todaro Agreement, “Cause” is generally defined to mean, subject to certain notice requirements and cure rights, Ms.

(i) material breach of any material written agreement between her and the Company;

(ii) failure to comply with the Company’s material written policies or rules as they may be in effect from time to time;

(iii) neglect or persistent unsatisfactory performance of her duties;

(iv) repeated failure to follow reasonable and lawful instructions from our Board;

(v) conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company;

(vi) commission of or participation in an act of fraud against the Company;

(vii) intentional material damage to the Company’s business, property or reputation;

or (viii) unauthorized use or

OPENDOOR TECHNOLOGIES INC.

disclosure of any proprietary information or trade secrets of the Company or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with the Company.

For purposes of the Todaro Agreement, “Good Reason” is generally defined to mean, subject to certain notice requirements and cure rights:

(i) a material reduction in her job responsibilities, duties, authority, or title (provided that a mere change in title to a position that is substantially similar to the prior position held shall not constitute a material reduction in job responsibilities);

(ii) a material reduction in her level of base compensation or total compensation unless such reduction is in connection and proportional to reductions to the compensation reductions to the other members of the management team and such reduction does not exceed 20% of her total cash compensation;

or (iii) a relocation of her principal place of employment that increases her one-way commute by more than 45 miles.

Tom Willerer Offer Letter Agreement

Our offer letter agreement with Mr.

Willerer (as amended, the “Willerer Agreement”) provides for an unspecified term of employment and entitles Mr.

Willerer to an annual base salary, a one-time sign-on and retention bonus (which has been paid and is subject to the terms described above in the section entitled “Compensation Discussion and Analysis – Sign-On and Retention Bonuses ”), an award of stock options and an award of RSUs.

The Willerer Agreement provides that Mr.

Willerer’s option award will vest over four years following his employment start date with 25% vesting on the first anniversary of his start date and the remainder vesting in equal monthly installments thereafter, subject to his continued employment on each such vesting date.

The Willerer Agreement provides that Mr.

Willerer’s RSU award will vest only if both the Service-Based Condition and the Liquidity Event Condition (each as defined below) are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Mr.

Willerer’s RSU grant agreements.

The “Service-Based Condition” will be satisfied, subject to continued employment through each such date, as to 25% of the total RSUs on the first anniversary of the RSU award’s vesting start date, and as to 1/16th of the total RSUs on a quarterly basis thereafter.

The “Liquidity Event Condition” will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

In the event Mr.

Willerer’s employment with us is terminated (i) by us without Cause (as defined for purposes of the Todaro Agreement) or (ii) due to his resignation for Good Reason (as defined below), in each case, within 12 months following a Change of Control, then 50% of all his then outstanding but unvested stock option and RSU awards, whether or not granted under the Willerer Agreement, will automatically and immediately vest, subject to the timely execution and non-revocation of a general release of claims against us.

The Willerer Agreement does not provide for any cash severance entitlements or benefit continuation.

For purposes of the Willerer Agreement, “Good Reason” is generally defined to mean, subject to certain notice requirements and cure rights:

(i) a material reduction in his job responsibilities, duties, or authority (provided that a mere change in title to a position that is substantially similar to the prior position held shall not constitute a material reduction in your job responsibilities, duties, or authority);

(ii) a material reduction in his base salary unless such reduction is in connection with and proportional to reductions to the base salary of other members of the management team and such reduction does not exceed 20% of his base salary;

or (iii) the requirement by the Company that he transfer his place of employment to a location that is outside of the greater San Francisco Bay Area.

Elizabeth Stevens Offer Letter Agreement

Our offer letter agreement with Ms.

Stevens (as amended, the “Stevens Agreement”) provides for an unspecified term of employment and entitles Ms.

Stevens to an annual base salary and an award of stock options.

The Stevens Agreement provides that Ms.

Stevens’ option award will vest over four years following her employment start date with 25% vesting on the first anniversary of the vesting commencement date and the remainder vesting in equal monthly installments thereafter, subject to her continued employment on each such vesting date.

The Stevens Agreement does not provide for any cash severance entitlements or benefit continuation.

Confidential Information Invention and Assignment Agreements

Pursuant to their offer letter agreements, each of our named executive officers has entered into our standard Confidential Information Invention and Assignment Agreement which contains, among other things, restrictive covenants pursuant to which such officers agree (i) to refrain from soliciting our customers during the term of their employment and (ii) to refrain from soliciting our employees during the term of their employment and for a period of 12 months thereafter.

The Company’s

OPENDOOR TECHNOLOGIES INC.

standard Confidential Information Invention and Assignment Agreement does not contain any non-competition restrictive covenants.

Outstanding Equity Awards at 2020 Fiscal Year-End

The figures in the table below show outstanding equity awards as of December 31, 2020.

The number of shares subject to the awards, and the exercise prices for the options, have been adjusted to reflect the impact of the Business Combination.

Option Awards Stock Awards

Grant Date Number of Securities Underlying Unexercised Options

Number of Securities Underlying Unexercised Options

(#) Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Eric Wu 02/06/2020 (2)

— — — — 1,193,020 27,117,345

09/03/2020 (2)

— — — — 1,014,215 23,053,107

12/17/2020 (3)

— — — — 14,885,774 338,353,643

Carrie Wheeler 02/06/2020 (4)

— — — — 50,160 1,140,137

09/03/2020 (5)

— — — — 3,493,892 79,416,165

09/03/2020 (6)

— — — — 485,262 11,030,005

12/17/2020 (7)

— — — — 404,385 9,191,671

Gautam Gupta 09/29/2017 (8)

2,069,026 (9)

— 1.02 09/28/2027 — —

Julie Todaro 12/18/2019 (8)

23,307 69,921 4.30 12/17/2029 — —

12/18/2019 (8)

253,559 602,473 4.30 12/17/2029 — —

11/03/2019 (10)

— — — — 28,847 655,692

12/18/2019 (11)

— — — — 1,365,143 31,029,700

Tom Willerer 11/03/2019 (8)

23,307 69,921 4.30 11/02/2029 — —

11/03/2019 (8)

192,364 361,423 4.30 11/02/2029 — —

11/03/2019 (11)

— — — — 1,262,946 28,706,763

Elizabeth Stevens 06/12/2017 (8)

85,678 10,784 1.02 06/11/2027 — —

09/29/2017 (8)

1 — 1.02 09/28/2027 — —

09/29/2017 (8)

113,226 — 1.02 09/28/2027 — —

03/13/2018 (8)

60,657 20,219 1.43 03/12/2028 — —

03/21/2019 (11)

— — — — 242,631 5,515,003

11/03/2019 (2)

— — — — 242,874 5,520,526

(1) The amounts in this column were determined based on the closing market price of the Company’s common stock on December 31, 2020 of $22.73.

(2) The RSUs will vest only if both a service-based condition and a liquidity event condition are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and the applicable RSU grant agreements.

The service-based condition will be satisfied in 16 successive equal quarterly installments following the vesting commencement date.

The liquidity event condition will be satisfied in full upon the first to occur of the following on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

(3) The RSUs will vest upon (i) the occurrence of a “listing event” and (ii) the satisfaction of performance-based vesting conditions.

The closing of the Business Combination satisfied the listing event vesting condition.

The performance-based vesting condition will be satisfied, subject to Mr.

Wu’s continued employment with us through each applicable vesting date, as to 1/6th of the RSUs upon the achievement of each of six predetermined share price milestones based on the 60-day volume

OPENDOOR TECHNOLOGIES INC.

weighted-average closing price of our publicly-traded class of common stock, or if earlier, based on the per share consideration received in connection with a Change of Control (as defined in Mr.

Wu’s employment letter agreement).

These milestones are $18.11, $23.54, $30.60, $39.78, $51.71 and $67.23.

(4) The RSUs will vest only if both a service-based condition and a liquidity event condition are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Ms.

Wheeler’s RSU grant agreements.

Pursuant to the Wheeler Agreement, the service-based condition was fully satisfied as of Ms.

Wheeler’s employment start date with us.

The liquidity event condition will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement under the Securities Act, for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

(5) The RSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date.

The liquidity-based vesting condition is satisfied if a listing event occurs prior to the seventh anniversary of the grant date of the applicable RSUs.

The closing of the Business Combination satisfied the listing event vesting condition.

The time-based vesting condition is satisfied as to 25% of such RSUs on the first anniversary of Ms.

Wheeler’s employment start date with us (the “Wheeler Start Date”) and 75% of such RSUs would vest in substantially equal quarterly installments over a three-year period thereafter.

(6) The RSUs will vest only if both (i) a liquidity based vesting condition and (ii) a performance based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date.

The liquidity-based vesting condition is satisfied if a “listing event” occurs prior to the seventh anniversary of the grant date of the applicable RSUs.

The closing of the Business Combination satisfied the listing event vesting condition.

The performance-based vesting condition is satisfied as to such RSUs upon the first to occur of (i) both (a) a listing event and (b) the 60-day volume weighted-average closing price of the Company’s publicly-traded class of common stock being at least $16.48 or (ii) both (a) a listing event and (b) the consummation of a Change of Control (as defined in the Ms.

Wheeler’s offer letter agreement) in which the per share consideration is at least $16.48.

(7) The RSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date.

The liquidity-based vesting condition is satisfied if a “listing event” occurs prior to the seventh anniversary of the grant date of the applicable RSUs.

The closing of the Business Combination satisfied the listing event vesting condition.

The RSUs will begin vesting on the third anniversary of the Wheeler Start Date, subject to her continued employment with us on such date, and are subject to, in addition to the liquidity-based vesting condition, a time-based vesting condition whereby such RSUs vest in substantially equal quarterly installments over a two-year period following such anniversary.

(8) The options will vest on the following schedule, subject to continued service through each such date:

25% of the options on the first anniversary of the options award’s vesting start date, and 1/16th of the options in 12 successive equal quarterly installments thereafter.

(9) These stock options were fully exercisable as of December 31, 2020 as they could be early exercised prior to becoming fully vested on July 10, 2021.

Gupta exercises stock options prior to their vesting, he will receive shares of our restricted stock.

Gupta’s stock options will expire on the date set forth in his option agreement.

(10) The RSUs will vest only if both the Service-Based Condition and the Liquidity Event Condition are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Ms.

Todaro’s RSU grant agreements.

The RSUs are 100% vested as to the Service-Based Condition as of the date of grant and will become fully vested upon the satisfaction of the Liquidity Event Condition.

The Liquidity Event Condition will be satisfied in full upon the first to occur of the following on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

The RSUs were granted for consulting services rendered by Ms.

Todaro prior to her becoming a full-time employee of the Company.

(11) The RSUs will vest only if both the Service-Based Condition and the Liquidity Event Condition (each as defined below) are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and the applicable RSU grant agreements.

The “Service-Based Condition” will be satisfied on the following schedule, subject to continued service through each such date:

25% of the RSUs on the first anniversary of the RSU award’s vesting start date, and 1/16th of the RSUs in 12 successive equal quarterly installments thereafter.

The “Liquidity Event Condition” will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014

OPENDOOR TECHNOLOGIES INC.

Plan) or (ii) the effective date of a registration statement filed under the Securities Act, for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

Option Exercises and Stock Vested in 2020

None of our named executive officers exercised stock options in 2020.

No stock awards held by our named executive officers vested in 2020.

2020 Pension Benefits Table

None of our named executive officers participated in any defined benefit pension plans in 2020.

2020 Nonqualified Deferred Compensation Table

None of our named executive officers participated in any non-qualified deferred compensation plans in 2020.

Potential Payments Upon Termination or Change of Control

We maintain arrangements that provide payment of compensation to our named executive officers in the event of certain terminations of employment or a change of control of the Company.

The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers (i) if his or her employment had terminated on December 31, 2020 without Cause or due to resignation for Good Reason, (ii) if a Change in Control had occurred on December 31, 2020, but there was no termination of the officer’s employment and (iii) if a Change in Control had occurred on December 31, 2020, immediately following which the officer’s employment was terminated without Cause or due to resignation for Good Reason.

OPENDOOR TECHNOLOGIES INC.

Named Executive Officer Termination Scenario Severance ($) Value of Accelerated Options ($) (1)

Value of Accelerated RSUs ($) (1)

Total ($) (1)

Termination without Cause or Resignation for Good Reason

Change of Control (2)

— 68,934,887 68,934,887

Termination without Cause or Resignation for Good Reason following a Change of Control (2)

— 106,562,725 106,562,725

Carrie Wheeler

Termination without Cause or Resignation for Good Reason

— 19,854,041 19,854,041

Change of Control (2)

— 12,170,142 12,170,142

Termination without Cause or Resignation for Good Reason following a Change of Control (2)

— 100,777,978 100,777,978

Gautam Gupta (3)

Termination without Cause or Resignation for Good Reason

Change of Control

Termination without Cause or Resignation for Good Reason following a Change of Control

Termination without Cause or Resignation for Good Reason

Change of Control

— 8,413,117 8,413,117

Termination without Cause or Resignation for Good Reason following a Change of Control

6,196,111 15,842,696 22,038,807

Termination without Cause or Resignation for Good Reason

Change of Control

— 8,970,863 8,970,863

Termination without Cause or Resignation for Good Reason following a Change of Control

3,974,835 14,353,381 18,328,216

Elizabeth Stevens

Termination without Cause or Resignation for Good Reason

Change of Control

— 5,516,729 5,516,729

Termination without Cause or Resignation for Good Reason following a Change of Control

(1) The amounts in this column were determined using the closing market price of the Company’s common stock on December 31, 2020 of $22.73.

(2) The amounts assume the value paid for each share of each class of common stock of the Company in connection with the Change of Control transaction was $22.73, the closing market price of the Company’s common stock on December 31, 2020.

Gupta’s voluntary resignation (without Good Reason) in October 2020, Mr.

Gupta did not receive severance payments nor did the vesting of his equity awards accelerate.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, or has served during the last year, as a member of the board of directors or compensation committee of any entity, other than Opendoor Labs Inc., that has one or more executive officers serving as a member of our Board.

OPENDOOR TECHNOLOGIES INC.

Director Compensation

Prior to the closing of the Business Combination, we did not pay cash compensation to any of our non-employee directors.

However, in 2020, Opendoor Labs Inc.

granted 101,114 RSUs to Jason Kilar for his service as a non-employee director from 2018 through 2020, and 50,160 RSUs to Carrie Wheeler for her service as non-employee director in 2019 and 2020.

These RSUs will vest only if both a service-based condition and a liquidity event condition are satisfied, provided that delivery of the shares may be delayed in accordance with the terms of the 2014 Plan and Mr.

Kilar’s RSU grant agreement.

The service-based condition will be satisfied in a series of four successive equal quarterly installments following the applicable vesting commencement date, subject to continued service through each such date.

The liquidity event condition will be satisfied if either of the following events occur on or before the seventh anniversary of the date of grant:

(i) a Change of Control (as defined in the 2014 Plan) or (ii) the effective date of a registration statement filed under the Securities Act, for the sale of the Company’s common stock.

The Liquidity Event Condition was satisfied in February 2021.

Pursuant to the Wheeler Agreement, the 50,160 RSUs granted to Ms.

Wheeler in her capacity as a non-employee director became fully vested as to the service-based condition as of her employment start date with us in September 2020.

Non-Employee Director Compensation Policy

In connection with the closing of the Business Combination, we adopted the Opendoor Technologies Inc.

Non-Employee Director Compensation Policy (the “NED Compensation Policy”), which provides non-employee directors with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on the Board.

Additional fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service.

The non-employee directors initially eligible to participate in the NED Compensation Policy are Adam Bain, Cipora Herman, Jonathan Jaffe, Pueo Keffer, Jason Kilar, and Glenn Solomon.

Certain principal features of the compensation provided under the NED Compensation Policy are described in more detail below.

The summary is qualified in its entirety by reference to the complete text of the NED Compensation Policy.

Annual Cash Compensation

Beginning at the first annual meeting of the Board following the closing of the Business Combination, each non-employee director will receive the cash compensation set forth below for service on the Board.

The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, promptly following the end of each quarter in which the service occurred, provided that the first quarterly payment will be pro-rated for the partial quarter measured from the date of the closing of the Business Combination to the end of the quarter, and the quarterly payment for each Non-Employee Director will be pro-rated for any partial quarter of service by such Non-Employee Director.

All annual cash fees are vested upon payment.

• Annual Board Service Retainer:

◦ All Eligible Directors:

◦ Non-executive Chair/Lead Independent Director (as applicable):

$75,000 (in lieu of above)

• Annual Committee Member Service Retainer:

◦ Member of the Audit Committee:

◦ Member of the Compensation Committee:

◦ Member of the Nominating and Corporate Governance Committee:

• Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):

◦ Chair of the Audit Committee:

◦ Chair of the Compensation Committee:

OPENDOOR TECHNOLOGIES INC.

◦ Chair of the Nominating and Corporate Governance Committee:

At the annual meeting of the Board, a non-employee director may elect to receive 100% of his or her annual cash compensation for the next fiscal year as RSUs under the 2020 Plan (or any successor equity plan) for that number of shares equal to (a) the projected annual cash compensation for such non-employee director for the fiscal year based on Board and committee membership as of the first day of such fiscal year divided by (b) the average Fair Market Value (as defined in the Plan) over the 20 trading days ending on the last trading day of the month preceding the month in which the RSU grant is made (the “Share Price”).

Any such RSU grant is referred to as the “Optional RSU Grant”.

Equity Compensation

Unless otherwise provided by the Board, each person who, after the closing of the Business Combination, is elected or appointed for the first time to be a non-employee director will automatically, upon the date of his or her initial election or appointment, be granted an RSU for that number of shares of our common stock equal to $400,000 divided by the Share Price, rounded to the nearest whole share.

Each such initial grant will vest in a series of equal annual installments on the first, second and third anniversary of the date of grant, provided in each case that the non-employee director continues to be a non-employee director on such vesting date.

Unless otherwise provided by the Board, at the close of business on the date of each annual meeting of our stockholders, each person who is then a non-employee director will automatically be granted a RSU for that number of shares of common stock equal to $200,000 divided by the Share Price, rounded to the nearest whole share.

Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the non-employee director continues to be a non-employee director on such vesting date.

Notwithstanding the foregoing, for each non-employee director in office as of immediately prior to the closing of a Change in Control (as defined in the 2020 Plan), his or her then-outstanding equity awards granted pursuant to the NED Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.

In the event any grant date set forth above for any RSU grant to be made under the NED Compensation Policy is not a trading day on the Nasdaq Stock Exchange (e.g., a weekend or holiday), then the grant date shall be the next trading day, and if there is no effective registration statement on Form S-8 covering such grant filed with the SEC on such grant date, the grant date shall be the trading day following the date there is such a filed and effective registration statement.

2020 Director Compensation Table

The following table contains information concerning the compensation of our non-employee directors in fiscal year 2020.

Wheeler ceased being a non-employee director following the commencement of her employment as our CFO in September 2020 and her compensation is described above in the section entitled “ Executive Compensation ”.

David Weiden, Jeff Housenbold and Jeff Crowe served on the Opendoor Labs Inc.

board of directors until the closing of the Business Combination, after which they ceased serving on the Opendoor Labs Inc.

board of directors.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)

Adam Bain — — —

Jeff Crowe — — —

Cipora Herman — — —

Jeff Housenbold — — —

Jonathan Jaffe — — —

Pueo Keffer — — —

Jason Kilar — 492,595 492,595

Glenn Solomon — — —

David Weiden — — —

These amounts do not reflect the actual economic value that may be realized by the director.

OPENDOOR TECHNOLOGIES INC.

Name RSUs Outstanding as of December 31, 2020 (#)

Cipora Herman —

Jeff Housenbold —

Jonathan Jaffe —

Pueo Keffer —

Jason Kilar 101,114

Glenn Solomon —

David Weiden —

The information required by this Item 11 will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) and is incorporated herein by reference.

The 2022 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

26 unchanged sentences

provided, however, that no more than 54,385,060 shares of Common Stock may be issued under the ESPP.

(3) Consists of 49,111,180 outstanding restricted stock units under the 2014 Plan.

As of December 31, 2020, no restricted stock units were granted under the 2020 Plan.

(4) Consists of 22,675,669 outstanding options to purchase stock under the 2014 Plan.

As of December 31, 2020, there were no outstanding options under the 2020 Plan.

(5) As of December 31, 2020, the weighted-average exercise price of outstanding options under the 2014 Plan was $1,9759.

OPENDOOR TECHNOLOGIES INC.

Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our common stock as of February 18, 2021 for:

• each person who is known to be the beneficial owner of more than 5% of our voting shares;

• each of our executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Percentage ownership of our voting securities is based on 577,227,618 shares of our common stock issued and outstanding as of February 18, 2021.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Name and Address of Beneficial Owner (1)

Number of Shares % of Ownership

SVF Excalibur (Cayman) Limited (2)

73,620,282 12.8 %

Entities affiliated with Khosla Ventures (3)

46,120,934 8.0 %

AI LiquidRE LLC (4)

34,639,442 6.0 %

Directors and Executive Officers

32,407,840 5.6 %

Carrie Wheeler 150,000 *

6,417,294 1.1 %

Daniel Morillo — — %

Tom Willerer (7)

Andrew Low Ah Kee — — %

Elizabeth Stevens (8)

Adam Bain (9)

Cipora Herman 100,000 *

Pueo Keffer — — %

Glenn Solomon (10)

Jason Kilar (11)

Jonathan Jaffe — — %

All directors and executive officers as a group (13 individuals) 39,926,927 6.9 %

* Less than one percent

(1) Unless otherwise noted, the business address of each of those listed in the table above is 410 N.

Scottsdale Road, Suite 1600, Tempe Arizona 85281.

(2) The address of SVF Excalibur (Cayman) Limited is Walkers Corporate Limited Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman OT KY1-9008, Cayman Islands.

(3) Consists of (i) 2,769,348 shares of our common stock held of record by Khosla Venture IV (CF), LP (“KV IV (CF)”), (ii) 43,317,254 shares of our common stock held of record by Khosla Ventures IV, LP (“KV IV”), (iii) 1,843 shares held of record by Khosla Ventures Seed B (CF), LP (“KV B (CF)”), and (iv) 32,489 shares of our common stock held of record by Khosla Ventures Seed B, LP (“KV B”).

The general partner of KV IV (CF) and KV IV is Khosla Ventures Associates IV, LLC (“KVA

OPENDOOR TECHNOLOGIES INC.

The general partner of KV B (CF) and KV B is Khosla Ventures Seed Associates B, LLC (“KV Seed”).

VK Services, LLC (“VK Services”) is the sole manager of KVA IV and KV Seed.

Vinod Khosla is the managing member of VK Services.

Weiden is a member of each of KVA IV and KV Seed.

Weiden, VK Services and KVA IV may be deemed to share voting and dispositive power over the shares held by KV IV (CF) and KV IV.

Weiden, VK Services and KVA IV disclaim beneficial ownership of the shares held by KV IV (CF) and KV IV, except to the extent of their respective pecuniary interests therein.

Weiden, VK Services and KVA may be deemed to share voting and dispositive power over the shares held by KV B (CF) and KV B.

Weiden, VK Services and KV Seed disclaim beneficial ownership of such shares held by KV B (CF) and KV B, except to the extent of their respective pecuniary interests therein.

The address for Mr.

Weiden and each of the foregoing entities is 2128 Sand Hill Road, Menlo Park, California 94025.

(4) Each of Access Industries Management, LLC (“AIM”) and Mr.

Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly by AILR because (i) Mr.

Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR and (ii) AIM is the controlling entity of AILR.

Each of AIM and Mr.

Blavatnik disclaim beneficial ownership of the shares held directly by AILR, except to the extent of their actual pecuniary interest therein.

The address of Mr.

Blavatnik and each of the foregoing entities is 40 West 57th Street, 28th Floor, New York, NY 10019.

(5) Includes (i) 27,795,075 shares of common stock held by Eric Wu and (ii) 4,612,765 shares of common stock held by 2020 Wu Grantor Retained Annuity Trust.

(6) Includes (i) 4,900,848 shares of common stock owned by Ian Wong and (ii) 1,516,446 shares of common stock owned by Diana Shean Ting Chiu.

(7) Includes 269,589 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within 60 days of February 18, 2021.

(8) Includes 32,941 shares of Opendoor Technologies common stock and 274,390 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within 60 days of February 18, 2021.

(9) Includes (i) 225,000 shares of common stock held by 010118 Management, L.P., and (ii) 25,610 shares of common stock held by Adam Bain.

(10) Glenn Solomon is one of five Managing Directors with shared voting and investment power in GGCV LLC and GGCS LLC.

Entities affiliated with GGCV own a total of 27,422,875 shares of Opendoor Technologies common stock.

Solomon disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(11) Includes 24,263 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within 60 days of February 18, 2021.

(3) Consists of 26,919,980 outstanding restricted stock units under the 2014 Plan and 26,526,183 outstanding restricted stock units under the 2020 Plan.

(4) Consists of 14,395,885 outstanding options to purchase stock under the 2014 Plan and 150,000 outstanding options under the 2020 Plan.

(5) As of December 31, 2020, the weighted-average exercise price of outstanding options under the 2014 Plan was $1.9849 and the weighted-average exercise price of outstanding options under the 2020 Plan was $15.0000.

The remaining information required by this Item 12 will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures for Approval of Related Person Transactions

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or the perception thereof).

We have a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq.

Under the policy, our legal team is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy.

In addition, any potential related person transaction that is proposed to be entered into by the Company must be reported to the Company’s Head of Legal, by both the related person and the person at the Company responsible for such potential related person transaction.

If our legal team determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Head of Legal is required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction.

Any proposed transaction that has been identified as a Related-Person Transaction may be consummated or materially amended only following approval by the Audit Committee in accordance with the provisions of our

OPENDOOR TECHNOLOGIES INC.

No director may participate in approval of a related person transaction for which he or she is a related person.

In the event that it is inappropriate for the Audit Committee to review the transaction for reasons of conflict of interest or otherwise, after taking into account possible recusals by Audit Committee members, then the related person transaction shall be approved by another independent body of our board of directors.

Any related person transaction, if not a related person transaction when originally consummated, or if not initially identified as a related person transaction prior to consummation, shall be submitted to the Audit Committee for review and ratification as soon as reasonably practicable.

The Audit Committee shall consider whether to ratify and continue, amend and ratify, or terminate and rescind such related person transaction.

Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions.

No director may participate in approval of a related person transaction for which he or she is a related person.

Relationships and Transactions with Directors, Executive Officers and Significant Stockholders

On June 12, 2018, Opendoor entered into a warrant issuance agreement with Len X, LLC (formerly known as Lennar Ventures, LLC) (“Lennar”) in exchange for business and technical advisory services.

Jonathan Jaffe, a member of Opendoor’s board of directors, is an affiliate of Lennar.

Under the warrant issuance agreement, Opendoor was obligated to issue to Lennar or an affiliate certain warrants exercisable for shares of Opendoor’s Series E preferred stock (such warrants, the “Lennar Series E Warrants”).

Opendoor issued two Lennar Series E Warrants pursuant to the warrant issuance agreement on June 30, 2019 and June 30, 2020 with respect to 121,356 and 242,713 shares of Series E preferred stock, respectively, at an exercise price of $5.92 per share.

The Lennar Series E Warrants provided the holder of such warrants the right to purchase an aggregate of 364,069 shares of Opendoor’s Series E preferred stock in exchange for proceeds of $2.2 million.

The warrant issuance agreement was terminated prior to Closing, and the Lennar Series E Warrants have been exercised in full or terminated without exercise.

Series E Preferred Stock Financing

From May 2018 through August 2018, Opendoor sold an aggregate of 90,368,262 shares of its Series E preferred stock to related persons at a purchase price of approximately $5.92 per share.

The following table summarizes purchases of Series E preferred stock from Opendoor by such related persons:

Name Shares of Series E Preferred Stock Total Purchase Price

AI LiquidRE LLC (1)

8,444,053 $ 49,999,995

Khosla Ventures IV, LP and its affiliates (2)

16,887 $ 99,994

GGV Capital Select L.P.

1,688,810 $ 9,999,997

SVF Excalibur (Cayman) Limited (4)

67,552,433 $ 399,999,999

LV Opendoor JV, LLC (5)

8,444,053 $ 49,999,995

Norwest Venture Partners XIV, LP (6)

4,222,026 $ 24,999,998

Total 90,368,262 $ 535,099,978

(1) Pueo Keffer is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of AI LiquidRE LLC.

AI LiquidRE LLC currently holds more than 5% of our capital stock.

(2) David Weiden was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of Khosla Ventures IV, LP.

Entities affiliated with Khosla Ventures IV, LP currently hold more than 5% of our capital stock.

(3) Glenn Solomon is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of GGV Capital Select L.P.

Entities affiliated with GGV Capital Select L.P.

currently hold more than 5% of our capital stock.

(4) Jeff Housenbold was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of SVF Excalibur (Cayman) Limited.

SVF Excalibur (Cayman) Limited currently holds more than 5% of our capital stock.

(5) Jon Jaffe is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of LV Opendoor JV, LLC.

OPENDOOR TECHNOLOGIES INC.

(6) Jeff Crowe was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of Norwest Venture Partners, L.P.

Series E-2 Preferred Stock Financing

From February 2019 through May 2019, Opendoor Labs Inc.

sold an aggregate of 9,603,637 shares of its Series E-2 preferred stock to related persons at a purchase price of approximately $8.24 per share.

The following table summarizes purchases of Series E-2 preferred stock from Opendoor by such related persons:

Name Shares of Series E-2 Preferred Stock Total Purchase Price

AI LiquidRE LLC (1)

2,625,616 $ 21,635,481

Khosla Ventures IV, LP and its affiliates (2)

60,677 $ 499,990

GGV Capital Select L.P.

121,356 $ 999,993

SVF Excalibur (Cayman) Limited (4)

6,067,848 $ 49,999,994

LV Opendoor JV, LLC (5)

485,427 $ 4,000,000

Norwest Venture Partners XIV, LP (6)

242,713 $ 2,000,000

Total 9,603,637 $ 79,135,458

(1) Pueo Keffer is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of AI LiquidRE LLC.

AI LiquidRE LLC currently holds more than 5% of our capital stock.

(2) David Weiden was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of Khosla Ventures IV, LP.

Entities affiliated with Khosla Ventures IV, LP currently hold more than 5% of our capital stock.

(3) Glenn Solomon is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and an affiliate of GGV Capital Select L.P.

Entities affiliated with GGV Capital Select L.P.

currently hold more than 5% of our capital stock.

(4) Jeff Housenbold was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of SVF Excalibur (Cayman) Limited.

SVF Excalibur (Cayman) Limited currently holds more than 5% of our capital stock.

(5) Jon Jaffe is a member of our board of directors and was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of LV Opendoor JV, LLC.

(6) Jeff Crowe was a member of the Opendoor Labs Inc.

board of directors until December 2020 and is an affiliate of Norwest Venture Partners, L.P.

Investors’ Rights Agreement

Opendoor Labs Inc.

was party to the Sixth Amended and Restated Investors’ Rights Agreement, dated as of February 8, 2019, which granted registration rights and information rights, among other things, to certain holders of its capital stock, including (i) entities affiliated with AILiquidRE LLC, Khosla Ventures IV, LP, GGV Capital Select L.P.

and SVF Excalibur (Cayman) Limited, each of which currently hold more than 5% of our capital stock, (ii) LV Opendoor JV, LLC, which is affiliated with our director, Jon Jaffe, and (iii) Norwest Venture Partners, L.P., which is affiliated with Jeff Crowe who was a member of Opendoor Labs Inc.’s board of directors until December 2020.

Pueo Keffer and Glenn Solomon, each of whom is a member of our board of directors and was a director of Opendoor Labs Inc.

until December 2020, are affiliated with AILiquidRE LLC and GGV Capital Select L.P., respectively.

David Weiden and Jeff Housenbold, each of whom was a director of Opendoor Labs Inc.

until December 2020, are affiliated with Khosla Ventures IV, LP and SVF Excalibur (Cayman) Limited, respectively.

This agreement was terminated at Closing.

Right of First Refusal

Pursuant to the 2014 Plan and certain agreements with its stockholders, including the Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of February 8, 2019 (the “ROFR Agreement”), Opendoor Labs Inc.

or its assignees had the right to purchase shares of Opendoor Labs Inc.

capital stock which certain stockholders proposed to sell to

OPENDOOR TECHNOLOGIES INC.

other parties.

Certain holders of Opendoor Labs Inc.

capital stock, including (i) entities affiliated with AILiquidRE LLC, Khosla Ventures IV, LP, GGV Capital Select L.P.

and SVF Excalibur (Cayman) Limited, each of which currently hold more than 5% of our capital stock, (ii) LV Opendoor JV, LLC, which is affiliated with Jon Jaffe, who is a member of our board of directors and was a member of Opendoor Labs Inc.’s board of directors until December 2020, and (iii) Norwest Venture Partners, L.P., which is affiliated with Jeff Crowe, who was a member of Opendoor Labs Inc.’s board of directors until December 2020, have rights of first refusal and co-sale under the ROFR Agreement.

Pueo Keffer and Glenn Solomon, each of whom is a member of our board of directors and was a director of Opendoor Labs Inc.

until December 2020, are affiliated with AILiquidRE LLC and GGV Capital Select L.P., respectively.

David Weiden and Jeff Housenbold, each of whom was a director of Opendoor Labs Inc.

until December 2020, are affiliated with Khosla Ventures IV, LP and SVF Excalibur (Cayman) Limited, respectively.

These rights were terminated at Closing.

Voting Agreement

Opendoor Labs Inc.

was a party to the Sixth Amended and Restated Voting Agreement, dated as of February 8, 2019, pursuant to which certain holders of its capital stock, including (i) entities affiliated with AILiquidRE LLC, Khosla Ventures IV, LP, GGV Capital Select, L.P.

and SVF Excalibur (Cayman) Limited, each of which currently hold more than 5% of our capital stock, (ii) LV Opendoor JV, LLC, which is affiliated with Jon Jaffe, who is a member of our board of directors and was a member of Opendoor Labs Inc.’s board of directors until December 2020, and (iii) Norwest Venture Partners, L.P., which is affiliated with Jeff Crowe, who was a member of Opendoor Labs Inc.’s board of directors until December 2020, have agreed to vote their shares of our capital stock on certain matters, including with respect to the election of directors.

Pueo Keffer and Glenn Solomon, each of whom is a member of our board of directors and was a director of Opendoor Labs Inc.

until December 2020, are affiliated with AILiquidRE LLC and GGV Capital Select L.P., respectively.

David Weiden and Jeff Housenbold, each of whom was a director of Opendoor Labs Inc.

until December 2020, are affiliated with Khosla Ventures IV, LP and SVF Excalibur (Cayman) Limited, respectively.

This agreement was terminated at Closing.

Director and Officer Indemnification

Our amended and restated certificate of incorporation and amended and restated bylaws provide for indemnification and advancement of expenses for our directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions.

We have entered into indemnification agreements with each of our directors and officers.

PIPE Investment

Certain investors (the “PIPE Investors”) entered into certain subscription agreements (the “Subscription Agreements”) with SCH, pursuant to which the PIPE Investors subscribed for shares of common stock in connection with the PIPE Investment.

The PIPE Investors that participated in the PIPE Investment included (i) Eric Wu (25,000 shares), Carrie Wheeler (150,000 shares), Ian Wong (20,000 shares) and Gautam Gupta (20,000 shares), our CEO, CFO, CTO and former CFO, respectively, (ii) AI LiquidRE LLC (2,500,000 shares), which currently holds more than 5% of our capital stock and (iii) Len X, LLC (1,000,000 shares), an entity affiliated with Jon Jaffe, who was a member of Opendoor Labs Inc.’s board of directors until December 2020.

SCH Relationships

Founder Shares

In January 2020, the Sponsor purchased 8,625,000 of then-outstanding SCH Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (after a subsequent share capitalization on April 27, 2020) (the “founder shares”).

In March 2020, the Sponsor transferred 100,000 founder shares to each of David Spillane and Cipora Herman (two of SCH’s independent directors at the time of such transfer) at their original per-share purchase price.

On April 27, 2020, SCH effected a pro rata share capitalization resulting in an increase in the total number of founder shares outstanding from 8,625,000 to 10,350,000 in order to maintain the ownership of founder shares at 20% of the issued and outstanding ordinary shares of SCH upon consummation of its initial public offering.

The Sponsor received 1,725,000 founder shares in the share capitalization as a result of our independent directors waiving their right to receive shares in the share capitalization.

In connection with the Business Combination, upon the domestication of SCH as a Delaware corporation, 10,350,000 founder shares were converted automatically, on a one-for-one basis, into shares of our common stock.

OPENDOOR TECHNOLOGIES INC.

Private Placement Warrants

Simultaneously with the consummation of the initial public offering of SCH, the Sponsor purchased 6,133,333 warrants to purchase one SCH Class A ordinary share at an exercise price of $11.50 (the “private placement warrants”) at a price of $1.50 per warrant, or $9.2 million in the aggregate, in a private placement.

Each private placement warrant entitles the holder to purchase one SCH Class A ordinary share for $11.50 per share.

In connection with the Business Combination, upon the Domestication, each of the 6,133,333 private placement warrants converted automatically into a warrant to acquire one share of our common stock.

Subscription Agreements

Concurrently with the execution of the Merger Agreement, we entered into Subscription Agreements with the certain PIPE Investors affiliated with the Sponsor (the “Sponsor Related PIPE Investors”), pursuant to which the Sponsor Related PIPE Investors have subscribed for shares of our common stock in connection with the PIPE Investment.

The Sponsor Related PIPE Investors have funded $160,250,000 of the PIPE Investment, for which they have received 16,025,000 shares of our common stock.

Specifically, (i) ChaChaCha SPAC B, LLC, an entity affiliated with SCH Chairman and Chief Executive Officer Chamath Palihapitiya, subscribed for 10,000,000 shares of our common stock, (ii) Hedosophia Group Limited and certain of its affiliates, each of which being affiliated with our former President and director Ian Osborne, subscribed for 5,800,000 shares of our common stock and (iii) 010118 Management, L.P., an entity affiliated our director Adam Bain, subscribed for 225,000 shares of our common stock.

In addition, certain of our current and former officers participated in the PIPE Investment, as described above.

The PIPE Investors also include AI LiquidRE LLC (2,500,000 shares), which held more than 5% of Opendoor Labs Inc.’s pre-Business Combination capital stock and (iii) Len X, LLC (1,000,000 shares), an entity affiliated with our director, Jon Jaffe.

We consummated the PIPE Investment concurrently with the Closing.

Related Party Note and Advances

The Sponsor advanced SCH an aggregate of $21,631 to cover expenses related to the initial public offering.

The advances were noninterest bearing and due on demand.

Advances in the aggregate amount of $21,631 were repaid in February 2020.

On January 21, 2020, SCH issued an unsecured promissory note to the Sponsor, pursuant to which SCH borrowed an aggregate principal amount of $300,000.

The note was non-interest bearing and payable on the earlier of (i) June 30, 2020 and (ii) the completion of the initial public offering.

The borrowings outstanding under the note in the amount of $300,000 were repaid upon the consummation of the initial public offering on April 30, 2020.

On September 30, 2020, SCH issued a promissory note, pursuant to which SCH may borrow up to an aggregate principal amount of $4,000,000.

The promissory note is non-interest bearing and payable on the earlier of (i) April 30, 2022 and (ii) the completion of our initial business combination.

At September 30, 2020, there was $1,138,497 outstanding under the promissory note.

Prior to the Business Combination SCH’s audit committee reviewed on a quarterly basis all payments that were made to the Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There was no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on SCH’s behalf, although no such reimbursements were made from the proceeds of SCH’s initial public offering held in the trust account prior to the completion of the Business Combination.

Administrative Services Agreement

SCH entered into an agreement whereby, commencing on April 27, 2020 through the earlier of the consummation of a business combination or SCH’s liquidation, SCH paid an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services.

For the year ended December 31, 2020, we incurred $80,000 of such fees, which were paid at Closing.

This agreement was terminated at Closing.

Financial Advisor Fees Related to Public Offering

In connection with SCH’s initial public offering, the underwriters of SCH’s initial public offering agreed to reimburse SCH for amounts paid by SCH to Connaught (UK) Limited for financial advisory services in an amount equal to 10% of the

The information required by this Item 13 will be included in our 2022 Proxy Statement and is incorporated herein by reference.

OPENDOOR TECHNOLOGIES INC.

discount paid to the underwriters, of which $720,000 was paid at the closing of SCH’s initial public offering and $1,449,000 was paid at Closing.

Connaught (UK) Limited is an affiliate of SCH, the Sponsor and certain of SCH’s directors and officers.

Principal Accountant Fees and Services.

The information required by this Item 14 will be included in our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item 14 about our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), will be included in our 2022 Proxy Statement and is incorporated herein by reference.

OPENDOOR TECHNOLOGIES INC.

22 unchanged sentences

8-K 001-39253 3.1 12/18/2020

3.2 By l aws of Opendoor Technologies Inc.

3.2 Bylaws of Opendoor Technologies Inc.

S-1/A 333-251529 3.3 01/15/2021

4 unchanged sentences

8-K 001-39253 4.1 04/30/2020

4.3 Amendment to Warrant Agreement, dated March 22, 2021, between Opendoor Technologies Inc.

and American Stock Transfer & Trust Company, LLC, as warrant agent

10-Q 001-39253

4.3 05/12/2021

4.4 Indenture, dated as of August 20, 2021, between Opendoor Technologies Inc.

Bank National Association, as trustee

8-K 001-39253

4.1 08/24/2021

4.5 Description of Securities

10-K 001-39253 4.3 03/04/2021

10.1 Sponsor Support Agreement, dated September 15, 2020, by and among SCH Sponsor II LLC, the Company, each officer and director of the Registrant and Opendoor Labs Inc.

3 unchanged sentences

8-K/A 001-39253 10.3 09/17/2020

10.3 Form of Subscription Agreement, by and between the Registrant and the undersigne d subscriber party thereto

8-K/A 001-39253 10.1 09/17/2020

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

Exhibit Filing Date Filed Herewith

10.3 Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto

8-K/A 001-39253 10.1 09/17/2020

10.4 Amended and Restated Registration Rights Agreement, dated December 18, 2020, by and among the Company, SCH Sponsor II LLC, certain former stockholders of Opendoor Labs Inc., Cipora Herman, David Spillane and ChaChaCha SPAC B, LLC, Hedosophia Group Limited and 010118 Management, L.P.

15 unchanged sentences

8-K 001-39253 10.3 12/18/2020

10.11 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement Under 2020 Incentive Award Plan

10.11 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement u nder 2020 Incentive Award Plan

10-K 001-39253 10.11 03/04/2021

10.12 # Form of Option Agreement under the 2020 Incentive Award Plan

10-Q 001-39253 10.1 11/10/2021

10.13 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Canada) under 2020 Incentive Award Plan

10-Q 001-39253 10.1 08/11/2021

10.14 # Opendoor Technologies Inc.

1 unchanged sentence

8-K 001-39253 10.4 12/18/2020

10.15 # Opendoor Technologies Inc.

2020 Employee Stock Purchase Plan (amended and restated effective as of December 7, 2021)

10.16 # Offer Letter, dated as of October 20, 2020, by and between Opendoor Labs Inc.

and Daniel Morillo

10.17 # Amended and Restated Continued Employment Letter Agreement, dated as of September 14, 2020, by and between Opendoor Labs Inc.

S-4/A 333-249302 10.24 11/27/2020

10.14 # Offer Letter Agreement, dated as of July 22, 2019, by and between Opendoor Labs Inc.

and Tom Willerer

S-4/A 333-249302 10.25 11/27/2020

10.15 # Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc.

and Tom Willerer, dated as of September 1, 2020

S-4/A 333-249302 10.26 11/27/2020

10.16 # Offer Letter Agreement, dated as of September 18, 2019, by and between Opendoor Labs Inc.

and Julie Todaro

S-4/A 333-249302 10.27 11/27/2020

10.18 # Offer Letter Agreement, dated as of April 13, 2014, by and between Opendoor Labs Inc.

4 unchanged sentences

S-4/A 333-249302 10.29 11/27/2020

10.19 # Offer Letter Agreement, dated as of July 10, 2017, by and between Opendoor Labs Inc.

and Gautam Gupta

S-4/A 333-249302 10.30 11/27/2020

10.20 # Offer Letter Agreement, dated as of January 9, 2017, by and between Opendoor Labs Inc.

and Jason Child

S-4/A 333-249302 10.31 11/27/2020

10.20 # Offer Letter Agreement, dated as of September 3, 2020, by and between Opendoor Labs Inc.

11 unchanged sentences

OPENDOOR TECHNOLOGIES INC.

Non-Employee Director Compensation Policy

8-K 001-39253 10.13 12/18/2020

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

10.24 # Opendoor Technologies Inc.

Non-Employee Director Compensation Policy

8-K 001-39253 10.13 12/18/2020

10.25 Form of Confirmation of Call Option Transaction

8-K 001-39253

10.1 08/24/2021

21.1 List of subsidiaries of Opendoor Technologies Inc.

23.1 Consent of Deloitte & Touche LLP

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

18 unchanged sentences

OPENDOOR TECHNOLOGIES INC.

March 4, 2021 By:

February 24, 2022 By:

Chief Executive Officer

3 unchanged sentences

(Principal Executive Officer)

March 4, 2021

February 24, 2022

/s/ Carrie Wheeler

1 unchanged sentence

(Principal Financial Officer and Principal Accounting Officer)

March 4, 2021

February 24, 2022

Carrie Wheeler

/s/ Adam Bain

Director March 4, 2021

Director February 24, 2022

/s/ Cipora Herman

Director March 4, 2021

Director February 24, 2022

Cipora Herman

/s/ Jonathan Jaffe

Director March 4, 2021

Director February 24, 2022

Jonathan Jaffe

/s/ Pueo Keffer

Director March 4, 2021

Director February 24, 2022

/s/ Jason Kilar

Director March 4, 2021

Director February 24, 2022

/s/ John Rice

Director February 24, 2022

/s/ Glenn Solomon

Director March 4, 2021

Director February 24, 2022

Glenn Solomon

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures