What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-23 · 73 added, 22 removed, 217 unchanged (30% 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, 2023.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2023, which is included below.

Changes in Internal Control over Financial Reporting

28 unchanged sentences

Other Information.

Securities Trading Arrangements of Directors and Executive Officers

Rule 10b5-1 Trading Plans

The following table describes contracts, instructions or written plans for the sale or purchase of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended December 31, 2023.

Trading Arrangement

Action Date Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Maximum Shares to be Sold Expiration Date

Eric Wu ( Former Director ) (3)

11/7/2023 X (4)

15,863,232 5/9/2024

______________

(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c)

(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

Wu resigned as a member of the board of directors effective as of January 1, 2024.

(4) Because Mr.

Wu’s trading arrangement was adopted prior to the effective date of the 2022 amendments to Rule 10b5-1 and Item 408(a) of Regulation S-K, the non-Rule 10b5-1 box is checked for the purpose of disclosure required under Item 408(a) of Regulation SK;

provided, however, that such characterization should not be construed as an indication that Mr.

Wu’s trading arrangement did not comply in all respects with the applicable requirements of the Rule 10b5-1 safe harbor in effect at the time of adoption of such trading arrangement.

Rule 10b5-1 Sell to Cover Instruction Letter

On December 15, 2023 , Ms.

Carrie Wheeler , Chief Executive Officer and Director , entered into a 10b5-1 Instruction Letter (the “Instructions”) with respect to all RSUs granted or to be granted to her under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.

The Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c).

The aggregate number of shares to be sold under the Instructions is not determinable and there is no set expiration date for the Instructions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

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.

The following information with respect to our board of directors and executive officers is presented as of February 15, 2024:

Position at Opendoor Technologies Inc.

Principal Employment

Carrie Wheeler

52 Chief Executive Officer & Director

Christina Schwartz

45 Interim Chief Financial Officer & Chief Accounting Officer

Sydney Schaub

43 Chief Legal Officer

Megan Meyer Toolson

38 President, Sell Direct & Services

Co-Managing Partner, 01 Advisors

Dana Hamilton

Co-founder and President of Ameriton LLC

Cipora Herman

Former Chief Financial Officer of LA28

Managing Director, Access Technology Ventures

Former Chief Executive Officer of Warner Media, LLC

John Rice 57 Lead Independent Director

Chief Executive Officer of Management Leadership for Tomorrow

Glenn Solomon

Managing Partner, GGV Capital

Other 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, 2023 (the “Proxy Statement”) and is incorporated herein by reference.

Code of Business Conduct and Ethics

90 unchanged sentences

10.15 # Opendoor Technologies Inc.

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

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

001-39253 10.15

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

1 unchanged sentence

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.

and Ian Wong (as amended September 1, 2020)

S-4/A 333-249302 10.28 11/27/2020

10.20 # 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

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

1 unchanged sentence

S-4/A 333-249302 10.32 11/27/2020

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

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

and Carrie Wheeler

001-39253 10.22

10.19 # 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

001-39253 10.1

# Opendoor Technologies Inc.

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

001-39253 10.24

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

9 unchanged sentences

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

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

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

4 unchanged sentences

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

001-39253 10.32

Offer Letter Agreement dated as of July 6, 2016, by and between Opendoor Labs Inc.

and Christina Schwartz

001-39253 10.1

Offer Letter Agreement dated as of July 10, 2022, by and between Opendoor Labs Inc.

and Sydney Schaub

001-39253 10.2

Offer Letter Agreement dated as of March 10, 2015, by and between Opendoor Labs Inc.

and Megan Meyer

001-39253 10.1

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (India) Under 2022 Inducement Award Plan

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement ( Canada ) Under 2022 Inducement Award Plan

21.1 List of subsidiaries of Opendoor Technologies Inc.

3 unchanged sentences

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

P olicy for Recovery of Erroneously Awarded Compensation

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.

11 unchanged sentences

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

OPENDOOR TECHNOLOGIES INC.

Form 10-K Summary.

20 unchanged sentences

Director February 15, 2024

/s/ Dana Hamilton

Director February 15, 2024

Dana Hamilton

/s/ Cipora Herman

1 unchanged sentence

Cipora Herman

/s/ Jonathan Jaffe

Director February 23, 2023

Jonathan Jaffe

/s/ Pueo Keffer

7 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