What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 53 added, 224 removed, 186 unchanged (60% of the section changed)

10 unchanged sentences

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

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.

• 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.

There were no 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, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Directors, Executive Officers and Corporate Governance.

Information about our Directors

The following table presents information concerning our board of directors.

39 Chairman, Co-Founder and Chief Executive Officer

Cipora Herman

Jonathan Jaffe

John Rice 55 Director

Glenn Solomon

The following are brief biographies describing the backgrounds of our directors.

Eric Wu co-founded Opendoor and has served as our Chief Executive Officer and as Chairman of our board of directors since December 2020.

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.

Wu previously co-founded RentAdvisor.com, an apartment search company specializing in lead generation, which was later acquired by Apartment List.

Wu is a venture partner at Resolute Ventures, a venture capital firm, and an advisor for Watsi, a nonprofit healthcare crowdsourcing platform.

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 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.

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.

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.

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.

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.

Herman holds a A.B.

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 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 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.

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.

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.

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

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.

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.

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 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 .

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.

Solomon holds a B.A.

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

from Stanford University.

OPENDOOR TECHNOLOGIES INC.

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.

39 Chairman, Co-Founder and Chief Executive Officer

Carrie Wheeler

50 Chief Financial Officer

Andrew Low Ah Kee

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.

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 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.

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.

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.

to evaluate investment opportunities and accelerate portfolio company growth.

Before KKR, Mr.

Low Ah Kee was a consultant with the Boston Consulting Group.

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.

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.

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.

The information required by this item will be included in our definitive proxy statement for our 2023 annual meeting of stockholders to be filed by us with the SEC within 120 days after the end of our fiscal year ended December 31, 2022 (the “Proxy Statement”) and is incorporated herein by reference.

Code of Business Conduct and Ethics

3 unchanged sentences

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.

OPENDOOR TECHNOLOGIES INC.

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.

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

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)

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.

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.

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

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.

OPENDOOR TECHNOLOGIES INC.

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item 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.

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

OPENDOOR TECHNOLOGIES INC.

Exhibit and Financial Statement Schedules.

(a) Documents files as part of this report

(a) Documents files as part of this Annual Report on Form 10-K:

Financial Statements

The following consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Temporary Equity and Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Refer to Index to Consolidated Financial Statements in “Part II – Item 8.

Financial Statements and Supplementary Data” herein.

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.

Pursuant to the requirements of Rule 5-04(c) of Regulation S-X, the following schedule is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements contained in “Part II – Item 8.

Financial Statements and Supplementary Data” herein.

Schedule I – Condensed Financial Information of Opendoor Technologies Inc.

(Parent Company)

All other 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.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

8 unchanged sentences

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

3.2 Amended and Restated Bylaws of Opendoor Technologies Inc.

8-K 001-39253 3.1 01/24/2023

4.1 Specimen Common Stock Certificate of Opendoor Technologies Inc.

7 unchanged sentences

4.3 05/12/2021

4.4 Warrant to Purchase Shares of Common Stock of Opendoor Technologies Inc., dated July 28, 2022, to Zillow, Inc.

8-K 001-39253 99.2 08/05/2022

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

31 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 u nder 2020 Incentive Award Plan

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

8-K 001-39253 99.1 04/02/2021

7 unchanged sentences

10.15 # Opendoor Technologies Inc.

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

Amended a nd Restated 2020 Employee Stock Purchase Plan ( effective as of February 8, 2023)

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

and Daniel Morillo

10-K 001-39253 10.16 02/24/2022

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

10.18 # Amendment of Letter Agreement, dated as of December 1, 2022, by and between Opendoor Technologies Inc.

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

7 unchanged sentences

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

10.22 # A mendment of Letter Agree ment, dated as of December 1, 2022, by and between O pendoor Technologies Inc.

and Carrie Wheeler

10.23 # Opendoor Technologies Inc.

Non-Employee Director Compensation Policy

8-K 001-39253 10.13 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

OPENDOOR TECHNOLOGIES INC.

2 unchanged sentences

10.24 # Opendoor Technologies Inc.

Non-Employee Director Compensation Policy

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

Executive Severance Plan

10.25 # Change in Control Letter Agreement, dated as of January 31, 2022, by and between Opendoor Technologies Inc.

10-Q 001-39253 10.2 05/05/2022

10.26 # Change in Control Letter Agreement, dated as of January 31, 2022, by and between Opendoor Technologies Inc.

and Carrie Wheeler

10-Q 001-39253 10.3 05/05/2022

10.27 # Change in Control Letter Agreement, dated as of January 31, 2022, by and between Opendoor Technologies Inc.

and Daniel Morillo

10-Q 001-39253 10.5 05/05/2022

10.28 # Opendoor Technologies Inc.

2022 Inducement Award Plan

S-8 333-266877 99.1 08/15/2022

10.29 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement Under 2022 Inducement Award Plan

S-8 333-266877 99.2 08/15/2022

10.30 # Form of Stock Option Grant Notice and Stock Option Agreement Under 2022 Inducement Award Plan

S-8 333-266877 99.3 08/15/2022

10.31 Form of Confirmation of Call Option Transaction

1 unchanged sentence

10.1 08/24/2021

10.32 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement ( India ) under 2020 Incentive Award Plan

21.1 List of subsidiaries of Opendoor Technologies Inc.

21 unchanged sentences

February 23, 2023 By:

/s/ Carrie Wheeler

Carrie Wheeler

Chief Executive Officer

1 unchanged sentence

Signature Title Date

Chairman and Chief Executive Officer

(Principal Executive Officer)

February 24, 2022

/s/ Carrie Wheeler

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Chief Executive Officer and Director

(Principal Executive Officer)

February 23, 2023

Carrie Wheeler

/s/ Christina Schwartz

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

February 23, 2023

Christina Schwartz

/s/ Adam Bain

15 unchanged sentences

Glenn Solomon

Director February 23, 2023

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