Opendoor Technologies Inc. 10-K

Item 9A. Controls and Procedures. Inherent Limitations on Effectiveness of Controls In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures 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 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 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; and • 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; 104 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. • Identified and documented relevant business processes and controls that address the risks of material misstatement, and strengthened related policies and procedures; and • 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. 105 TABLE OF CONTENTS 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 106 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 107 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information about our Directors The following table presents information concerning our board of directors. Name Age Position Eric Wu 39 Chairman, Co-Founder and Chief Executive Officer Adam Bain 48 Director Cipora Herman 48 Director Jonathan Jaffe 62 Director Pueo Keffer 40 Director Jason Kilar 50 Director John Rice 55 Director Glenn Solomon 53 Director The following are brief biographies describing the backgrounds of our directors. Eric Wu . Eric Wu co-founded Opendoor and has served as our Chief Executive Officer and as Chairman of our board of directors since December 2020. Mr. 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 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. Mr. Wu previously co-founded RentAdvisor.com, an apartment search company specializing in lead generation, which was later acquired by Apartment List. Mr. Wu is a venture partner at Resolute Ventures, a venture capital firm, and an advisor for Watsi, a nonprofit healthcare crowdsourcing platform. Mr. Wu holds a B.S. in Economics from University of Arizona. We believe that Mr. 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 . 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. Mr. 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. Mr. 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. Bain has also been an independent advisor and investor in select growth-stage companies. Previously, Mr. 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. Mr. Bain earned his Bachelor of Arts in English Journalism from Miami University, in Ohio. 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 . 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. Ms. 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. Ms. 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. From February 2017 until June 2018, Ms. Herman served as Chief Financial Officer of Mori, Inc., a social e-reader platform. From October 2012 to April 2016, Ms. Herman served as the Chief Financial Officer of the National Football League’s San Francisco 49ers, a professional sports team. From 2007 to 2012, Ms. Herman served as the Vice President & Treasurer of Facebook, Inc., a social media company. Ms. Herman holds a A.B. in International Relations, an M.A. in 108 TABLE OF CONTENTS 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 also served as a member of Opendoor Labs Inc.’s board of directors from June 2018 until December 2020. Mr. 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. Mr. 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. Mr. Jaffe holds a B.A. in Architecture from the University of Florida. We believe that Mr. Jaffe is qualified to serve as a member of our board of directors because of his extensive knowledge of the housing industry and his deep operating experience. Pueo Keffer . Pueo Keffer has served on our board of directors since December 2020 and previously served as a member of Opendoor Labs Inc.’s board of directors from October 2015 until December 2020. Mr. Keffer has served as a Managing Director of Access Technology Ventures, the venture capital and growth technology investment arm of Access Industries, since April 2015. From 2009 to April 2015, Mr. Keffer was employed by Redpoint Ventures, most recently as a Partner. 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. Mr. Keffer holds a B.A. in Economics from Stanford University. We believe that Mr. 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 also served as a member of Opendoor Labs Inc.’s board of directors from March 2019 until December 2020. Mr. Kilar has served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment company, since May 2020. Mr. Kilar previously co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company. Prior to Vessel, Mr. Kilar co-founded and served as the Chief Executive Officer of Hulu, LLC, a streaming service company. Mr. Kilar previously served in a variety of senior leadership roles with Amazon.com, Inc., including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. Mr. Kilar holds a B.A. in Journalism and Business Administration from University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School. We believe that Mr. 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. John Rice has served on our board of directors since March 2021. Mr. 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. Mr. 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. Mr. 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. Mr. 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 . Glenn Solomon 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 February 2015 until December 2020. Since 2006, Mr. 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 and previously served as a director of Domo, Inc. from August 2017 to March 2019 and currently serves as a director of Hashicorp, Inc. Mr. Solomon holds a B.A. in Public Policy from Stanford University and an M.B.A. from Stanford University. We believe 109 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. that Mr. 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. Information about our Executive Officers The following table presents information concerning our executive officers. Name Age Position Eric Wu 39 Chairman, Co-Founder and Chief Executive Officer Carrie Wheeler 50 Chief Financial Officer Andrew Low Ah Kee 41 President Daniel Morillo 48 Chief Investment Officer The following are brief biographies describing the backgrounds of our executive officers. The biography for Mr. Wu appears above under the heading “Information About Our Directors.” Carrie Wheeler . Carrie Wheeler has served as our Chief Financial Officer since December 2020. Ms. 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. Ms. 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. She has previously served on a number of other corporate boards, including Neiman Marcus Group, Inc. and Petco Animal Supplies, Inc. Ms. Wheeler holds a Bachelor of Commerce from Queen’s University. Andrew Low Ah Kee . Andrew Low Ah Kee has served as our President since December 2020 and as Opendoor Labs Inc.’s President since November 2020. Mr. Low Ah Kee previously served in a range of executive positions at GoDaddy from 2014 to 2020, most recently as Chief Operating Officer. Prior to joining GoDaddy in 2014, Mr. Low Ah Kee was a Director at KKR Capstone where he worked closely with the Consumer, Technology and Media investment teams at KKR & Co. L.P. to evaluate investment opportunities and accelerate portfolio company growth. Before KKR, Mr. Low Ah Kee was a consultant with the Boston Consulting Group. Mr. Low Ah Kee holds a Bachelor of Applied Science from the University of Toronto and an MBA from Harvard Business School. Daniel Morillo . Daniel Morillo has served as our Chief Investment Officer since January 2021. Prior to joining Opendoor, Mr. Morillo served as a Managing Director and Head of Quantitative Research at Citadel between September 2015 and December 2020. Mr. Morillo previously served as the Global Head of Investment Research for Incapture Investments and the co-head of BlackRock’s Model and Portfolio Solutions group. Mr. Morillo holds a B.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. Family Relationships There are no family relationships among any of our executive officers or directors. Code of Business Conduct and Ethics We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Business Conduct and Ethics is posted on our investor relations website, investor.opendoor.com . We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address and location specified above. The information on any of our websites is deemed not to be incorporated in this Annual Report on Form 10-K or to be part of this Annual Report on Form 10-K. 110 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 11. Executive Compensation. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized For Issuance under Equity Compensation Plans (as of December 31, 2021) Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) Equity compensation plans approved by security holders (1) — — 18,445,460 (2) Restricted Stock Units 53,446,163 (3) — — Options to Purchase Common Stock 14,545,885 (4) $ 2.1191 (5) — Equity compensation plans not approved by security holders — — — Total 67,992,048 $ 2.1191 18,445,460 (1) Consists of the 2014 Plan, the 2020 Plan and the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”). (2) No additional awards will be granted under the 2014 Plan and, as a result, no shares remain available for issuance for new awards under the 2014 Plan. The number of shares authorized under our 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding fiscal year over (2) the number of shares reserved for issuance under the 2020 Plan as of such date and (B) such smaller number of shares as determined by our Board. The number of shares authorized under our ESPP will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) 1% of the shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such smaller number of shares of Common Stock as determined by our Board; provided, however, that no more than 54,385,060 shares of Common Stock may be issued under the ESPP. (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. Other 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 will be included in our 2022 Proxy Statement and is incorporated herein by reference. 111 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 14. Principal Accountant Fees and Services. 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. 112 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Documents files as part of this report 1. Financial Statements The following consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K: Page Report of Independent Registered Public Accounting Firm 57 Consolidated Balance Sheets 59 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Loss 61 Consolidated Statements of Changes in Temporary Equity and Shareholders’ Equity (Deficit) 62 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 66 2. Financial Statement Schedules All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required. 3. Exhibits † The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger, dated as of September 15, 2020, by and among Social Capital Hedosophia Corp. II, Hestia Merger Sub Inc. and Opendoor Labs Inc. 8-K 001-39253 2.1 09/17/2020 3.1 Certificate of Incorporation of Opendoor Technologies Inc. 8-K 001-39253 3.1 12/18/2020 3.2 Bylaws of Opendoor Technologies Inc. S-1/A 333-251529 3.3 01/15/2021 4.1 Specimen Common Stock Certificate of Opendoor Technologies Inc. S-4/A 333-249302 4.5 11/06/2020 4.2 Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp. II. and Continental Stock Transfer & Trust Company, as warrant agent 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. and U.S. 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. 8-K/A 001-39253 10.2 09/17/2020 10.2 Opendoor Holders Support Agreement, dated September 15, 2020, by and among the Company , Opendoor Labs Inc. and certain stockholders of Opendoor Labs Inc. 8-K/A 001-39253 10.3 09/17/2020 113 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Exhibit No. Description Form File No. 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. 8-K 001-39253 10.14 12/18/2020 10.5 Convertible Notes Exchange Agreement, dated as of September 14, 2020, by and among Opendoor Labs Inc. and the holders party thereto S-4 333-249302 10.5 10/05/2020 10.6 Form of Indemnification Agreement 8-K 001-39253 10.1 12/18/2020 10.7 # Opendoor Labs Inc. 2014 Stock Plan S-4 333-249302 10.18 10/05/2020 10.8 # Form of Notice of Restricted Stock Unit Grant and RSU Terms and Conditions Under 2014 Stock Plan S-4 333-249302 10.19 10/05/2020 10.9 # Form of Notice of Stock Option Grant and Stock Option Agreement under 2014 Stock Plan S-4/A 333-249302 10.20 11/25/2020 10.10 # Opendoor Technologies Inc. 2020 Incentive Award Plan 8-K 001-39253 10.3 12/18/2020 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. 2020 Employee Stock Purchase Plan 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. and Eric Wu S-4/A 333-249302 10.24 11/27/2020 10.18 # Offer Letter Agreement, dated as of April 13, 2014, by and between Opendoor Labs Inc. and Ian Wong (as amended September 1, 2020) S-4/A 333-249302 10.28 11/27/2020 10.19 # Amendment to Offer Letter Agreement, entered into as of April 13, 2014, by and between Opendoor Labs Inc. and Ian Wong, dated as of September 1, 2020 S-4/A 333-249302 10.29 11/27/2020 10.20 # Offer Letter Agreement, dated as of September 3, 2020, by and between Opendoor Labs Inc. and Carrie Wheeler S-4/A 333-249302 10.32 11/27/2020 10.21 # Offer Letter Agreement, dated as of October 22, 2020, by and between Opendoor Labs Inc. and Andrew Low Ah Kee 8-K 001-39253 10.12 12/18/2020 10.22 # Offer Letter Agreement, dated as of December 20, 2016, by and between Opendoor Labs Inc. and Elizabeth Stevens S-1/A 333-251529 10.24 01/13/2021 10.23 # Retention Bonus Agreement, dated as of September 26, 2019, by and between Opendoor Labs Inc. and Elizabeth Stevens S-1/A 333-251529 10.25 01/13/2021 114 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Exhibit No. 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 * 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. * 101.SCH Inline XBRL Taxonomy Extension Schema Document. * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. * 104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) * ________________ * Filed herewith. ** Furnished herewith. # Indicates management contract or compensatory plan. † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. Item 16. Form 10-K Summary. None. 115 OPENDOOR TECHNOLOGIES INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OPENDOOR TECHNOLOGIES INC. Date: February 24, 2022 By: /s/ Eric Wu Name: Eric Wu Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Eric Wu Chairman and Chief Executive Officer (Principal Executive Officer) February 24, 2022 Eric Wu /s/ Carrie Wheeler Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 24, 2022 Carrie Wheeler /s/ Adam Bain Director February 24, 2022 Adam Bain /s/ Cipora Herman Director February 24, 2022 Cipora Herman /s/ Jonathan Jaffe Director February 24, 2022 Jonathan Jaffe /s/ Pueo Keffer Director February 24, 2022 Pueo Keffer /s/ Jason Kilar Director February 24, 2022 Jason Kilar /s/ John Rice Director February 24, 2022 John Rice /s/ Glenn Solomon Director February 24, 2022 Glenn Solomon 116