What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-15 · 44 added, 48 removed, 242 unchanged (28% of the section changed)

41 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.

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Director Departures

On February 26, 2025, Cipora Herman provided a written notice to the Company of her intent to resign from the Board, and all committees thereof, as applicable, effective as of February 28, 2025.

Also on February 26, 2025, John Rice provided a written notice to the Company of his intent to retire from the Board at the end of his current term.

Rice will not stand for re-election at the 2025 annual meeting of stockholders (the “Annual Meeting”), and will continue to serve as a member of the Board, Lead Independent Director, and a member of the Nominating and Corporate Governance Committee of the Board until the Annual Meeting.

Herman’s resignation and Mr.

Rice’s decision not to stand for re-election were not due to any disagreement with the Company, its management, or other members of the Board.

The Board has also reduced its size from nine to eight directors, effective February 28, 2025, and further reduced its size from eight to seven directors, effective at the conclusion of the Annual Meeting.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

53 Chief Executive Officer & Director

Christina Schwartz

45 Interim Chief Financial Officer & Chief Accounting Officer

53 Chief Financial Officer

Sydney Schaub

44 Chief Legal Officer

Megan Meyer Toolson

38 President, Sell Direct & Services

Co-Managing Partner, 01 Advisors

Former President of Fannie Mae

President of LEN X , LLC

Dana Hamilton

3 unchanged sentences

Managing Director, Access Technology Ventures

Former Chief Executive Officer of Warner Media, LLC

John Rice 58 Lead Independent Director

1 unchanged sentence

Glenn Solomon

Managing Partner, GGV Capital

Managing Partner, Notable Capital

Other information required by this item will be included in our definitive proxy statement for our 2025 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, 2024 (the “Proxy Statement”) and is incorporated herein by reference.

4 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.

Insider Trading Policies and Procedures

Our Board has adopted an Insider Trading and Trading Windows Policy (“Insider Trading Policy”) that governs the purchase, sale, and/or other disposition of the Company’s securities and is applicable to all directors, officers and other employees of the Company, as well as the Company itself.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to us.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation.

2 unchanged sentences

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

OPENDOOR TECHNOLOGIES INC.

Certain Relationships and Related Transactions, and Director Independence.

43 unchanged sentences

4.6 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.

6 unchanged sentences

Exhibit Filing Date Filed Herewith

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

10.3 Form of Subscription Agreement, by and between Opendoor Labs Inc.

and the undersigned subscriber party thereto

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

28 unchanged sentences

001-39253 10.15

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

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

001-39253 10.2

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

13 unchanged sentences

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

# 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

Sales Agreement, dated May 2, 2024, by and among Opendoor Technologies Inc., Barclays Capital Inc.

and Virtu Americas LLC

S-3ASR 333-279080 1.2

# Opendoor Technologies Inc.

1 unchanged sentence

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

# 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

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

Exhibit Filing Date Filed Herewith

# 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

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

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

Form of Confirmation of Call Option Transaction

8-K 001-39253

Offer Letter Agreement, dated as of September 30, 2024, by and between Opendoor Labs Inc.

and Selim Freiha

001-39253 10.1

11 unchanged sentences

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

001-39253 10.31

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

001-39253 10.32

T ransition Agreement, dated as of September 30, 2024, by and between Opendoor Technologies Inc ., Opendoor Labs Inc.

and Christina Schwartz

001-39253 10.2

F orm of Director Offer Letter

I nsider Trading and Trading Window Policy

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

Policy for Recovery of Erroneously Awarded Compensation

001-39253 97.1

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.

5 unchanged sentences

104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) *

OPENDOOR TECHNOLOGIES INC.

________________

4 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.

13 unchanged sentences

Carrie Wheeler

/s/ Christina Schwartz

Interim Chief Financial Officer

/s/ Selim Freiha

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 27, 2025

Christina Schwartz

/s/ Adam Bain

Director February 27, 2025

/s/ David Benson

Director February 27, 2025

/s/ Eric Feder

Director February 27, 2025

/s/ Dana Hamilton

6 unchanged sentences

Director February 27, 2025

/s/ Jason Kilar

Director February 15, 2024

/s/ John Rice

4 unchanged sentences

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