Opendoor Technologies Inc. 10-Q

Item 1. Financial Statements. OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except s hare data) (Unaudited) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 962 $ 671 Restricted cash 490 92 Marketable securities — 8 Escrow receivable 9 6 Real estate inventory, net 1,053 2,159 Other current assets 73 61 Total current assets 2,587 2,997 PROPERTY AND EQUIPMENT – Net 31 48 RIGHT OF USE ASSETS 9 18 GOODWILL 3 3 OTHER ASSETS 70 60 TOTAL ASSETS (1) $ 2,700 $ 3,126 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and other accrued liabilities $ 91 $ 92 Non-recourse asset-backed debt – current portion 374 432 Convertible senior notes – current portion 439 — Interest payable 9 3 Lease liabilities – current portion 1 2 Total current liabilities 914 529 NON-RECOURSE ASSET-BACKED DEBT – Net of current portion 966 1,492 CONVERTIBLE SENIOR NOTES – Net of current portion — 378 LEASE LIABILITIES – Net of current portion 7 13 OTHER LIABILITIES 2 1 Total liabilities (2) 1,889 2,413 COMMITMENTS AND CONTINGENCIES (See Note 15) SHAREHOLDERS’ EQUITY: Common stock, $ 0.0001 par value; 3,000,000,000 shares authorized; 771,534,057 and 719,990,121 shares issued, respectively; 771,534,057 and 719,990,121 shares outstanding, respectively — — Additional paid-in capital 4,740 4,438 Accumulated deficit ( 3,929 ) ( 3,725 ) Accumulated other comprehensive loss — — Total shareholders’ equity 811 713 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,700 $ 3,126 ________________ (1) The Company’s consolidated assets at September 30, 2025 and December 31, 2024 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $ 480 and $ 81 ; Real estate inventory, net, $ 1,035 and $ 2,141 ; Escrow receivable, $ 9 and $ 6 ; Other current assets, $ 4 and $ 8 ; and Total assets of $ 1,528 and $ 2,236 , respectively. (2) The Company’s consolidated liabilities at September 30, 2025 and December 31, 2024 include the following liabilities for which the VIE creditors generally do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $ 18 and $ 21 ; Current portion of non-recourse asset-backed debt, $ 374 and $ 432 ; Interest payable, $ 1 and $ 3 ; Non-recourse asset-backed debt, net of current portion, $ 966 and $ 1,492 ; and Total liabilities, $ 1,359 and $ 1,948 , respectively. See “ Note 4. Variable Interest Entities ” for additional information regarding our VIEs. See accompanying notes to condensed consolidated financial statements. 3 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share amounts which are presented in thousands, and per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 REVENUE $ 915 $ 1,377 $ 3,635 $ 4,069 COST OF REVENUE 849 1,272 3,342 3,721 GROSS PROFIT 66 105 293 348 OPERATING EXPENSES: Sales, marketing and operations 66 96 250 325 General and administrative 48 46 109 141 Technology and development 19 30 61 108 Restructuring 1 — 10 — Total operating expenses 134 172 430 574 LOSS FROM OPERATIONS ( 68 ) ( 67 ) ( 137 ) ( 226 ) (LOSS) GAIN ON EXTINGUISHMENT OF DEBT ( 1 ) — 9 ( 1 ) INTEREST EXPENSE ( 34 ) ( 34 ) ( 103 ) ( 101 ) OTHER INCOME – Net 14 23 28 50 LOSS BEFORE INCOME TAXES ( 89 ) ( 78 ) ( 203 ) ( 278 ) INCOME TAX EXPENSE ( 1 ) — ( 1 ) ( 1 ) NET LOSS $ ( 90 ) $ ( 78 ) $ ( 204 ) $ ( 279 ) Net loss per share attributable to common shareholders: Basic $ ( 0.12 ) $ ( 0.11 ) $ ( 0.28 ) $ ( 0.40 ) Diluted $ ( 0.12 ) $ ( 0.11 ) $ ( 0.28 ) $ ( 0.40 ) Weighted-average shares outstanding: Basic 741,939 705,359 731,722 693,796 Diluted 741,939 705,359 731,722 693,796 See accompanying notes to condensed consolidated financial statements. 4 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In millions) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 NET LOSS $ ( 90 ) $ ( 78 ) $ ( 204 ) $ ( 279 ) OTHER COMPREHENSIVE INCOME: Unrealized gain on marketable securities — — — 1 COMPREHENSIVE LOSS $ ( 90 ) $ ( 78 ) $ ( 204 ) $ ( 278 ) See accompanying notes to condensed consolidated financial statements. 5 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In millions, except number of shares) (Unaudited) Shareholders’ Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount BALANCE–June 30, 2025 733,592,980 $ — $ 4,470 $ ( 3,839 ) $ — $ 631 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 6,897,890 — — — — — Exercise of stock options 2,648,969 — 4 — — 4 Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 641,139 — 1 — — 1 Issuance of common stock in connection with PIPE offering, net of equity issuance costs 6,165,412 — 41 — — 41 Issuance of common stock under at-the-market offering, net of equity issuance costs 21,587,667 — 195 — — 195 Settlement of Capped Calls related to the 2026 Notes — — 1 — — 1 Stock-based compensation — — 28 — — 28 Other comprehensive income — — — — — — Net loss — — — ( 90 ) — ( 90 ) BALANCE–September 30, 2025 771,534,057 $ — $ 4,740 $ ( 3,929 ) $ — $ 811 Shareholders’ Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount BALANCE–December 31, 2024 719,990,121 $ — $ 4,438 $ ( 3,725 ) $ — $ 713 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 19,528,927 — 2 — — 2 Exercise of stock options 2,677,452 — 4 — — 4 Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 1,584,478 — 2 — — 2 Issuance of common stock in connection with PIPE offering, net of equity issuance costs 6,165,412 — 41 — — 41 Issuance of common stock under at-the-market offering, net of equity issuance costs 21,587,667 — 195 — — 195 Settlement of Capped Calls related to the 2026 Notes — — 1 — — 1 Stock-based compensation — — 57 — — 57 Other comprehensive income — — — — — — Net loss — — — ( 204 ) — ( 204 ) BALANCE–September 30, 2025 771,534,057 $ — $ 4,740 $ ( 3,929 ) $ — $ 811 6 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In millions, except number of shares) (Unaudited) Shareholders’ Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount BALANCE–June 30, 2024 698,843,166 $ — $ 4,379 $ ( 3,534 ) $ — $ 845 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 11,194,753 — 1 — — 1 Exercise of stock options 169,483 — — — — — Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 1,453,469 — 3 — — 3 Stock-based compensation — — 30 — — 30 Other comprehensive income — — — — — — Net loss — — — ( 78 ) — ( 78 ) BALANCE–September 30, 2024 711,660,871 $ — $ 4,413 $ ( 3,612 ) $ — $ 801 Shareholders’ Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount BALANCE–December 31, 2023 677,636,163 $ — $ 4,301 $ ( 3,333 ) $ ( 1 ) $ 967 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 30,590,634 — 1 — — 1 Exercise of stock options 363,277 — — — — — Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 3,070,797 — 5 — — 5 Stock-based compensation — — 106 — — 106 Other comprehensive income — — — — 1 1 Net loss — — — ( 279 ) — ( 279 ) BALANCE–September 30, 2024 711,660,871 $ — $ 4,413 $ ( 3,612 ) $ — $ 801 See accompanying notes to condensed consolidated financial statements. 7 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 204 ) $ ( 279 ) Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities: Depreciation and amortization  33 37 Amortization of right of use asset 2 4 Stock-based compensation 54 91 Inventory valuation adjustment 48 51 Changes in fair value of equity securities 3 7 Other 7 6 (Gain) loss on extinguishment of debt ( 9 ) 1 Gain on deconsolidation, net — ( 14 ) Changes in operating assets and liabilities: Escrow receivable ( 3 ) ( 6 ) Real estate inventory 1,054 ( 422 ) Other assets ( 15 ) 9 Accounts payable and other accrued liabilities 4 4 Interest payable 6 1 Lease liabilities ( 1 ) ( 5 ) Net cash provided by (used in) operating activities 979 ( 515 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 9 ) ( 22 ) Proceeds from sales, maturities, redemptions and paydowns of marketable securities 6 55 Purchase of equity investments ( 6 ) — Cash impact of deconsolidation of subsidiaries — ( 2 ) Net cash (used in) provided by investing activities ( 9 ) 31 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of convertible senior notes, net of discount 75 — Settlement of capped calls related to the convertible senior notes 1 — Proceeds from exercise of stock options 4 — Proceeds from issuance of common stock for ESPP 2 5 Proceeds from PIPE offering 41 — Proceeds from the issuance of common stock under at-the-market offering, net 198 — Proceeds from non-recourse asset-backed debt 684 417 Principal payments on non-recourse asset-backed debt ( 1,268 ) ( 424 ) Payment of loan origination fees and debt issuance costs ( 16 ) — Other financing activities ( 2 ) — Net cash used in financing activities ( 281 ) ( 2 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 689 ( 486 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of period 763 1,540 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period $ 1,452 $ 1,054 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest $ 88 $ 93 DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Stock-based compensation expense capitalized for internally developed software $ 3 $ 15 Principal value of 2026 Notes extinguished in Debt Exchange $ ( 246 ) $ — Principal value of 2030 Notes issued in Debt Exchange $ 246 $ — Investment in non-marketable equity securities of deconsolidated entities $ 3 $ 39 RECONCILIATION TO CONDENSED CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 962 $ 829 Restricted cash 490 225 Cash, cash equivalents, and restricted cash $ 1,452 $ 1,054 See accompanying notes to condensed consolidated financial statements. 8 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) 1. DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES Description of Business Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a managed marketplace for residential real estate. By leveraging its centralized digital platform, Opendoor is working towards a future that enables sellers and buyers of residential real estate to experience a simple and certain transaction that is dramatically improved from the traditional process. The Company was incorporated in Delaware on December 30, 2013. The Company completed a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.”, was completed on December 18, 2020, and was accounted for as a reverse recapitalization, in accordance with GAAP. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements as of September 30, 2025 and December 31, 2024 and for the three and nine month periods ended September 30, 2025 and 2024 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 ( the “Annual Report”) filed on February 27, 2025. At-The-Market Equity Offering In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $ 200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the three and nine months ended September 30, 2025, the Company issued and sold an aggregate of 21,587,667 shares at a weighted average price of $ 9.26 per share, under the ATM Agreement for total cash proceeds, after commissions, of approximately $ 198 million, and Net Proceeds, as defined in the ATM Agreement, of approximately $ 195 million. As of September 30 2025, there are no shares available for issuance under the ATM Agreement. Private Investment in Public Equity Offerings On September 10, 2025, the Company closed certain private investment in public equity (“PIPE”) offerings and entered into purchase agreements with accredited investors that resulted in aggregate gross cash proceeds to the Company of approximately $ 41 million. See “Note 13 — Related Parties” to the condensed consolidated financial statements for details regarding the PIPE offerings. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that have a material impact on the amounts reported in the financial statements and accompanying notes. Significant estimates, assumptions and judgments made by management include, among others, share-based awards and 9 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) inventory valuation adjustment. Management believes that the estimates and judgments upon which management relies are reasonable based upon information available to management at the time that these estimates and judgments are made. To the extent there are material differences between these estimates, assumptions and judgments and actual results, the carrying values of the Company’s assets and liabilities and the results of operations will be affected. The health of the residential housing market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates and assumptions, which may materially impact the estimates previously listed, among others. Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following factors could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: its rates of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand for and pricing of its products and on the cost of capital; its ability to leverage artificial intelligence (“AI”) to drive operational efficiency; impacts to its business from political and regulatory activity, including recent trade policies, potential increased tariffs; changes in technology, products, markets or services by the Company or its competitors; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events, such as pandemics or epidemics; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, and investments in marketable and non-marketable securities. The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Part II – Item 8 – Financial Statements and Supplementary Data – Note 1. Description of Business and Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the nine-month period ended September 30, 2025, except as noted below. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The impairment loss recognized for the periods presented is primarily related to impairment of certain internally developed software projects. The impairment loss recognized during the periods presented is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Technology and development $ 2 $ 1 5 4 Total impairment loss $ 2 $ 1 $ 5 $ 4 10 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) Convertible Senior Notes The Company accounts for each series of its convertible senior notes wholly as debt. The Company has not identified any material embedded features contained within its notes which would require bifurcation from the debt host. As applicable, any debt discount and debt issuance costs incurred in connection with the issuance of the notes are recorded as a direct deduction from the carrying amount of the notes. These amounts are amortized to interest expense using the effective interest method over the expected term of the notes, or if applicable, to the earliest date the noteholder may exercise a put option. Upon conversion, the carrying amount of the notes, including any unamortized debt issuance costs and unamortized discounts, are reduced by cash paid, with any difference being reflected as a change in equity. No gain or loss will be recognized upon conversion. Upon extinguishment of any portion of the notes, the difference between the repurchase price of the extinguished notes and the respective net carrying amount is recorded as a gain or loss in (Loss) gain on extinguishment of debt in the condensed consolidated statements of operations. See “Note 5 — Credit Facilities and Long-Term Debt” for further details on the Company’s notes. Stock-Based Compensation Market Condition Restricted Stock Units (“RSUs”) The Company has granted certain employees dual-trigger RSUs with vesting conditions including both an applicable market condition as well as a service condition. As described in the share agreement, the applicable market condition is satisfied upon the Company's achievement of certain share price milestones, while the service condition is satisfied through continued service to the Company. For market-based RSUs, the Company determines the grant-date fair value utilizing Monte Carlo simulations, which incorporate various assumptions, including expected stock price volatility, contractual term, dividend yield, and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the Company’s historical stock price volatility. As the Company had no history of dividend payments and had not declared any prospective dividends, a 0 % dividend yield was assumed. For stock-based compensation, each market-based condition is treated as an accounting unit and expense is recognized over the requisite service period with respect to each unit. The Company determines the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, if any, using the longer of the two service periods as the requisite service period. Recently Issued Accounting Standards Recently Adopted Accounting Standards For the nine months ended September 30, 2025, the Company did not adopt any material new accounting standards. Recently Issued Accounting Standards Not Yet Adopted In October 2023, the FASB issued ASU 2023-06 which is intended to clarify or improve disclosure and presentation requirements of a variety of topics. It will allow users to more easily compare entities subject to the U.S. Securities and Exchange Commission's ( “ SEC”) existing disclosures with those entities that were not previously subject to the requirements and align the requirements in the FASB accounting standard codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the applicable disclosure requirement by June 30, 2027, the amendment will not be effective for any entity. Early adoption is prohibited. The Company is currently assessing the impact on the Company's disclosures. In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes paid. This guidance is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently assessing the impact on the Company's disclosures. 11 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) In November 2024, the FASB issued ASU 2024-03, which is intended to improve the disclosures about a public business entity’s expenses and provide detailed information about the types of expenses in commonly presented expense captions. The new guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact on the Company's condensed consolidated financial statements and disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today. The effective date for the standard is for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-06 should be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact on the Company's condensed consolidated financial statements and disclosures. In September 2025, the FASB issued an accounting standards update, ASU 2025-07. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-07 should be applied either prospectively or by utilizing a modified retrospective approach. The Company is currently assessing the impact on the Company's condensed consolidated financial statements and disclosures. 2. REAL ESTATE INVENTORY The following table presents the components of inventory, net of applicable inventory valuation adjustments of $ 32 million and $ 26 million, as of September 30, 2025 and December 31, 2024, respectively (in millions): September 30, 2025 December 31, 2024 Work in progress $ 122 $ 577 Finished goods: Listed for sale 657 1,302 Under contract for sale 274 280 Total real estate inventory $ 1,053 $ 2,159 As of September 30, 2025, the Company was in contract to purchase 526 homes for an aggregate purchase price of $ 164 million. During the three and nine months ended September 30, 2025, the Company recorded valuation adjustments for real estate inventory of $ 15 million and $ 48 million, respectively, in Cost of revenue in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recorded valuation adjustments for real estate inventory of $ 10 million and $ 51 million, respectively, in Cost of revenue in the condensed consolidated statements of operations. 12 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) 3. CASH, CASH EQUIVALENTS, AND INVESTMENTS The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of September 30, 2025 and December 31, 2024, were as follows (in millions): September 30, 2025 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 54 $ — $ — $ 54 $ 54 $ — Money market funds 908 — — 908 908 — Total $ 962 $ — $ — $ 962 $ 962 $ — December 31, 2024 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 60 $ — $ — $ 60 $ 60 $ — Money market funds 611 — — 611 611 — Equity securities 8 — — 8 — 8 Total $ 679 $ — $ — $ 679 $ 671 $ 8 The Company had no marketable equity securities as of September 30, 2025. During the three and nine months ended September 30, 2024, the Company recognized $ 3 million and $ 7 million of net unrealized losses in the condensed consolidated statements of operations related to marketable equity securities held as of September 30, 2024. A summary of non-marketable equity securities and equity method investment balances as of September 30, 2025 and December 31, 2024 were as follows (in millions): September 30, 2025 December 31, 2024 Equity method investments $ 20 $ 20 Non-marketable equity securities 48 39 Total $ 68 $ 59 No unrealized losses were recognized during both the three and nine months ended September 30, 2025 and September 30, 2024 in the condensed consolidated statements of operations related to non-marketable equity securities held as of September 30, 2025 and September 30, 2024, respectively. 4. VARIABLE INTEREST ENTITIES The Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis. The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs. 13 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of September 30, 2025 and December 31, 2024 (in millions): September 30, 2025 December 31, 2024 Assets Restricted cash $ 480 $ 81 Real estate inventory, net 1,035 2,141 Other (1) 13 14 Total assets $ 1,528 $ 2,236 Liabilities Non-recourse asset-backed debt $ 1,340 $ 1,924 Other (2) 19 24 Total liabilities $ 1,359 $ 1,948 ________________ (1) Includes escrow receivable and other current assets. (2) Includes accounts payable and other accrued liabilities and interest payable. The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs. However, certain of the financial covenants included in the inventory financing facilities to which the VIEs are party are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. As a result, under certain circumstances, this may limit the Company's flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. See “Note 5 — Credit Facilities and Long-Term Debt” for further discussion of the recourse obligations with respect to the VIEs. 14 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) 5. CREDIT FACILITIES AND LONG-TERM DEBT The following tables summarize certain details related to the Company's non-recourse asset-backed debt as of September 30, 2025 and December 31, 2024 (in millions, except interest rates): Outstanding Amount September 30, 2025 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ — $ — — % June 25, 2027 June 25, 2027 Revolving Facility 2018-3 1,000 6 — 7.28 % September 29, 2026 September 29, 2026 Revolving Facility 2019-1 300 — — 7.24 % February 18, 2027 February 18, 2027 Revolving Facility 2019-2 300 — — 7.15 % October 2, 2026 October 1, 2027 Revolving Facility 2019-3 100 — — 7.28 % April 5, 2027 April 3, 2028 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 400 100 — 5.88 % February 24, 2026 August 24, 2026 Term Debt Facility 2021-S2 268 268 — 3.57 % September 10, 2025 March 10, 2026 Term Debt Facility 2021-S3 1,000 — 625 3.75 % January 31, 2027 July 31, 2027 Total $ 4,368 $ 374 $ 625 Issuance Costs — ( 4 ) Carrying Value $ 374 $ 621 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 3,000 — 200 12.00 % February 25, 2028 February 25, 2029 Term Debt Facility 2022-M1 250 — 150 12.24 % January 31, 2027 November 1, 2027 Total $ 3,250 $ — $ 350 Issuance Costs ( 5 ) Carrying Value $ 345 Total Non-Recourse Asset-backed Debt $ 7,618 $ 374 $ 966 15 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) Outstanding Amount December 31, 2024 Current Non-Current Weighted Average Interest Rate Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ — $ — — % Revolving Facility 2018-3 182 — 8.00 % Revolving Facility 2019-1 — — — % Revolving Facility 2019-2 — — — % Revolving Facility 2019-3 — — 8.13 % Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 — 100 3.48 % Term Debt Facility 2021-S2 — 300 3.31 % Term Debt Facility 2021-S3 — 750 3.75 % Term Debt Facility 2022-S1 250 — 4.07 % Total $ 432 $ 1,150 Issuance Costs — ( 7 ) Carrying Value $ 432 $ 1,143 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ — $ 200 10.00 % Term Debt Facility 2022-M1 $ — $ 150 10.00 % Total $ — $ 350 Issuance Costs ( 1 ) Carrying Value $ 349 Total Non-Recourse Asset-backed Debt $ 432 $ 1,492 Non-Recourse Asset-backed Debt The Company utilizes inventory financing facilities consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. These inventory financing facilities are typically secured by some combination of restricted cash, equity in real estate owning subsidiaries and related holding companies, and, for senior facilities, the real estate inventory financed by the relevant facility and/or beneficial interests in such inventory. Each of the borrowers under the inventory financing facilities is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such borrower subsidiaries are generally available to satisfy the debts and other obligations of any other Opendoor entities. The inventory financing facilities are non-recourse to the Company and are non-recourse to Opendoor subsidiaries not party to the relevant facilities, except for limited guarantees provided by an Opendoor subsidiary for certain obligations involving “bad acts” by an Opendoor entity and certain other limited circumstances. As of September 30, 2025, the Company had total borrowing capacity with respect to its non-recourse asset-backed debt of $ 7.6 billion. Borrowing capacity amounts under non-recourse asset-backed debt as reflected in the table above are in some cases not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. Any amounts repaid for senior term and mezzanine term debt facilities reduce total borrowing capacity as repaid amounts are not available to be reborrowed. As of September 30, 2025, the Company had committed borrowing capacity with respect to the Company’s non-recourse asset-backed debt of $ 1.8 billion; this committed borrowing capacity is comprised of $ 400 million for senior revolving credit facilities, $ 993 million for senior term debt facilities, and $ 450 million for mezzanine term debt facilities. 16 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) Asset-backed Senior Revolving Credit Facilities The Company classifies the senior revolving credit facilities as current liabilities on the Company’s condensed consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months. The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months, as may be amended and extended from time to time, during which time amounts can be borrowed, repaid and borrowed again. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above. Outstanding amounts drawn under each senior revolving credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and revolving period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under the senior revolving credit facilities accrue interest at various floating rates based on a secured overnight financing rate (“SOFR”), plus a margin that varies by facility. The Company may also pay fees on certain unused portions of committed borrowing capacity. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary breakage costs. The senior revolving credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the outstanding balance under the related senior revolving credit facility. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility. Asset-backed Senior Term Debt Facilities The Company classifies its senior term debt facilities as current or non-current liabilities on the Company’s condensed consolidated balance sheets based on the applicable final maturity date. The senior term debt facilities are typically structured with an initial withdrawal period up to 60 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility. Outstanding amounts drawn under each senior term debt facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under the senior term debt facilities accrue interest at a fixed rate. The Company’s senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities' respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties. The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility, the time those properties are in the Company’s possession and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility. Asset-backed Mezzanine Term Debt Facilities The Company classifies its mezzanine term debt facilities as current or non-current liabilities on the Company’s condensed consolidated balance sheets based on the applicable final maturity date. These facilities are structurally and contractually subordinated to the related asset-backed senior debt facilities. 17 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) The mezzanine term debt facilities have been structured with an initial withdrawal period of up to 42 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity. Outstanding amounts drawn under the mezzanine term debt facilities are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity date and withdrawal period end date reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under a given mezzanine term debt facility accrue interest at a fixed rate. The Company’s mezzanine term debt facilities include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties. The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility. Covenants The Company’s inventory financing facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these inventory financing facilities and related financing documents require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). Certain of these financial covenants are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. As a result, under certain circumstances, this may limit the Company’s flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. At September 30, 2025 and December 31, 2024, $ 200 million and $ 250 million, respectively, of the Company’s net assets were restricted as they reflect minimum net asset requirements at Opendoor Labs Inc. As of September 30, 2025, the Company was in compliance with all financial covenants and no event of default had occurred. Convertible Senior Notes In August 2021, the Company issued 0.25 % senior convertible notes due 2026 (the “2026 Notes”) and in May 2025, the Company issued 7.00 % senior convertible notes due 2030 (the “2030 Notes”; collectively with the 2026 Notes, “Convertible Senior Notes”). The following tables summarize certain details related to the Convertible Senior Notes (in millions, except interest rates): September 30, 2025 Remaining Aggregate Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount 2026 Notes $ 135 $ — $ 135 2030 Notes 325 ( 21 ) 304 Total Convertible Senior Notes $ 460 $ ( 21 ) $ 439 December 31, 2024 Remaining Aggregate Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount 2026 Notes $ 381 $ ( 3 ) $ 378 Total Convertible Senior Notes $ 381 $ ( 3 ) $ 378 18 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) September 30, 2025 Maturity Date Stated Cash Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Conversion Rate Conversion Price 2026 Notes August 15, 2026 0.25 % 0.78 % February 15; August 15 51.9926 $ 19.23 2030 Notes May 15, 2030 7.00 % 9.47 % May 15; November 15 637.105 $ 1.57 2026 Notes The 2026 Notes are convertible at the option of the holders of the 2026 Notes before February 15, 2026 only upon the occurrence of certain events. In addition, the holders of the 2026 Notes will have the right to require the Company to repurchase all or part of their 2026 Notes if certain corporate events occur that constitute a fundamental change. Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes, in whole or in part, upon meeting certain conditions related to the price of the Company's common stock. The redemption price will be paid in cash equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any. Beginning on February 15, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2026 Notes are convertible at any time at the election of each noteholder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company's common stock, at the Company's election, for the remaining amount, if any, based on the applicable conversion rate. Refer to 2030 Notes section below for information regarding the extinguishment of certain 2026 Notes. 2030 Notes In May 2025, the Company entered into privately negotiated transactions with certain holders of the 2026 Notes and new investors, pursuant to which the Company issued $ 325 million aggregate principal amount of 2030 Notes consisting of (i) $ 246 million aggregate principal amount of 2030 Notes issued in exchange for $ 246 million principal amount of 2026 Notes (the “Debt Exchange") and (ii) $ 79 million aggregate principal amount of 2030 Notes issued for cash. Such transactions resulted in gross cash proceeds of $ 75 million, excluding certain fees and other offering expenses, and represent an issue price of 95 %. The Company accounted for the Debt Exchange of the 2026 Notes as a debt extinguishment and recorded $ 10 million of gain on debt extinguishment, included within the Company's condensed consolidated statements of operations. The 2030 Notes are convertible at the option of the holders of the 2030 Notes before November 15, 2029 only upon the occurrence of certain events. In addition, the holders of the 2030 Notes will have the right to require the Company to repurchase all or part of their 2030 Notes (i) if certain corporate events occur that constitute a fundamental change or (ii) for a one-time optional repurchase on May 15, 2028. Beginning on May 22, 2028, the Company has the option to redeem the 2030 Notes, in whole or in part, upon meeting certain conditions related to the price of the Company's common stock. The redemption or repurchase price will be paid in cash equal to 100 % of the principal amount of the 2030 Notes to be redeemed or repurchased, plus accrued and unpaid interest, if any. Beginning on November 15, 2029 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Notes are convertible at any time at the election of each noteholder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, under certain circumstances, be increased for a specified period of time. Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company's common stock, at the Company's election, for the remaining amount, if any, based on the applicable conversion rate. The 2030 Notes become convertible during any calendar quarter if, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for at least 20 trading days. This condition was met during the third quarter of 2025. Accordingly, the 2030 Notes are convertible at the option of the noteholders from October 1, 2025 through December 31, 2025 and are classified as a current liability in the condensed consolidated balance sheet as of September 30, 2025. 19 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) The following table summarizes the interest expense related to the Convertible Senior Notes (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Contractual interest $ 6 $ 1 $ 9 $ 1 Amortization of debt discount and issuance costs 2 — 4 1 Total Convertible Senior Notes interest expense $ 8 $ 1 $ 13 $ 2 Capped Calls In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased capped calls (the “Capped Calls”) from certain financial institutions at a cost of $ 119 million. The Capped Calls covered, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes. By entering into the Capped Calls, the Company expected to reduce the potential dilution to its common stock (or, in the event a conversion of the 2026 Notes was settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeded the conversion price. The Capped Calls had an initial strike price of $ 19.23 per share and an initial cap price of $ 29.59 per share or a cap price premium of 100 %. In December 2024, the Company settled 75 % of the Capped Calls. In August 2025, the Company settled the remaining outstanding Capped Calls and received cash of $ 1 million from certain counterparties, which was recognized as an increase in additional paid-in-capital in the third quarter of 2025. 6. FAIR VALUE DISCLOSURES The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Following is a discussion of the fair value hierarchy and the valuation methodologies used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value. Fair Value Hierarchy Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. 20 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) Estimation of Fair Value The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities recorded at fair value on a recurring basis. Asset/Liability Class Valuation Methodology, Inputs and Assumptions Classification Marketable securities Equity securities Price is quoted given the securities are traded on an exchange. Level 1 recurring fair value measurement. Assets and Liabilities Recorded at Fair Value on a Recurring Basis As of September 30, 2025, the Company did not have any assets or liabilities measured at fair value on a recurring basis. The following table presents the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of December 31, 2024 (in millions): December 31, 2024 Balance at Fair Value Level 1 Level 2 Level 3 Marketable securities: Equity securities $ 8 $ 8 $ — $ — Total assets $ 8 $ 8 $ — $ — Fair Value of Financial Instruments The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions): September 30, 2025 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 962 $ 962 $ 962 $ — Restricted cash 490 490 490 — Liabilities: Non-recourse asset-backed debt – current portion $ 374 $ 370 $ — $ 370 Convertible senior notes – current portion 439 1,819 — 1,819 Non-recourse asset-backed debt – net of current portion 966 957 — 957 December 31, 2024 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 671 $ 671 $ 671 $ — Restricted cash 92 92 92 — Liabilities: Non-recourse asset-backed debt – current portion $ 432 $ 431 $ — $ 431 Non-recourse asset-backed debt – net of current portion 1,492 1,443 — 1,443 Convertible senior notes – net of current portion 378 336 — 336 21 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) 7. PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2025 and December 31, 2024, consisted of the following (in millions): September 30, 2025 December 31, 2024 Internally developed software $ 107 $ 106 Computers 4 9 Security systems 3 4 Office equipment 2 2 Furniture and fixtures 1 1 Software implementation costs 1 1 Total 118 123 Accumulated depreciation and amortization ( 87 ) ( 75 ) Property and equipment – net $ 31 $ 48 Depreciation and amortization expense of $ 8 million and $ 24 million was recorded for the three and nine months ended September 30, 2025, respectively. Depreciation and amortization expense of $ 7 million and $ 25 million was recorded for the three and nine months ended September 30, 2024, respectively. 8. GOODWILL AND INTANGIBLE ASSETS For the nine months ended September 30, 2025 and the year ended December 31, 2024, there were no additions to goodwill. No impairment of goodwill was identified for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, the Company had no remaining intangible assets subject to amortization. Amortization expense for intangible assets was $ 1 million and $ 4 million for the three and nine months ended September 30, 2024, respectively. 9. SHARE-BASED AWARDS Stock options and RSUs Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. A summary of the stock option activity for the nine months ended September 30, 2025, is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balance-December 31, 2024 7,233 $ 2.51 2.4 $ 2 Exercised ( 2,677 ) 2.18 Expired ( 534 ) 2.53 Balance-September 30, 2025 4,022 $ 2.73 2.1 $ 21 Exercisable-September 30, 2025 4,022 $ 2.73 2.1 $ 21 22 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) A summary of the RSU activity for the nine months ended September 30, 2025, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding-December 31, 2024 45,247 $ 2.77 Granted 34,613 1.98 Vested ( 19,688 ) 2.85 Forfeited ( 23,731 ) 2.16 Unvested and outstanding-September 30, 2025 36,441 $ 2.37 A summary of the activity for market condition RSUs for the nine months ended September 30, 2025, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding-December 31, 2024 — $ — Granted 81,773 8.88 Unvested and outstanding-September 30, 2025 81,773 $ 8.88 Stock-based compensation expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 General and administrative $ 23 $ 16 $ 41 $ 49 Sales, marketing and operations 2 2 6 11 Technology and development 2 7 7 31 Total stock-based compensation expense $ 27 $ 25 $ 54 $ 91 During the three and nine months ended September 30, 2025, the Company issued market condition RSUs to certain employees. The grant-date fair value for the awards is $ 726 million, which will be recognized over a requisite service period ranging from one year to five years . The Company recognized $ 14 million of compensation expense during the three and nine months ended September 30, 2025 related to the market condition awards included in General and administrative on the condensed consolidated statements of operations. As of September 30, 2025, there was $ 712 million of unamortized stock-based compensation costs related to unvested market condition RSUs. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.9 years. As of September 30, 2025, there was $ 74 million of unamortized stock-based compensation costs related to unvested RSUs. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 1.7 years. 23 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) 10. WARRANTS Marketing Warrants On July 28, 2022, the Company entered into a warrant agreement with Zillow, Inc. (“Zillow”) in connection with a partnership arrangement that allows for Zillow to purchase up to 6 million shares of common stock that will vest in tranches (each, a “Tranche”) upon Zillow providing resale marketing services to the Company. As of September 30, 2025, one Tranche of 300,000 shares of common stock underlying the warrant has vested, with an exercise price of $ 15 per share, and none have been exercised. 11. INCOME TAXES The Company's tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The Company’s provision for income taxes, which consisted of state taxes in the United States and foreign income taxes in Canada and India was nominal and $ 1 million for the three and nine months ended September 30, 2025, respectively, with an effective tax rate of ( 0.11 )% and ( 0.25 )%, respectively. The Company's provision for income taxes was nominal and $ 1 million for the three and nine months ended September 30, 2024, respectively, with an effective tax rate of ( 0.38 )% and ( 0.39 )%, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the recording of a full valuation allowance against the net deferred tax assets. The Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets by jurisdiction. Based on the Company’s history of operating losses, including a three-year cumulative loss position, the Company believes that based on the weight of available evidence, it is more likely than not that all of the deferred tax assets in the U.S. will not be realized and recorded a full valuation allowance of its federal and state net deferred tax assets as of September 30, 2025 and December 31, 2024. In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two. The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million Euros. Certain aspects of Pillar Two were effective January 1, 2024 and other aspects were effective January 1, 2025. Various countries have adopted legislation and other countries are in the process of introducing legislation to implement Pillar Two. The Company does not expect Pillar Two to have a significant impact on its consolidated financial statements during fiscal year 2025. On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes significant changes to the U.S. tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. As of September 30, 2025, the Company is evaluating the impact of the Act on its condensed consolidated financial statements, including the effects on its deferred tax assets and liabilities and expects the results of such evaluations to be reflected in its Annual Report on Form 10-K for the calendar year ended December 31, 2025. 12. NET LOSS PER SHARE Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. No dividends, including preferred dividends, were declared, paid, or accumulated for the three and nine months ended September 30, 2025 or 2024. The Company uses the two-class method to calculate net loss per share and applies the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. Undistributed earnings for each period are allocated to participating securities, based on the contractual participation rights of the security to share in the current 24 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) earnings as if all current period earnings had been distributed. As there is no contractual obligation for participating securities to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the three and nine months ended September 30, 2025 and 2024 (in millions, except share amounts which are presented in thousands, and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Basic and diluted net loss per share: Numerator: Net loss $ ( 90 ) $ ( 78 ) $ ( 204 ) $ ( 279 ) Denominator: Weighted average shares outstanding – basic and diluted 741,939 705,359 731,722 693,796 Basic and diluted net loss per share $ ( 0.12 ) $ ( 0.11 ) $ ( 0.28 ) $ ( 0.40 ) The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Common Stock Warrants 300 — 300 — RSUs 36,441 45,844 36,441 45,844 Market Condition RSUs 81,773 — 81,773 — Options 4,022 7,359 4,022 7,359 Employee Stock Purchase Plan 899 2,508 899 2,508 Convertible Senior Notes 127,470 — 96,876 — Total anti-dilutive securities 250,905 55,711 220,311 55,711 13. RELATED PARTIES On September 10, 2025, the Board of Directors appointed Keith Rabois, Managing Director at Khosla Ventures and the Company’s co-founder as a Class I director of the Company and Eric Wu, the Company’s co-founder and former Chief Executive Officer and Chairman of the Board, as a Class III director of the Company, effective immediately. Concurrently with the election of directors, the Company entered into stock purchase agreements with Khosla Ventures Opportunity III, LP, Eric Wu, and a certain other purchaser. Pursuant to the terms of these respective purchase agreements, Khosla Ventures Opportunity III, LP purchased 5,263,158 shares of the Company’s common stock, par value of $ 0.0001 per share (the “Common Stock”) for an aggregate investment of $ 35 million in a PIPE offering, Eric Wu agreed to purchase 751,879 shares of Common Stock for an aggregate investment of $ 5 million in a PIPE offering, and a certain other purchaser agreed to purchase 150,375 shares of Common Stock for an aggregate investment of $ 1 million in a PIPE offering. In connection with the PIPE offerings, the Company issued an aggregate of 6,165,412 shares of Common Stock for aggregate gross cash proceeds of approximately $ 41 million. The shares were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, and were not registered under the Securities Act of 1933. As of September 30, 2025, the retained interest in Mainstay Labs Inc. (“Mainstay”), a formerly consolidated subsidiary of the Company, that was deconsolidated on July 31, 2024 (the “Deconsolidation”), was $ 48 million, which is presented in Other assets in the condensed consolidated balance sheets. The investment is recognized as a non-marketable equity security 25 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) investment under ASC 321, Investment - Equity Securities, and is measured at fair value on a non-recurring basis, with the fair value initially determined as of the transaction date. In connection with the Deconsolidation, the Company entered into a contractual agreement to provide Mainstay with certain transition administrative services for a limited period of time (“Transition Services”) and to fulfill certain funding obligations to be paid in the form of Mainstay Series A Preferred Stock at the original Series A Preferred Stock issuance price. In September 2025, the Company received $ 9 million of Series A Preferred Stock as consideration for the Transition Services and related funding requirements. The Company will continue to fund bonuses for certain Mainstay employees, other than Mainstay Management, through November 2025. Amounts paid during the three and nine months ended September 30, 2025 were $ 2 million and $ 5 million, respectively. As of September 30, 2025, there have been no indicators of impairment or other observable price changes. As a result of the Company’s continued investment in Mainstay, transactions between the Company and Mainstay subsequent to the Deconsolidation are considered to be related-party transactions. Prior to the Deconsolidation, transactions between Mainstay and Opendoor were eliminated upon consolidation. Subsequent to the Deconsolidation, the Company has no compensation arrangements with the management of Mainstay who are responsible for directing the activities that most significantly impact the economics of Mainstay (“Mainstay Management”). As of the Deconsolidation, outstanding Opendoor RSUs held by Mainstay employees, other than Mainstay Management, were modified so that the service-based vesting requirement will be satisfied as long as the Mainstay employee continues to provide services to Mainstay (“Post Deconsolidation RSUs”). During the three and nine months ended September 30, 2025, 72,631 and 742,851 shares of common stock, respectively were issued to Mainstay employees for the settlement of RSUs, net of shares withheld for participant taxes. As of September 30, 2025, 74,039 RSUs remained unvested and outstanding. In April 2025, the Company entered into an agreement with Mainstay to create Mainstay National Title LLC, which provides title and escrow services to institutional customers. The Company has a 25 % interest in and provides certain services to Mainstay National Title LLC. The initial investment is recognized as an equity method investment under ASC 323, Investments – Equity Method and Joint Ventures. Equity method investments are presented in Other assets on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2025, the Company recognized revenue of $ 3 million and $ 7 million, respectively presented within the condensed consolidated statement of operations related to services provided to Mainstay National Title LLC. There have been no other material changes to the related party transactions disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. For a full description of those arrangements, see “ Part II – Item 8. Financial Statements and Supplementary Date – Note 17. Related Parties ” of our Annual Report on Form 10-K. 14. SEGMENT INFORMATION The Company is managed as a single operating and reportable segment on a consolidated basis, reflecting how the Company’s Chief Operating Decision Maker (“CODM”) allocates resources and evaluates the Company’s financial information. The operating segment is the Company’s residential real estate product and service offerings. The Company determined that the Chief Executive Officer is the CODM, given their responsibility for making resource allocation decisions, assessing performance, making strategic operational decisions and managing the organization at a consolidated level. As the Company is managed as a single operating and reportable segment, the measure of segment profit or loss is consolidated net loss. The CODM utilizes the financial information below in assessing the segment’s performance and allocating resources. The measure of segment assets is reported on the Company’s condensed consolidated balance sheets as total assets. 26 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) The table below highlights the Company’s reportable segment’s expenses and net loss for the three and nine months ended September 30, 2025 and 2024 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 915 $ 1,377 $ 3,635 $ 4,069 Less: Cost of revenue ( 849 ) ( 1,272 ) ( 3,342 ) ( 3,721 ) Direct selling costs (1) ( 28 ) ( 32 ) ( 100 ) ( 109 ) Holding costs (2) ( 16 ) ( 15 ) ( 56 ) ( 44 ) Advertising and other marketing expense (3) ( 7 ) ( 15 ) ( 38 ) ( 66 ) Operations (4) ( 12 ) ( 18 ) ( 43 ) ( 57 ) Fixed operating expense (5) ( 37 ) ( 52 ) ( 107 ) ( 166 ) Stock-based compensation ( 13 ) ( 25 ) ( 40 ) ( 91 ) Stock-based compensation for market condition RSUs ( 14 ) — ( 14 ) — Interest expense ( 34 ) ( 34 ) ( 103 ) ( 101 ) Interest income 12 12 26 42 Other (6) ( 7 ) ( 4 ) ( 22 ) ( 35 ) Net loss $ ( 90 ) $ ( 78 ) $ ( 204 ) $ ( 279 ) ________________ (1) Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes and are included in Sales, marketing and operations. (2) Represents holding costs incurred both in the period presented and in prior periods on homes sold in the period presented (“Resale Cohort Holding Costs”). Holding costs include mainly property taxes, insurance, utilities, homeowners association dues, cleaning and maintenance costs. Holding costs are included in Sales, marketing and operations in the period in which they are incurred (“GAAP Holding Costs”). (3) Advertising expenses are included in Sales, marketing and operations. Other marketing expenses include non-advertising marketing expenses such as acquisition leads and referrals and public relations services and are included in Sales, marketing and operations. (4) Represents operating expenses that are generally related to the volume of homes transacted during the period and tend to be variable in nature. Primarily includes workforce expenses in support of sales, and real estate inventory operations. (5) Represents operating expenses that are not directly correlated with home transaction volumes. These expenses generally include costs related to salaries and benefits for our leadership, finance, technology, human resources, legal, marketing and administrative personnel, as well as third-party professional services fees, rent expense and third-party software. (6) Other segment income (expenses) are primarily made up of depreciation and amortization, gain on deconsolidation, net, restructuring, and amortization of stock-based compensation capitalized to internally developed software. This also includes the elimination of holding costs incurred in prior periods on homes sold in the periods presented, and includes holding costs incurred in the current period on homes remaining in inventory at period end. 15. COMMITMENTS AND CONTINGENCIES Lease Commitments In May 2025, the Company amended its Tempe, Arizona office lease to terminate the Company’s obligation with respect to a portion of the leased premises (“Partial Lease Termination”). The Partial Lease Termination resulted in a decrease of undiscounted, future lease payments of $ 10 million. The Company recognized a loss of $ 1 million, as a result of the reduction of right-of-use assets by $ 8 million and lease liabilities by $ 7 million, and an additional $ 2 million in other associated costs, both of which are recognized within Restructuring on the condensed consolidated statements of operations. See “Note 16 —  27 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) Restructuring” for further discussion. There were no other material lease modifications for the nine months ended September 30, 2025. Legal Matters From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated. There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s condensed consolidated results of operations or financial condition except as noted below. On October 7, 2022 and November 22, 2022, purported securities class action lawsuits were filed in the United States District Court for the District of Arizona, captioned Alich v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01717-JFM) (“Alich”) and Oakland County Voluntary Employee’s Beneficiary Association, et al. v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01987-GMS) (“Oakland County”), respectively. The lawsuits were consolidated into a single action, captioned In re Opendoor Technologies Inc. Securities Litigation (Case No. 2:22-CV-01717-MTL). The consolidated amended complaint names as defendants the Company, SCH, certain of the Company’s current and former officers and directors and the underwriters of a securities offering the Company made in February 2021. The complaint alleges that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, SCH, certain officers and directors and the underwriters violated Section 11 of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm. The plaintiffs also allege that certain defendants violated Section 20(a) of the Exchange Act and Section 15 of the Securities Act, respectively, which provide for control person liability. The complaint asserts claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and November 3, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offering conducted by the Company in February 2021. The plaintiffs seek class certification, an award of unspecified compensatory damages, an award of interest and reasonable costs and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. The defendants filed motions to dismiss on June 30, 2023, which the court granted on February 27, 2024 without prejudice. On May 14, 2024, the court granted plaintiffs’ motion for reconsideration of certain portions of the court’s order dismissing the complaint. The court’s orders on the motion to dismiss and motion for reconsideration dismissed all Exchange Act claims and Securities Act claims except for a portion of plaintiffs’ claims brought under Section 11 and Section 15 of the Securities Act. Defendants filed answers to the complaint on July 12, 2024. The plaintiffs and the defendant participated in a mediation in February 2025. On March 26, 2025, the Company reached an agreement in principle with the plaintiffs to resolve all claims against all defendants in the consolidated action on a class-wide basis for an amount within the limits of insurance coverage. On June 13, 2025, the Company executed a Stipulation and Agreement of Settlement memorializing the terms and conditions of the settlement. The same day, the plaintiffs filed a motion with the court for preliminary approval of the settlement. On October 21, 2025, the court granted the preliminary approval motion and scheduled a final settlement approval hearing for January 6, 2026. The Company has recorded a liability reflecting the proposed settlement amount and a corresponding asset reflecting estimated insurance recoveries. If the proposed settlement is not consummated or approved by the Court, the Company intends to vigorously defend itself in the matter. On March 1, 2023 and March 15, 2023, shareholder derivative lawsuits were filed in the United States District Court for the District of Arizona, captioned Carlson v. Rice, et al. (Case No. 2:23-cv-00367-GMS) and Van Dorn v. Wu, et al. (Case No. 2:23-cv-00455-DMF), respectively, which were subsequently consolidated into a single action, captioned Carlson v. Rice (Case No. 2:23-CV-00367-GMS). Plaintiffs voluntarily dismissed the matter on June 22, 2023, and thereafter re-filed complaints in the Court of Chancery of the State of Delaware, captioned Carlson v. Rice, et al. (Case No. 2023-0642) and Van Dorn v. Rice, et al. (Case No. 2023-0643). The cases have been consolidated into a single action, captioned Opendoor Technologies Inc. Stockholder Derivative Litigation (Case No. 2023-0642). The consolidated derivative action has been stayed pending further developments in In re Opendoor Technologies Inc. Securities Litigation . 28 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) On June 29, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Juul v. Wu, et al. (Case No. 1:23-cv-00705-UNA). The complaints in each matter are based on the same facts and circumstances as In re Opendoor Technologies Inc. Securities Litigation and name certain officers and directors of the Company as defendants. The defendants are alleged to have violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 and breached fiduciary duties. The plaintiffs seek to maintain the derivative actions on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform its corporate governance and internal procedures, restitutionary relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. This derivative action has been stayed pending further developments in In re Opendoor Technologies Inc. Securities Litigation . On October 13, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Woods, et al. v. Bain, et al . (Case No. 1:23-cv-01158-UNA). The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc. Securities Litigation . The plaintiffs have brought claims against certain current and former directors and officers of the Company for breach of fiduciary duty, contribution under Sections 10(b) and 21D of the Exchange Act, SEC Rule 10b-5, violations of Section 14(a) of the Exchange Act, and SEC Rule 14a-9 promulgated thereunder. The plaintiffs seek to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing one of the defendants to disgorge monies allegedly obtained from certain personal sales of Company stock, equitable relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. This derivative action has been stayed pending further developments in In re Opendoor Technologies Inc. Securities Litigation . On October 18, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Arizona, captioned Gera v. Palihapitiya, et al . (Case No. 2:23-cv-02164-SMB). The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc. Securities Litigation , and names as defendants certain current and former officers and directors of the Company and SCH Sponsor II LLC. The complaint alleges that the defendants violated Section 14(a) of the Exchange Act, and SEC Rule 14a-9 promulgated thereunder. The plaintiff seeks to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform certain corporate governance and internal procedures, restitution, an award of cost and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. The defendants filed motions to dismiss on February 8, 2024, which were granted without prejudice on August 14, 2024, and the plaintiff filed an amended complaint on September 12, 2024. On October 28, 2024, the defendants filed motions to dismiss the complaint, which are pending before the court. This derivative action has been stayed pending further developments with respect to the settlement of the case. A global mediation of all pending shareholder derivative lawsuits based on the same facts and circumstances as In re Opendoor Technologies Inc. Securities Litigation was held on February 7, 2025. The parties agreed in principle that Opendoor would adopt certain corporate governance reforms as part of a potential global resolution of the shareholder derivative lawsuits and in exchange for a full release of claims. On June 27, 2025, the Company executed a Stipulation of Settlement memorializing the terms and conditions of the settlement. The same day, the plaintiff in the Gera action filed a motion with the court for preliminary approval of the settlement. On September 11, 2025, the court issued an order granting preliminary approval of the settlement. The Company has recorded a liability reflecting the proposed settlement amount and a corresponding asset reflecting estimated insurance recoveries. The Company expects that the payment of any court-approved attorneys’ fees and costs would be funded by proceeds from applicable insurance policies. If the settlement is not consummated or approved by the relevant courts, the Company and its officers and directors intend to vigorously defend themselves in the litigation. 16. RESTRUCTURING Restructuring costs for ongoing employee benefit arrangements, inclusive of statutory requirements, are recognized in accordance with ASC 712, Compensation - Non-retirement Post-employment Benefits when it becomes probable that an obligation has been incurred and the amount can be reasonably estimated. If applicable, the Company recognizes restructuring costs over the terminated employees’ remaining service period. The liabilities for restructuring costs are recognized in Accounts payable and other accrued liabilities on the condensed consolidated balance sheets. In 2024, the Company began a series of cost-reduction and organizational streamlining efforts (“Transformation Initiatives”) aimed at supporting its strategic focus on long-term growth and operational efficiency. Restructuring costs 29 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) primarily include expenses associated with workforce reductions, such as severance and other termination-related benefits to affected employees, and lease terminations. During the nine months ended September 30, 2025, the Company incurred restructuring costs in connection with the Transformation Initiatives including workforce reductions affecting approximately 125 employees. These actions resulted in $ 6 million of expenses from post-employment benefits and other cost reduction efforts. In addition to the workforce reduction, the Company incurred $ 4 million of costs related to the early termination of two leases. Payments for restructuring costs incurred during the nine months ended September 30, 2025 were substantially completed by the third quarter of 2025. The following table presents the activity of the restructuring liability as of September 30, 2025 (in millions): September 30, 2025 Balance-December 31, 2024 $ 7 Additions charged to expense 10 Costs paid or otherwise settled (1) ( 16 ) Balance- September 30, 2025 $ 1 ________________ (1) Inclusive of $ 1 million in non-cash activity associated with lease termination costs. 17. SUBSEQUENT EVENTS Convertible Notes On November 6, 2025, simultaneous with the filing of these condensed consolidated financial statements with the SEC, the Company entered into share purchase agreements with a limited number of purchasers, pursuant to which the Company is offering shares of its common stock in a registered direct offering to such purchasers. Concurrently with the pricing of such offering, the Company entered into separate privately negotiated agreements with certain holders of the 2030 Notes, pursuant to which the Company agreed to repurchase approximately $ 264 million aggregate principal amount of the 2030 Notes for an aggregate repurchase price of approximately $ 1.2 billion, which the Company will repurchase using the net proceeds from the registered direct offering. On a net basis, the Company does not expect to receive any proceeds from these transactions. The conversion value of the 2030 Notes to be repurchased is calculated based on the closing price of the Company’s common stock on November 6, 2025. Following the expected repurchase of the 2030 Notes, there will be approximately $ 61 million aggregate principal outstanding for the 2030 Notes. The Company is not aware of any holders of the remaining outstanding 2030 Notes that have elected to convert their notes through the date of this filing. Warrant Dividend Distribution On November 6, 2025, simultaneous with the filing of these condensed consolidated financial statements with the SEC, we declared a warrant dividend distribution to the holders of record of the Company’s common stock as of the close of business on November 18, 2025, (the “Record Date”) in the form of warrants to purchase shares of the Company’s common stock (the “Warrants”). Each registered holder of common stock on the Record Date will receive three (3) series of Warrants—Series K, Series A, and Series Z—one (1) Warrant of each series for every thirty (30) shares of common stock held, rounded down to the nearest whole number. Additionally, in lieu of an adjustment to the conversion rate, holders of the Company’s 2030 Notes as of the Record Date will also receive, at the same time and on the same terms as holders of common stock, Warrants, without having to convert such holder’s 2030 Notes, as if such holder held a number of shares of common stock, equal to the product of (i) the conversion rate applicable to the 2030 Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed in thousands) of 2030 Notes held by such holder on the Record Date. The Warrants are expected to have an exercise price of $ 9.00 per Series K Warrant, $ 13.00 per Series A Warrant and $ 17.00 per Series Z Warrant and a one year term, which may be accelerated for a particular series of Warrants if the price of the Company’s common stock, as measured under the terms of the warrant agreement for the Warrants, exceeds the applicable early expiration trigger price for such series of Warrants. The early expiration trigger price for a series of Warrants is expected to be initially equal to 120 % of the exercise price of such series of Warrants, subject to adjustment in accordance with the warrant agreement. The Warrants are expected to 30 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Condensed Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) (Unaudited) be initially exercisable only by paying the exercise price in cash, subject to the Company’s ability to change the exercise method to net exercise as provided in the warrant agreement. ******* 31 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted)