Item 5. Other Information
Item 5. Other Information.
(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 31, 2025, Sydney Schaub notified the Company’s Chief Executive Officer of her resignation as the Company’s Chief Legal Officer, effective as of November 7, 2025. Following her resignation, the Company expects that Ms. Schaub will remain as an advisor through November 21, 2025.
On November 5, 2025, the Company appointed Giang Nguyen (LeGrice), age 44, as Chief Operating Officer of the Company. Ms. LeGrice joined the Company as Senior Vice President, Operations, in October, and she previously served as Vice-President, Operations at Shopify Inc., an all-in-one commerce platform for businesses, from May 2021 to October 2025 and as its Head of Operations from December 2020 to April 2021. Ms. LeGrice holds a Bachelor of Commerce in Actuarial Mathematics & Finance from the University of Manitoba in Canada.
(b) None.
(c) Securities Trading Arrangements of Directors and Executive Officers
Rule 10b5-1 Trading Plans
The following table describes contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended September 30, 2025.
Trading Arrangement
Action
Date
Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Maximum Shares to be Sold
Expiration Date
Shrisha Radhakrishna ( President )
Adopt
8/5/2025 X
1,402,500 (3)
10/31/2026
Selim Freiha ( Former Chief Financial Officer )
Adopt
8/5/2025 X
2,252,093 (4)
10/31/2026
Shrisha Radhakrishna ( President )
Terminate
8/15/2025 X
1,402,500 (3)
10/31/2026
Sydney Schaub ( Chief Legal Officer )
Terminate
8/22/2025 X 1,194,668 (5)
12/15/2025
Selim Freiha ( Former Chief Financial Officer )
Terminate
8/25/2025 X
2,252,093 (4)
10/31/2026
______________
(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c)
(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
(3) At the time of adoption, the maximum number of shares that could be sold was unknown. The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 1,402,500 shares of common stock subject to RSUs previously granted to Mr. Radhakrishna that will vest at various dates between November 15, 2025 and October 15, 2026.
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The aggregate number of Mr. Radhakrishna’s RSU shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.
(4) At the time of adoption, the maximum number of shares that could be sold was unknown. The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 2,252,093 shares of common stock subject to RSUs previously granted to Mr. Freiha that were scheduled to vest or vested at various dates between November 15, 2025 and October 15, 2026, prior to Mr. Freiha’s resignation from his position as Chief Financial Officer effective September 19, 2025. The aggregate number of Mr. Freiha’s RSU shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.
(5) At the time of adoption, the maximum number of shares that could be sold was unknown. The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 393,260 shares of common stock; however, 373,382 of such shares may be sold pursuant to a prior Rule 10b5-1 trading arrangement that will expire prior to the commencement of sales under the plan adopted on September 3, 2024. The Rule 10b5-1 trading arrangement also contemplated, as of the adoption date, the sale of up to 801,408 shares of common stock subject to RSUs previously granted to Ms. Schaub that will vest or vested at various dates between September 15, 2024 and October 15, 2025, as well as an unknown number of shares to be purchased in the future pursuant to the Company’s Employee Stock Purchase Plan. The aggregate number of Ms. Schaub’s RSU shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.
Rule 10b5-1 Sell to Cover Instruction Letter
On August 5, 2025, Mr. Radhakrishna and Mr. Freiha each entered into a 10b5-1 Instruction Letter (the “Instructions”) with respect to all RSUs granted or to be granted to each of them under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. The Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c). The aggregate number of shares to be sold under the Instructions is not determinable and there is no set expiration date for the Instructions.
On September 12, 2025, Ms. Schaub canceled the 10b5-1 Instruction Letter she had previously entered into on August 13, 2024 (the “2024 Instructions”). The 2024 Instructions covered all RSUs granted or to be granted to Ms. Schaub under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arose in connection with the vesting and settlement of such RSU awards. The 2024 Instructions were intended to satisfy the affirmative defense of Rule 10b5-1(c). The aggregate number of shares to be sold under the 2024 Instructions is not determinable and there was no set expiration date for the 2024 Instructions.
On September 12, 2025, Ms. Schaub entered into a 10b5-1 Instruction Letter (the “2025 Instructions”) with respect to all RSUs granted or to be granted to her under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock, beginning January 1, 2026, in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. The 2025 Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c). The aggregate number of shares to be sold under the 2025 Instructions is not determinable and there is no set expiration date for the 2025 Instructions.
Item 6. Exhibits.
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.
Exhibit
No.
Description Form File No. Exhibit Filing Date Filed Herewith
2.1 Agreement and Plan of Merger, dated as of September 15, 2020, by and among Social Capital Hedosophia Corp. II, Hestia Merger Sub Inc. and Opendoor Labs Inc.
8-K 001-39253 2.1 09/17/2020
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3.1 Certificate of Incorporation of Opendoor Technologies Inc.
8-K 001-39253 3.1 12/18/2020
3.2 Amended and Restated Bylaws of Opendoor Technologies Inc.
8-K 001-39253 3.1 01/24/2023
4.1 Specimen Common Stock Certificate of Opendoor Technologies Inc.
S-4/A 333-249302 4.5 11/06/2020
4.2 Warrant Agreement, dated July 28, 2022, between Opendoor Technologies Inc. and Zillow, Inc.
8-K 001-39253 99.2 08/05/2022
10.1
#
O ffer Letter Agreement, dated as of September 10, 2024, by and between Opendoor Labs Inc. and Shrisha Radhakrishna
*
10.2
#
Amendment of Offer Letter Agreement, dated as of August 26, 202 5 , by and between Opendoor Labs Inc. and Shrisha Radhakrishna
*
10.3
#
O ffer Letter Agreement, dated as of September 10, 2025, by and between Opendoor Labs Inc. and Kaz Nejatian
*
10.4
#
R estricted Stock Unit Grant Notice and Restricted Stock Unit Agreement by and between Opendoor Technologies Inc. and Kaz Nejatian (included as Exhibit A to Exhibit 10.3)
*
10.5
#
P erformance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (First Sign-On PSU Award) by and between Opendoor Technologies Inc. and Kaz Nejatian (Exhibit B to Exhibit 10.3)
S-8
333-290224 4.4
09/12/2025
10.6
#
Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Second Sign-On PSU Award) by and between Opendoor Technologies Inc. and Kaz Nejatian (Exhibit C to Exhibit 10.3)
S-8
333-290224 4.5
09/12/2025
10.7
#
O ffer Letter Agreement, dated as of September 18, 2025, by and between Opendoor Labs Inc. and Christy Schwartz
*
10.8
#
A dvisory Agreement , dated as of August 15, 2025, by and between Opendoor Technologies Inc. and Carrie Wheeler
*
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2 Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1 Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
*
101.SCH Inline XBRL Taxonomy Extension Schema Document
*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
*
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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) *
________________
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
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OPENDOOR TECHNOLOGIES INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OPENDOOR TECHNOLOGIES INC.
Date: November 06, 2025 By: /s/ Kaz Nejatian
Name: Kaz Nejatian
Title: Chief Executive Officer
(Principal Executive Officer)
Date: November 06, 2025 By: /s/ Christy Schwartz
Name: Christy Schwartz
Title: Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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