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Item 1A. Risk Factors

2026-02-19 compared with 2025-02-27 · 361 added, 227 removed, 659 unchanged (47% of the section changed)

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In the course of conducting our business operations, we are exposed to a variety of risks.

You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and “Item 7.

You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and related notes and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock.

Any of the risk factors we describe below have affected or could materially and adversely affect our business, financial condition, results of operations and prospects.

The market price of shares of our common stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs.

The market price of

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shares of our common stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs.

Certain statements in “Risk Factors” are forward-looking statements.

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• labor or materials supply shortages;

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• slow economic growth or inflationary or recessionary conditions;

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residential real estate industry;

• consumer hesitancy to spend or take on debt due to economic uncertainty;

• the future impacts of pandemics or epidemics on buying and selling trends in the residential real estate market;

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government, which could impact broader credit markets or economic activity;

• federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in general, such as the Tax Cuts and Jobs Act of 2017, which limited deductions of certain mortgage interest expenses and property taxes;

• federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in general, such as the recently enacted One Big Beautiful Bill Act (“OBBBA”), which made permanent the limitation on deductions of certain mortgage interest expenses;

• natural and man-made disasters and other catastrophic events, such as hurricanes, windstorms, tornadoes, earthquakes, wildfires, floods, hailstorms, terrorist attacks and other events that disrupt local, regional, or national real estate markets.

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We have a history of losses, and we may not achieve or maintain profitability in the future.

We have incurred net losses on an annual basis since we were founded.

We incurred net losses of $392 million, $275 million, and $1.4 billion for the years ended December 31, 2024, 2023, and 2022, respectively.

We incurred net losses of $1.3 billion, $392 million, and $275 million for the years ended December 31, 2025, 2024, and 2023, respectively.

We had an accumulated deficit of $5.0 billion and $3.7 billion as of December 31, 2025 and 2024, respectively.

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• the availability of debt financing and securitization funding to finance our real estate inventories;

• our inability to grow market share in our existing markets or any new markets we may enter;

• our expansion into new markets, for which we typically incur more significant losses immediately following entry;

• our inability to grow market share, including those in which we have less operating history;

• we may incur greater losses as a result of our recent expansion into all contiguous 48 states, where we have less operating history and market penetration;

• increased competition in the U.S.

residential real estate industry;

• our failure to realize anticipated efficiencies through our technology, business model and cost management strategies;

• costs associated with enhancements of our products and introducing new product offerings;

• our failure to execute our growth strategies;

• our failure to realize anticipated efficiencies through our leveraging of AI, technology, business model and cost management strategies;

• costs associated with enhancements of our products and introducing new product offerings, including costs to enhance engineering and AI capabilities;

• our failure to execute our growth strategies, including our failure to successfully improve the customer experience and/or our unit economics by expanding core services and ancillary services, such as mortgage, homeowners’ insurance, and warranty services;

• declines in U.S.

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• increased marketing costs;

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• lack of access to housing market data that is used in our pricing models at reasonable cost, if at all;

• hiring additional personnel to support our overall growth;

• loss in value of real estate due to changes in market conditions in the area in which real estate or assets are located;

• loss in value of real estate due to changes in market conditions in the areas in which real estate or assets are located;

• increases in costs associated with holding our real estate inventories, including financing costs;

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Our limited operating history makes it difficult to evaluate our current business and future prospects.

Our business model and technology is still nascent compared to the business models of the incumbents in the U.S.

Our business model and technology are still nascent compared to the business models of the incumbents in the U.S.

residential real estate industry.

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It may be difficult for you to evaluate our potential future performance without the benefit of established long-term track records from companies implementing a similar business model.

We may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.

We may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant

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changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.

We operate in a competitive and fragmented industry that could impair our ability to attract users of our products, which could harm our business, results of operations and financial condition.

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• our customer service and support efforts;

• our continued ability to develop and improve our technology to support our business model;

• our continued ability to develop and improve our technology to support our business model, including our ability to leverage AI to drive operational efficiency and improve the customer experience;

• customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate;

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New entrants may continue to join our market categories.

Our existing and potential competitors include companies that operate, or could develop, national and/or local real estate businesses offering services to home buyers or sellers, including real estate brokerage services, title insurance, and escrow services.

Some of our competitors may have well-established national reputations and may market similar products and services.

These companies may be larger than us and have significant competitive advantages, including better name recognition, greater

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resources, greater technological capabilities, longer operating histories, more industry experience, lower cost of funds and additional access to capital, and a broader set of offerings than we currently do.

These companies may be larger than us and have significant competitive advantages, including better name recognition, greater resources, greater technological capabilities, including a more successful integration of AI features, longer operating histories, more industry experience, lower cost of funds and additional access to capital, and a broader set of offerings than we currently do.

These companies may also have higher risk tolerances or different risk assessments than we do.

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Such events may negatively impact our stock price and ability to raise capital regardless of whether those events have any actual relationship with our business and financial or operational performance.

While we have experienced rapid growth historically, our business experienced significant contraction in the second half of 2022, which continued throughout 2023 and into the first half of 2024.

If we are unable to correct this contraction, or adequately scale our operations, we may be unable to grow in the future.

While we experienced rapid growth historically, our business contracted in the second half of 2022, which continued throughout 2023 and into the first half of 2024 as we focused on selling down our old book inventory, which is comprised of homes purchased before July 1, 2022.

We may not be able to reverse such contraction and grow our business in the future if we do not, among other things:

• continue to increase the number of customers using our platform;

Our business has experienced periods of significant contraction, and if we are unable to manage these contractions or adequately scale our business then we may be unable to grow in the future.

We also may fail to effectively manage our growth.

While we experienced growth historically, our business has experienced periods of significant contraction.

For example, our business contracted significantly in the second half of 2022, which continued throughout 2023 and into the first half of 2024.

During this period, we focused on selling down our old book inventory, which was composed of homes purchased before July 1, 2022.

We also experienced contraction of our business in the second half of 2025, due in part to low inventory levels as

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a result of reduced acquisition volumes.

We may not be able to reverse or manage this or any future contraction and grow our business in the future if we do not, among other things:

• continue to increase the number of customers using our platform, including through leveraging AI to enhance our technology and improve the customer experience;

• avoid future inventory valuation adjustments;

• acquire sufficient inventory based on our underwriting standards to meet demand for our homes;

• increase our market share within existing markets and expand into new markets;

• manage operating expenses;

• increase our market share within the U.S.;

• manage operating expenses, including by leveraging AI to drive operational efficiency;

• increase our brand awareness;

• expand our ancillary services offerings, such as mortgage, homeowners’ insurance, and warranty services;

• retain adequate availability of financing sources;

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• scale our internal operations and customer support teams.

Furthermore, in order to grow our business, we may need to expand into new markets.

Expanding into new markets may prove to be challenging as some markets may have very different characteristics than the markets we currently operate in, some of which may be unanticipated or unknown to us.

These differences may result in greater pricing uncertainty, as well as higher capital requirements, hold times, repair costs and transaction costs that may result in those markets being less profitable for us than those that we currently operate in.

For instance, during 2023, we stopped acquiring inventory in, and operationally supporting, our markets in Boise, Idaho, Reno, Nevada, and Asheville, North Carolina, because these markets were below the scale required for us to operate in a cost-effective manner and not sufficiently close to another market to leverage its operations.

Furthermore, in order to grow our business, we may need to increase market penetration.

Expanding our market penetration may prove to be challenging as currently less than 1% of aggregate home value transacted annually is conducted online.

Attempting to grow our market share in our less concentrated markets may result in greater pricing uncertainty, as well as higher capital requirements, hold times, repair costs and transaction costs that may result in certain markets being less profitable for us than those in which we have a longer operating history and more concentrated penetration.

Our business is dependent upon our ability to appropriately price and manage our portfolio of inventory.

An ineffective pricing or portfolio management strategy may have a material adverse effect on our business, sales, and results of operations.

We assess and price the homes we buy and sell using data science, proprietary algorithms, and analysis from specially trained employees, incorporating a number of factors, including our knowledge of the real estate markets in which we operate.

We assess and price the homes we buy and sell using data science, proprietary algorithms, AI, and analysis from specially trained employees, incorporating a number of factors, including our knowledge of the real estate markets in which we operate.

This assessment includes estimates regarding time of possession, seasonality, macroeconomic and local market conditions, renovation costs and holding costs, transaction costs, and anticipated resale proceeds.

Our ability to acquire and resell homes profitably may be negatively impacted if our models lack robust historical data on home sales, material home features, or other

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market nuances, especially those outside of features and nuances we have previously encountered and modeled in our existing 50 markets, or if our assumptions underlying our models are otherwise not accurate.

Our ability to acquire and resell homes profitably may be negatively impacted if our models lack robust historical data on home sales, material home features, or other market nuances, especially those outside of features and nuances we have previously encountered and modeled in our more concentrated markets, or if our assumptions underlying our models are otherwise not accurate.

Moreover, the models underlying our AI technologies may be incorrectly designed or implemented or exhibit defects, such as if the data on which our AI technologies are trained is incomplete, inadequate, inaccurate, biased or otherwise of poor-quality, which could result in ineffective or inaccurate outputs.

In addition, while changing market conditions are reflected in our pricing for new acquisitions, our previously-acquired inventory and homes under contract to be acquired may be at risk for potential market volatility.

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Shortages in building supplies, supply chain disruptions, and shortages and disruptions in the availability of third-party labor can also delay our ability to renovate and resell homes in a timely manner.

These risks may be heightened when we expand into new markets where we may not have similar levels of knowledge and experience as we do in the markets where we currently operate.

These risks may be heightened in the markets where we have less operating history or penetration, where we may not have similar levels of knowledge and experience as we do in the markets where we have longer operating history or greater penetration.

These factors could negatively impact our revenue, gross margins and results of operations, which could have a material adverse effect on our business, financial condition and results of operations.

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Our purchases of homes are based in large part on our estimates of projected demand.

If actual sales are materially less than our forecasts, we would experience an over-supply of inventory.

An over-supply of home inventory will generally cause downward pressure on our sales prices and margins and increase our average days to sale.

If actual sales are materially less than our

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forecasts, we would experience an oversupply of inventory.

An oversupply of home inventory will generally cause downward pressure on our sales prices and margins and increase our average days to sale.

Our inventory of homes purchased has typically represented a significant portion of total assets.

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Disruptions in the supply chain for materials, such as paint and carpet, and constraints in the market for labor necessary to restore and resell home inventory could lengthen the period of time during which we must hold home inventory.

In addition, certain regulations may impede our ability to expeditiously sell inventory to buyers with mortgage loan restrictions.

For example, Federal Housing Administration (“FHA”) insured loans require that the seller has owned the home for at least 90 days prior to closing, which could also lengthen the period of time during which we must hold home inventory.

In addition, the value of homes in inventory may decline, and we could experience losses as a result, which in the aggregate could be detrimental to our business and results of operations.

For example, due in part to macroeconomic factors such as increased interest rates and lower consumer confidence stemming from recession risk, in the second half of 2023 and most of 2024, market clearance rates slowed, which resulted in reduced pace of our resales.

For example, due in part to macroeconomic factors such as increased interest rates and lower consumer confidence stemming from recession risk, in the second half of 2023 and most of 2024 and 2025, market clearance rates slowed, which resulted in reduced pace of our resales.

As a result, we reduced home-level prices to stay in line with our clearance rate targets, which adversely affected our results of operations, and may adversely affect our results of operations in the future.

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For example, in November 2024, we implemented a reduction in force affecting approximately 17% of our employees, and in July 2024, we deconsolidated our subsidiary, Mainstay Labs Inc., in which we retain less than 50% ownership on a fully diluted basis.

In addition, during the third quarter of 2025, we further reduced spend on external software, software vendors, and external consultants.

We may undertake further restructuring actions or workforce reductions in the future.

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If we do not successfully manage our current initiatives and restructuring activities or any other similar activities that we may undertake in the future, expected efficiencies and benefits might be delayed or not realized, and our business, financial condition, and results of operations may be materially adversely affected.

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Declining real estate values have resulted in, and could continue to result in, inventory valuation adjustments, which have and may continue to adversely affect our financial condition and operating results.

Declines in real estate values have resulted in, and could continue to result in, inventory valuation adjustments, which have and may continue to adversely affect our financial condition and operating results.

There are risks inherent in owning properties and inventory risks are substantial for our business.

Home prices have been and can be volatile, and the values of our inventory have and may continue to fluctuate significantly.

Home prices have been and can be volatile, and the values of our inventory have fluctuated and may continue to fluctuate significantly.

As a result of such fluctuations, we have in the past and may in the future incur inventory valuation adjustments.

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Even if we do not determine that it is necessary or appropriate to record an inventory valuation adjustment in the current financial period, a reduction in the estimated net realizable value of a property could subsequently manifest and would therefore affect our earnings and financial condition at that time.

Launches of new product or service offerings and expansions of existing products, like our List with Opendoor and Opendoor Marketplace products, may consume significant financial and other resources and may not achieve the desired results.

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Launches of new product or service offerings and expansions of existing products, like our Cash and Cash Plus offerings, may consume significant financial and other resources and may not achieve the desired results.

We regularly evaluate launching new product or service offerings to our customers, as well as expanding existing offerings.

For example, during the third quarter of 2025, we launched over a dozen new products or features for existing products.

Also in late 2025, we began expanding our buybox from a limited set of geographies to effectively nationwide coverage across the contiguous United States, with the ability to make offers in substantially all residential zip codes.

In early 2026, we launched a mortgage business in Colorado and plan to expand into additional states.

In addition, we aim to increase our value to each homeowner by launching or expanding services such as homeowners’ insurance and warranty services.

Such offerings may require significant expenses, new sources of capital and financing, and time of our key personnel.

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Despite the expenses and time devoted to launching new or expanded product or service offerings, we may fail to achieve the financial and market share goals anticipated, which may adversely affect our business and results of operations.

For example, our Opendoor Marketplace product is only available in a limited number of markets, and our List with Opendoor product, while currently available in nearly all of our markets, has a limited operating history.

Expanding offerings such as our List with Opendoor and Opendoor Marketplace products and setting up new offerings comes with substantial upfront costs and we may not achieve profitability in time, if at all, to make up for those costs.

Further, there is no guarantee that buyers and sellers will want to transact in a manner contemplated by such offerings, or that we will be able to attract a sufficient number of sellers to attract buyers, or a sufficient number of buyers to attract sellers.

In addition, we may encounter difficulties in building and marketing new offerings, such as obtaining the necessary licensing and staffing, building a marketing apparatus for the offering, or standing up other business operations.

These difficulties could make expanding to new markets too slow to cover the fixed and upfront costs of setting up the marketplace.

For example, our Cash product is only available in certain of our markets, and our Cash Plus product, while currently available in all zip codes in the contiguous 48 states, has a limited operating history.

Additionally, our mortgage services are only available in one market and have a limited operating history.

Expanding offerings such as our Cash, Cash Plus, and mortgage products and setting up new offerings comes with substantial upfront costs and we may not achieve profitability in time, if at all, to make up for those costs.

Further, there is no guarantee that buyers and sellers will want to transact in a manner contemplated by such offerings, or that we will be able to attract a sufficient number of sellers and buyers.

In addition, we may encounter difficulties in building and marketing new offerings, such as obtaining the necessary licensing and staffing, complying with local regulations, building a marketing apparatus for the offering, or standing up other business operations.

These difficulties could make our recent expansion to new markets too slow to cover the fixed and upfront costs of setting up new and expanded offerings.

Incumbents in the industry may also organize efforts to oppose our innovations and find ways to use existing regulations, or convince authorities to make new regulations that would make our business model unviable.

Even if we are successful, it may attract competitors who reduce the size of our market or its economic viability.

Those competitors may have strategic advantages that make them better able to provide marketplace services or expand those services to new markets faster than we can, and we may be unable to compete in a sustainable way.

As we expand to new markets, we may find that local preferences, conditions, or regulations differ from our other markets such that the benefits of scale do not materialize.

In addition, developing and marketing our List with Opendoor and Opendoor Marketplace products could have higher costs than anticipated and could adversely impact our results or dilute our brand.

Those competitors may have strategic advantages that make them better able to provide services or expand those services to our markets faster than we can, and we may be unable to compete in a sustainable way.

After our recent market expansion, we may find that local preferences, conditions, or regulations differ in newer markets compared to the markets in which we have a longer operating history such that the benefits of scale do not materialize.

In addition, developing and marketing our Cash, Cash Plus, and mortgage products could have higher costs than anticipated and could adversely impact our results or dilute our brand.

Our business model and growth strategy depend on our brand, marketing efforts and ability to attract buyers and sellers to our website and mobile application in a cost-effective manner.

Our long-term success depends in part on our ability to continue to attract more buyers and sellers to our platform in each of our markets.

We believe that an important component of our growth will be the attraction of potential customers to our website and mobile application.

We believe that an important component of our growth is the attraction of potential customers to our website and mobile application.

Our marketing efforts may not succeed for a variety of reasons, including changes to search engine and social network algorithms, ineffective campaigns across marketing channels, and limited experience in certain marketing channels.

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Any of these factors could reduce the number of customers coming to our platform.

We also believe that the brand identity that we have developed is a significant factor in the success of our business, and maintaining and enhancing the Opendoor brand is critical to

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maintaining and expanding our customer base and current and future partners.

We also believe that the brand identity that we have developed is a significant factor in the success of our business, and maintaining and enhancing the Opendoor brand is critical to maintaining and expanding our customer base and current and future partners.

Failure to promote or maintain our brand, or incurring excessive costs in this effort, could adversely affect our growth, results of operations, and financial condition.

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If we are unable to recover our marketing costs through increases in customer traffic and in the number of transactions by users of our platform, or if our broad marketing campaigns are not successful or are terminated, it could have a material adverse effect on our growth, results of operations, and financial condition.

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A significant portion of our costs and expenses are fixed, and we may not be able to adapt or optimize our cost structure to offset declines in our revenue.

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This contributed to increased losses in 2022, 2023, and 2024 when transaction volumes declined.

If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, including as a result of cost structure reduction initiatives we began implementing in 2024, it could have a material adverse effect on our growth, results of operations, and financial condition.

If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, including as a result of cost structure reduction initiatives we began implementing in 2024 and additional AI efficiencies we began implementing in 2025, it could have a material adverse effect on our growth, results of operations, and financial condition.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as settlement service providers, lenders, real estate agents, valuation companies, vendors we use to service and repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites, and institutional buyers of our inventory, such as single-family rental REITs.

In order to grow our business, we anticipate that we will continue to depend on relationships with and the financial success of third parties, such as settlement service providers, lenders, real estate agents, valuation companies, home inspectors, vendors we use to service and repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites, and institutional buyers of our inventory, such as single-family rental REITs.

If these third parties experience financial distress, our relationships may be adversely impacted.

Identifying partners, negotiating and documenting agreements with them, and establishing and maintaining good relationships requires significant time and resources.

Furthermore, in order to grow our business, we are offering more direct-to-consumer product offerings, which may impede our ability to maintain productive relationships with certain of our third-party partners.

In addition, we rely on our relationships with MLS providers in all our markets both as key data sources for our pricing and for listing our inventory for resale.

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Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our product or increased revenues.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends upon the continued service of our senior management team and successful transitions when management team members pursue other opportunities.

In addition, our business depends on our ability to continue to attract, motivate, and retain a large number of skilled employees across all of our product lines.

Furthermore, much of our key technology and processes are custom-made for our business by our personnel.

The loss of key personnel, including key members of management, could materially and adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements.

We rely on highly skilled personnel and the loss of one or more of our key personnel, or our failure to attract, motivate and retain other highly qualified personnel in the future, could harm our business.

Our performance and success depends in large part upon the continued service of our senior management team.

For instance, Kaz Nejatian is critical to the overall management of the Company and plays an important role in setting our strategic direction, maintaining our culture and executing on our business plan.

Our ability to compete effectively and our future success depend on our ability to continue to identify, attract, hire, develop, motivate, and retain a large number of highly skilled personnel across all areas of our organization and our various product lines.

Competition in our industry for qualified employees, particularly AI talent, is intense, and certain of our competitors may directly target our employees.

For example, much of our key technology and processes are custom-made for our business by our personnel, and the loss of such personnel could significantly impact our ability to maintain and build upon such technology and processes.

In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees.

Immigration policy and regulatory changes, uncertainty regarding such policies and regulations, and any resulting delays or increased costs for visa applications and immigration processes may also affect our ability to hire, mobilize, or retain some of our personnel, including members of our senior management team, who are from outside the United States, or employ personnel in the locations of our choice.

For example, Kaz Nejatian is a Canadian citizen and is currently in the process of obtaining requisite work authorization in the United States.

Our success also depends in part upon our ability to facilitate successful transitions when management team members pursue other opportunities.

In 2025, we undertook several transitions in personnel, including some of our senior management team.

For example, in the second half of 2025, we appointed Kaz Nejatian as our Chief Executive Officer, Lucas Matheson as our President and Christy Schwartz as our Chief Financial Officer.

While we have confidence in our team, the uncertainty

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inherent in leadership transitions may be difficult to manage and can disrupt our business.

The failure to successfully transition and assimilate key employees generally could adversely affect our results of operations.

The loss of highly skilled or key personnel, including key members of our senior management team, could materially and adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements on a timely basis or at all.

If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees in a cost-effective manner, our business could be harmed.

Our business is concentrated in certain geographic markets.

Our business is more concentrated in certain geographic markets.

Exposure to local economies, regional economic downturns, severe weather, or catastrophic occurrences, or other disruptions or events may materially adversely affect our financial condition and results of operations.

As of December 31, 2024, we were in 50 markets across the United States.

For the year ended December 31, 2024, a majority of our revenue was generated from our top-nine markets by revenue.

As of December 31, 2025, we had nationwide coverage across the contiguous United States, with the ability to make offers in substantially all residential zip codes.

For the year ended December 31, 2025, a majority of our revenue was generated from our top-ten markets by revenue.

Local and regional conditions in these markets may differ significantly from prevailing conditions in the United States or other parts of the country.

As a result, any unforeseen

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events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability.

As a result, any unforeseen events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability.

These risks include, without limitation:

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demographic and population shifts and migration;

possible lack of availability of mortgage funds;

possible lack of availability of mortgage funds and homeowners’ insurance;

overbuilding;

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We primarily acquire homes directly from consumers and there can be no assurance of an adequate supply of such homes on terms that are attractive to us.

A reduction in the availability of or access to inventory, including due to macroeconomic conditions, could have a material adverse effect on our business, sales, and results of operations.

Additionally, we evaluate thousands of potential homes daily using our proprietary pricing model.

If we fail to adjust our pricing to stay in line with broader market trends, or fail to recognize those trends, it could adversely affect our ability to acquire inventory.

A reduction in the availability of or access to inventory, including due to macroeconomic conditions or regulatory changes, could have a material adverse effect on our business, sales, and results of operations.

Additionally, we evaluate thousands of potential homes daily using our proprietary pricing model and AI capabilities.

If we fail to adjust our pricing to stay in line with broader market trends, or fail to recognize those trends, it could adversely affect our ability to acquire and resell inventory.

Additionally, in acquiring our inventory, we compete with individual private home buyers and small-scale investors, as well as institutional investors and real estate companies.

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A lack of available homes that meet our purchase criteria may have adverse effects on our ability to reach our desired inventory levels, our desired portfolio diversification, and our results of operations.

For example, during 2023 and 2024, historically low listing volumes, due in part to macro uncertainty in the housing market and elevated mortgage rates, constrained the supply of homes on the market and limited our access to desirable inventory.

For example, in recent periods, historically low listing volumes, due in part to macro uncertainty in the housing market and elevated mortgage rates, have constrained the supply of homes on the market and limited our access to desirable inventory.

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Increases in transaction costs to acquire properties, including costs of evaluating homes and making offers, title insurance and escrow service costs, changes in transfer taxes, and any other new or increased acquisition costs, would have an adverse impact on our home acquisitions and our business.

Reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, the reduction in availability of certain homeowners’ insurance, and increases in mortgage interest rates have decreased and could continue to decrease our buyers’ ability or desire to obtain financing, which would adversely affect our business and financial results.

The secondary market for mortgage loans continues to primarily desire securities backed by Fannie Mae, Freddie Mac, or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market.

Any significant change regarding the long-term structure and viability of Fannie Mae and Freddie Mac could result in adjustments to the size of their loan portfolios and to guidelines for their loan products.

The ability of our mortgage subsidiary to generate revenue through loan sales will depend, in part, on participation in programs administered by government agencies, such as the Federal Housing Administration, the Department of Veterans Affairs, the U.S.

Department of Agriculture, and government-sponsored entities (“GSEs”), such as Fannie Mae and Freddie Mac.

If any of these agencies or GSEs limit our ability to participate in their programs, or if their operations are eliminated or significantly changed, our mortgage business could be materially adversely affected.

A number of legislative proposals have been introduced in recent years that would wind down or phase out the GSEs, and uncertainty remains regarding their future roles.

However, the secondary market for mortgage loans continues to currently primarily desire securities backed by Fannie Mae, Freddie Mac, or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market.

Any significant adverse change regarding the long-term structure and viability of Fannie Mae and Freddie Mac, including their financial condition or underwriting criteria, could result in adjustments to the size of their loan portfolios and to guidelines for their loan products and materially and adversely affect our mortgage business.

Additionally, a reduction in the availability of financing provided by these institutions could adversely affect interest rates, mortgage availability, and sales of new homes and mortgage loans.

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This could both reduce the availability of hurricane, fire, and other types of natural disaster insurance, in general, and increase the cost of such insurance to prospective purchasers of homes.

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Mortgage financing for a new home is also conditioned, among other things, on the availability of adequate homeowners’ insurance.

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While the Federal Reserve Board has since decreased the benchmark rate to 3.75%, mortgage interest rates remain elevated compared to recent historical levels.

As a result of these significantly elevated interest rates, the cost of financing a home purchase has increased significantly for the typical home buyer, which has reduced the affordability of mortgage financing and resulted in a decline in the demand for our homes.

As a result of these elevated interest rates, the cost of financing a home purchase has increased significantly for the typical home buyer, which has reduced the affordability of mortgage financing and resulted in a decline in the demand for our homes.

Future increases in mortgage rates could further decrease our buyers’ ability or desire to obtain financing, which would adversely affect our business and financial results.

Any limitation on, or reduction or elimination of, tax benefits associated with homeownership would have an adverse effect upon the demand for homes, which could adversely affect our business and financial results.

Any limitation on, or reduction or elimination of, tax benefits associated with homeownership and/or selling residential real estate would have an adverse effect upon the demand for homes, which could adversely affect our business and financial results.

While federal income tax laws and, in many cases, state income tax laws generally permit certain significant expenses associated with homeownership, primarily mortgage interest expense and property taxes, to be deducted for the purpose of calculating an individual’s taxable income, the ability to deduct mortgage interest expense and property taxes for federal and state income tax purposes is subject to significant limitations.

The federal government or a state government may change its income tax laws by eliminating, further limiting or otherwise substantially reducing these income tax benefits, which may increase the after-tax cost of owning a new home for many of our potential homebuyers.

For example, the Tax Cuts and Jobs Act of 2017 introduced a cap on the amount of state and local taxes (including property taxes) that could be deducted from income for U.S.

federal income tax purposes (the “SALT deduction”) and further limited the deduction of interest paid on certain home mortgages.

Although the OBBBA increased the cap for the SALT deduction through December 31, 2029, the bill also made permanent the limitation on interest paid on certain home mortgages.

In addition, federal and many state income tax laws provide capital gains tax exemptions for certain residential real estate sales, but these exemptions are often subject to caps and other significant limitations.

Any such future changes may have an adverse effect on the residential real estate industry in general.

For example, the loss or reduction of some or all homeowner tax deductions could decrease the demand for new homes.

For example, the loss or reduction of some or all homeowner tax deductions or tax exemptions for home sellers could decrease the demand for new homes or decrease the supply of available homes,

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respectively.

Any such future changes could also have a material adverse impact on our business, results of operations, and financial condition.

The residential real estate industry may be impacted by industry changes, including as the result of certain or future class action lawsuits or government investigations.

The residential real estate industry faces significant pressure from private lawsuits and investigations by the Department of Justice (the “DOJ”) with regards to antitrust and other issues, including with respect to lawsuits and investigations in which we are not a named party.

The residential real estate industry faces significant pressure from private lawsuits and investigations by the DOJ with regards to antitrust, the display of listings on and off the MLS, and other issues, including with respect to lawsuits and investigations in which we are not a named party.

For example, in April 2019, the National Association of Realtors (“NAR”) and certain brokerages and franchisors (including Realogy Holdings Corp., HomeServices of America, Inc., RE/MAX and Keller Williams Realty, Inc.) were named as defendants in a class action complaint alleging a conspiracy to violate federal antitrust laws by, among other things, requiring residential property sellers in Missouri to pay inflated commission fees to buyer brokers (the “NAR Class Action”).

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The NAR settlement received final court approval on November 26, 2024.

Class action suits raising similar claims are pending and the outcome of the NAR Class Action may result in additional such actions being filed.

The revised NAR rules and practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.

Class action suits raising similar or related claims are pending and the outcome of the NAR Class Action may result in additional such actions being filed.

The revised NAR rules and practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate professionals interact with consumers and real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home.

Without mandated commission sharing, for example, we may see the introduction of hourly or a la carte services.

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If such changes have the effect of reducing buyer demand for homes, it would adversely impact our financial condition and results of operations.

In addition, as a result of the NAR settlement, we have begun to offer concessions to buyers instead of paying buyer broker commissions.

In addition, as a result of the NAR settlement, we have begun to offer concessions to certain buyers instead of paying buyer broker commissions.

The Company treats buyer concessions as a reduction to revenue.

This could negatively impact our revenue and gross profit, but is expected to have a neutral impact on our Contribution Profit (Loss) and (Loss) income from operations.

Contribution Profit (Loss) is a non-

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GAAP financial measure.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Profit (Loss) to its nearest comparable GAAP measure.

Contribution Profit (Loss) is a non-GAAP financial measure.

See “ Part II – Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Profit (Loss) to its nearest comparable GAAP measure.

In addition, as a result of the revised NAR rules and practices and otherwise, our competitors and other real estate market participants may engage in conduct that limits our ability to effectively compete, such as by restricting access to proprietary listing data, or by putting homes for sale on a private listing network, or otherwise using a non-MLS platform or mechanism to facilitate the buying and selling of homes instead of publicly through the MLS.

Another industry participant or group could create a new listings data service, which could adversely impact our ability to buy and sell homes.

Changes to our rights to use or timely access listing data, or changes to the way real estate information is shared, could also adversely impact our ability to buy and sell homes, which in turn may materially impact our business, financial condition, and results of operations.

Beyond the NAR Class Action and various similar private actions, beginning in 2018, the DOJ commenced an investigation into NAR for violations of the federal antitrust laws.

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Although changes arising from these lawsuits and investigations are uncertain and challenging to predict, they could result in outcomes that materially impact our business, financial condition, and results of operations.

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We rely on third parties to renovate and repair homes before we resell the homes, and the cost or availability of third-party labor could adversely affect our holding period and investment return for homes.

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Labor and supply shortages, as well as increased demand for home construction, may exacerbate these delays and increase our costs.

The cost and availability of labor may be adversely affected by changes in regulatory policy and trends in labor migration.

The cost and availability of labor may be adversely affected by changes in regulatory policy and enforcement and trends in labor migration.

In addition, the inflation we have experienced in recent years has increased the cost of goods and services that we consume, such as labor and materials costs for home repairs.

Moreover, the current U.S.

presidential administration has implemented tariffs on imports from Canada, Mexico, and China, and has promoted plans to implement tariffs on other countries and pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs.

presidential administration has implemented tariffs on certain goods and services imported from Canada, Mexico, China, and other countries, and has promoted plans to pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs.

We cannot predict what additional actions may ultimately be taken by the U.S.

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Additionally, any undetected issues with a third-party provider’s work may adversely affect our reputation as a home seller.

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.

As part of our business strategy, we may make investments in or acquire complementary companies, products or technologies.

We may acquire or dispose of businesses or pursue other strategic transactions, which could require significant management attention, disrupt our business, dilute or adversely impact stockholder value, and adversely affect our operating results.

As part of our business strategy, we engage in a variety of strategic initiatives and explore potential strategic options.

As a result, among other things, we may make investments in or acquire complementary companies, products or technologies.

We may not realize benefits from acquisitions that we may make in the future.

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Any integration process will require significant time and resources, and we may not be able to manage the process successfully.

We may not successfully evaluate or utilize the acquired business or technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may not successfully evaluate or utilize any acquired business or technology and accurately forecast the financial impact of an acquisition or other strategic transaction, including accounting charges.

We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock.

The sale of equity or issuance to finance any such acquisitions could result in dilution to our stockholders.

The sale of equity or issuance to finance any such acquisitions could result in dilution to our stockholders or adversely impact the price of our common stock.

The incurrence of indebtedness in connection with an acquisition would result in increased fixed obligations and could also include covenants or other restrictions that may impede our ability to manage our operations.

We may also divest or dispose of business lines that no longer fit into our strategy.

Any such transaction may not achieve expected results or may have unanticipated consequences for our business.

A health and safety incident relating to our operations, misconduct by our employees or third parties operating on our behalf or regulatory sanctions could be costly in terms of potential liability and reputational damage.

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A failure to keep our homes safe that results in a major or significant health and safety incident could expose us to liability that could be costly.

We are also subject to risks of errors and misconduct by our employees that could adversely affect our business.

The precautions that we

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take to detect and deter employee misconduct might not be effective.

If any of our employees engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, customer relationships, and our ability to attract new customers.

We are also subject to risks of errors and misconduct by our employees or contractors that could adversely affect our business.

The precautions that we take to detect and deter employee and contractor misconduct might not be effective.

If any of our employees or contractors engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, customer relationships, and our ability to attract new customers.

We also could become subject to regulatory sanctions and significant legal liability, which could cause serious harm to our financial condition, reputation, customer relationships and prospects of attracting additional customers.

The occurrence of any of the above or other incidents could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity.

The occurrence of any of the above or other incidents could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers, employees and contractors, which in turn could have a material adverse effect on our financial results and liquidity.

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There are risks related to our ownership of vacant homes and the listing of those homes for resale that are not possible to fully eliminate.

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If these increased costs are significant across our homes inventory, both in terms of costs per home and numbers of homes impacted, this could have an adverse material impact on our results of operations.

Our mortgage business could fail to achieve expected results, may expose us to greater risk and obligations, and could cause harm to our financial results, operations, and reputation.

We operate our mortgage business through our wholly-owned mortgage subsidiary.

To grow our mortgage business, we expect that such entity will depend, in part, on having access to sufficient capital.

If it does not have sufficient cash on hand, it would not be able to fund new loans.

If our wholly-owned mortgage subsidiary is unable to form or retain relationships with third-party financial institutions to purchase its loans or to comply with any covenants in its agreements with these institutions, it may be unable to sell its loans on favorable terms or at all.

All of the foregoing could cause harm to our financial results, operations, and reputation.

Additionally, we expect that substantially all mortgage loans we originate will be sold into the secondary market.

The gain recognized from such sales will represent a significant portion of our mortgage-related revenue.

Demand in the secondary market and our ability to complete the sale or securitization of mortgage loans depends on factors beyond our control, including general economic conditions, conditions in the banking system, and the willingness of investors to purchase mortgage loans and mortgage-backed securities.

If it is not possible or economical for us to complete such sales, our revenues and margins on new loan originations could be materially and negatively impacted.

When we sell mortgage loans, we make representations and warranties to purchasers and insurers regarding loan quality, compliance with origination guidelines, and adherence to applicable laws.

These representations and warranties typically remain in place for the life of the loan.

In the event of a breach, we may be required to repurchase the mortgage loan or indemnify the purchaser, and any subsequent loss may be borne by us.

Environmentally hazardous conditions, and regulations relating to climate change and energy, may adversely affect us.

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We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, asbestos-containing materials, radon, pesticides, proximity to power lines or other issues.

We cannot assure you that future laws, ordinances or regulations will not impose any material environmental liability or that the current environmental condition of our properties will not be affected by existing conditions of the land, operations in the vicinity of the properties or the activities of unrelated third parties.

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of the land, operations in the vicinity of the properties or the activities of unrelated third parties.

In addition, we may be required to comply with various local, state and federal fire, health, life-safety and similar regulations.

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Any expansion in our markets depends on a number of factors, including the cost, performance, and perceived value associated with our platform and the products and services of our competitors.

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Some of our potential losses may not be covered by insurance.

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Customers and potential customers access our products primarily through our website and mobile applications.

Our ability to attract, retain and serve customers depends on the reliable performance and availability of our website, mobile application, and technology infrastructure.

Our ability to attract, retain and serve customers depends on the reliable performance and availability of our website, mobile application, AI tools and features, and technology infrastructure.

Furthermore, we depend on the reliable performance of third-party networks and mobile infrastructure to provide our technology offerings to our customers and potential customers.

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Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on our business and results of operations and could result in a loss of customers.

We process, store, and use Personal Information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

We process, store, and use Personal Information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and any violation or perceived violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

We receive, store, and process information that relates to individuals and/or constitutes “personal information,” “personal data,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively “Personal Information”) including from and about actual and prospective customers as well as our employees and business contacts.

We are therefore subject to numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, and disclosure and protection of Personal Information, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules.

We are therefore subject to numerous federal, state, and foreign laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, disclosure, and protection of Personal Information, the scope of which are changing, subject to differing interpretations, and may be inconsistent among states and countries or conflict with other rules.

For example, certain of our subsidiaries are considered financial institutions under the Gramm-Leach-Bliley Act (the “GLBA”).

The GLBA regulates, among other things, the use of certain information about individuals in the context of the provision of financial services, including both a “Privacy Rule” (which imposes obligations on financial institutions relating to the use or disclosure of non-public personal information) and a “Safeguards Rule” (which imposes obligations on financial institutions and, indirectly their service providers, to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information).

Additionally, we are subject to laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, such as the Telephone Consumer Protection Act (as implemented by the Telemarketing Sales Rule), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection laws.

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and, indirectly their service providers, to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information).

Additionally, we are subject to laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, such as the TCPA (as implemented by the Telemarketing Sales Rule), the CAN-SPAM Act, and similar state consumer protection laws.

Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain, or our calling and SMS texting practices are not adequate or violate applicable law.

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The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly).

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While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any violations could result in the Federal Trade Commission (“FTC”) seeking civil penalties against us.

While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act and other applicable laws, any violations could result in the FTC or other regulatory authority seeking civil penalties against us.

In addition, there has been a notable increase in class actions in the U.S.

where plaintiffs have utilized a variety of laws, including state wiretapping laws, in relation to the use of chatbots, cookies and other tracking technologies.

We generally seek to align our practice with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties.

We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible.

However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or regulations, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent.

Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of Personal Information or other customer data, may result in governmental enforcement actions (including fines and penalties), litigation, or public statements against us by consumer advocacy groups or others.

Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of Personal Information or other customer data, may result in governmental enforcement actions (including fines and penalties), litigation (including class action lawsuits), or public statements against us by consumer advocacy groups or others.

For example, in the United States, the FTC and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the FTC Act or similar state laws.

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Further, these proceedings and any subsequent adverse outcomes may cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of Personal Information, or regarding the manner in which the express or implied consent of customers for the use and disclosure of Personal Information is obtained (including for advertising purposes), could require us to modify our products and features, possibly in a material manner and subject to increased compliance costs, which may limit our ability to develop new products and features that make use of the Personal Information that our customers voluntarily share.

In addition, in recent years, certain states have adopted or modified data privacy and security laws and regulations that may apply to our business.

For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), imposes obligations and restrictions on companies regarding their collection, use, and sharing of Personal Information and provides data privacy rights to California residents.

For example, the CCPA imposes obligations and restrictions on companies regarding their collection, use, and sharing of Personal Information and provides data privacy rights to California residents.

The CCPA, like other comprehensive state privacy laws, imposes a severe statutory damages framework.

The CCPA requires covered businesses to, among other things, provide disclosures to California consumers, and afford such consumers privacy rights such as the ability to opt-out of certain sales or the sharing of Personal Information and expands rights to access and requires deletion of their Personal Information, and receive detailed information about how their Personal Information is collected, used and shared.

The CCPA requires covered businesses to, among other things, provide disclosures to California consumers, and it affords such consumers privacy rights such as the ability to opt-out of certain sales or the sharing of Personal Information, access their Personal Information, request the deletion of their Personal Information, and receive detailed information about how their Personal Information is collected, used and shared.

The CCPA provides for civil penalties for violations, as well as a private right of action for certain security breaches that may increase security breach litigation.

The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws.

For example, since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable, including recently in Oregon, Texas, and Montana.

For example, since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in numerous U.S.

These laws may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use Personal Information, our financial condition, the results of our operations or prospects.

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Any of the foregoing could materially adversely affect our brand, reputation, business, results of operations, and financial condition.

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Failure to protect our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.

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We also have numerous registered trademarks and patents to protect certain aspects of our intellectual property, and copyrights to protect certain other aspects of our intellectual property.

However, we may be unable to secure

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intellectual property protection for all of our technology and methodologies, or the steps we take to enforce our intellectual property rights may be inadequate.

However, we may be unable to secure intellectual property protection for all of our technology and methodologies, or the steps we take to enforce our intellectual property rights may be inadequate.

Furthermore, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and we may not be able to prevent infringement or misappropriation of our proprietary rights without incurring substantial expense.

If our intellectual property rights are used or misappropriated by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our products and methods of operations.

Additionally, any changes in, or unfavorable interpretations of, intellectual property or employment-related laws, rules or regulations may compromise our ability to enforce our trade secret and intellectual property rights.

For example, some jurisdictions have introduced bans on noncompete agreements, which increases the risk of our employees in those jurisdictions transferring their skills and knowledge to the benefit of our competitors.

Any of these events would have a material adverse effect on our business, results of operations, and financial condition.

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While these prior claims have not been material and have all been resolved, there may be additional claims in the future where, if we are not successful in defending ourselves against these claims, we may be required to pay damages and may be subject to injunctions, each of which could harm our business, results of operations, financial condition and reputation.

Issues in, and increasing regulation with respect to, the development and use of artificial intelligence (“AI”) may result in reputational harm or liability.

We use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively, “AI Technologies”) throughout our business, and are making investments in this area.

For example, we currently incorporate AI Technologies into our pricing algorithms, and our research into and continued development of such capabilities to build additional proprietary real estate specific models remain ongoing.

Issues in, and increasing regulation with respect to, the development and use of AI may result in reputational harm or liability.

In 2025, we began operating on a “default to AI” basis in all aspects of our operations.

For example, we currently

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incorporate AI Technologies into our pricing algorithms, and our research into and continued development of such capabilities to build additional proprietary real estate specific models remain ongoing.

We expect that increased investment will be required in the future to continuously improve our use of AI Technologies.

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Incorporating AI Technologies into our pricing algorithms and other models to potentially improve internal functions and operations presents further risks and challenges.

While we aim to use AI Technologies ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

The use of AI Technologies to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining AI Technologies, such as developing and maintaining appropriate datasets for such support.

Further, dependence on AI Technologies without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with

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customers and business partners;

by producing inaccurate outcomes based on flaws in the underlying data;

While we aim to use AI Technologies ethically and accurately, and attempt to identify and mitigate ethical or legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

The use of AI Technologies to support business operations also carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining AI Technologies, such as developing and maintaining appropriate datasets for such support.

Moreover, AI, including our use of AI, may create additional cybersecurity risks or increase existing cybersecurity risks, and may result in, or increase impacts of, cyberattacks, security breaches, phishing attacks, personal data breaches, or other incidents.

For example, threat actors are increasingly using tools and techniques, some of which are developed or enhanced by AI, that circumvent controls, evade detection, and remove forensic evidence, which means that we and others may be unable to anticipate, detect, deflect, contain or recover from cyberattacks in a timely or effective manner.

Further, dependence on AI Technologies without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers and business partners;

by producing inaccurate outcomes based on flaws in the underlying data or otherwise;

or other unintended results.

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Inadequate AI Technology development or deployment practices by us or others could result in incidents that impair the effectiveness of AI solutions or cause harm to individuals or society, including unintended biases and discriminatory outcomes.

Third-party AI capabilities that can be integrated with our platforms could produce false or “hallucinatory” inferences about customer data or enterprises, or other information or subject matter.

These deficiencies and other failures of AI Technologies could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

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Further, incorporating AI Technologies gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI Technology is an emerging technology for which the legal and regulatory landscape is not fully developed, (including potential liability for breaching intellectual property or privacy rights or other laws).

regulators are applying existing authority to adopt laws and regulations and take other actions with respect to AI Technologies, including the risks described above.

For example, the current U.S.

presidential administration has rescinded an executive order relating to the safe and secure development of AI Technologies that was implemented by the previous administration.

The current administration then issued a new executive order that, among other things, requires certain agencies to develop and submit to the President action plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible, rescind rulemaking taken pursuant to the rescinded executive order.

Thus, the current administration may continue to rescind other existing federal orders and/or administrative policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI Technologies in the future.

Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive.

Legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level.

For example, the California Privacy Protection Agency is currently in the process of finalizing regulations under the CCPA regarding the use of automated decision-making.

Such additional regulations may impact our ability to develop, use and commercialize AI Technologies in the future.

California also enacted seventeen new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI.

Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.

Such additional regulations may impact our ability to develop, use, procure and commercialize AI Technologies in the future.

While new AI Technologies initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI Technologies into our offerings.

In the United States, the regulatory framework for AI Technologies faces significant uncertainty.

At the federal level, Congress has yet to enact meaningful AI legislation.

Instead, federal policy on AI has been shaped by a series of executive orders that have shifted priorities and requirements substantially depending on the administration in power.

In October 2023, President Biden issued an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which emphasized AI safety and security and addressed topics such as civil rights, privacy, consumer protection, and accountable federal use of AI.

In January and July 2025, President Trump issued three executive orders on AI, one of which repealed President Biden’s 2023 Executive Order, shifting the focus towards removing regulatory barriers to the adoption of AI Technologies and accelerating AI deployment.

In the absence of federal AI legislation, states have filled the void by enacting laws regulating different aspects of AI Technologies.

For example, California has enacted laws and regulations related to AI safety protocols and reporting and transparency, among other AI-related topics.

In addition, Colorado’s Artificial Intelligence Act will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination (among other requirements), and the Texas Responsible Artificial Intelligence Governance Act prohibits the development and deployment of AI systems for certain purposes while establishing a regulatory sandbox.

Moreover, state AI laws like Colorado’s Artificial Intelligence Act and various state privacy laws, including the CCPA, regulate the use of automated decision making technology, particularly when it results in legal or similarly significant effects on individuals, and provide rights to individuals with respect to such technology.

Numerous other states have enacted, passed, or are considering AI-focused legislation, creating a patchwork of regulations and a complex compliance challenge.

However, the durability of these laws and the potential of additional state-

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level legislative activity faces uncertainty following President Trump’s December 2025 Executive Order “Ensuring a National Policy Framework for Artificial Intelligence.” This Executive Order establishes a federal policy favoring a uniform national AI regulatory framework designed to promote innovation and U.S.

global competitiveness.

The order directs federal agencies to identify, challenge, and potentially preempt state and local AI laws that are viewed as inconsistent with or burdensome to this national approach.

It remains to be seen how agencies will effectuate this directive, and how states will approach AI legislation moving forward.

Any or all of the foregoing regulatory developments could materially adversely affect our business, results of operations, and financial condition.

Further, any failure or perceived failure by us to comply with existing or newly enacted laws, regulations and other requirements relating to AI Technologies could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions.

Our services utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could negatively affect our business.

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These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to re-engineer our software or change our products or services, any of which would have a negative effect on our business and results of operations.

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We rely on licenses to use the intellectual property rights of third parties that are incorporated into our products and services.

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If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

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Our software is highly complex and may contain undetected errors.

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We operate in highly regulated businesses through a number of different channels across the United States.

As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate, settlement services, insurance, construction, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws.

These laws are complex and sometimes ambiguous, and can be costly to comply with, require significant management time and effort, require a substantial investment in technology, and subject us to supervisory audits, claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.

We buy and sell homes, provide real estate brokerage services, provide title insurance and settlement services, provide other product offerings, and have historically provided mortgage lending and brokerage services, which results in us receiving or facilitating transmission of Personal Information.

This information is increasingly subject to legislation and regulation in the United States.

These laws and regulations are generally intended to protect the privacy and security of Personal Information, including borrower Social Security numbers and credit card information that is collected, processed and transmitted.

As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, insurance, construction, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws.

These laws are complex and sometimes ambiguous, could directly impact our operations, and can be costly to comply with, require significant management time and effort, require a substantial investment in technology, and subject us to supervisory audits, claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.

For example, members of Congress and lawmaking bodies in several different states have proposed, and, in some cases enacted, legislation intended to disincentivize or restrict certain business entities, pooled investment funds, and institutional purchasers from acquiring, owning, or, in some cases, obtaining an interest in, single-family residential real estate.

These laws and proposals generally attempt to prohibit or discourage restricted entities from purchasing residential real estate, and/or establish a maximum allowable number of single-family residential homes that can be purchased or held in inventory by certain specified types of entities.

Some of these proposals would establish statutory penalties for violations, while others attempt to establish significant tax penalties to be levied upon (or attempt to limit or eliminate certain tax deductions or benefits for) specified purchasers and owners of single-family residential homes.

Additionally, in January 2026, President Trump issued an executive order directing federal agencies to prevent agencies and government-sponsored enterprises from facilitating the acquisition by “large institutional investors” of “single-family homes” in the United States that could otherwise be purchased by individual owner-occupants.

The order directs the Secretary of the Treasury to develop definitions of “large institutional investor” and “single-family home” and calls on Congress to enact legislation codifying these restrictions.

Additionally, the order requires owners of single-family rentals participating in federal housing assistance programs to disclose direct or indirect ownership interests to determine involvement of large institutional investors.

The order also directs the Attorney General and the Federal Trade Commission to review substantial acquisitions by large institutional investors of single-family homes for anti-competitive effects and to prioritize enforcement of antitrust laws against coordinated vacancy and pricing strategies.

If our home acquisition activities attract antitrust scrutiny under this directive, we could be subject to investigations, enforcement actions, or restrictions that could materially impact our business operations and strategic initiatives.

Such changes in the law could have broad consequences on participants in the mortgage and general real estate industries.

Such consequences could include, without limitation, restricting single-family rental owners and/or operators from acquiring or

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also can restrict our use of this Personal Information for other commercial purposes.

We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information, if penetration of network security or misuse of Personal Information occurs, or if the third parties that we engage with to provide processing and screening services violate applicable laws and regulations, misuse information, or experience network security breaches.

owning single-family residential properties, forced divestiture of single-family real estate already owned, restricting entities from holding security interests in single-family real estate, restricting parties from taking ownership of single-family real estate through foreclosure of a security interest, decreasing or barring certain tax deductions for certain purchasers or owners of single-family real estate or levying substantial taxes or penalties on these and other activities.

Depending on the individual law, restricted parties could be read to include certain issuers of mortgage-backed securities and other pooled investment entities.

While we do not expect Opendoor to be classified as a “large institutional investor” under the pending definitions, the scope of such definitions remains uncertain.

If Opendoor is included within the definition of “large institutional investor” or another restricted entity, these restrictions could have a significant adverse impact on our ability to buy and sell homes, access GSE programs for financing or securitization purposes, or participate in federal housing programs.

Additionally, certain of these proposals may cause originators of residential consumer loans to curtail or potentially cease originating and selling loans collateralized by properties in specific states, which could have an adverse effect on our mortgage business.

These and other potential consequences could materially and adversely impact our business, financial condition, and results of operations.

We buy and sell homes, operate a mortgage business, provide real estate brokerage services, provide title insurance and settlement services, provide other product offerings, and have historically provided brokerage services, which results in us receiving or facilitating transmission of Personal Information.

This information is increasingly subject to legislation and regulation in the United States.

These laws and regulations are generally intended to protect the privacy and security of Personal Information, including borrower Social Security numbers, banking information, and credit card information that is collected, processed and transmitted.

These laws also can restrict our use of this Personal Information for other commercial purposes.

We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information, if penetration of network security or misuse of Personal Information occurs, or if the third parties that we engage with to provide processing and screening services violate applicable laws and regulations, misuse or mishandle information, or experience network security breaches.

In order to provide the broad range of products and services that we offer customers, certain of our subsidiaries maintain title insurance and escrow, property and casualty insurance, construction, and real estate licenses in certain states in which we operate.

These entities are subject to stringent state and federal laws and regulations and to the scrutiny of state and federal government agencies as licensed businesses.

These entities are subject to stringent local, state, and federal laws and regulations and to the scrutiny of state and federal government agencies as licensed businesses.

Mortgage products are regulated at the state level by licensing authorities and administrative agencies, with additional oversight from the CFPB and other federal agencies.

These laws generally regulate the manner in which lending and lending-related activities, including mortgage brokering, are marketed or made available to consumers, including, but not limited to, advertising, finding and qualifying applicants, the provision of consumer disclosures, payments for services, and record keeping requirements;

these laws include, at the federal level, RESPA, the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act), the Truth in Lending Act (including the Home Ownership and Equity Protection Act of 1994), the Equal Credit Opportunity Act, the Fair Housing Act, the GLBA, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, the Federal Trade Commission Act, the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, the Bank Secrecy Act (including the Office of Foreign Assets Control and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act), the TCPA, the Mortgage Acts and Practices Advertising Rule (Regulation N), all implementing regulations, and various other federal laws.

The CFPB also has broad authority to regulate mortgage origination activities and enforce prohibitions on practices that it deems to be unfair, deceptive or abusive.

The growing regulatory focus on AI/automated underwriting, digital mortgage platforms, property valuation models, and fair lending may require us to adapt our business practices and could affect our ability to maintain compliance.

Heightened uncertainty exists with respect to the future of the CFPB, including its leadership and enforcement priorities.

Additionally, state and local laws may restrict the amount and nature of interest and fees that may be charged by a lender or mortgage broker, impose more stringent privacy requirements and protections for servicemembers, and/or otherwise regulate the manner in which lenders or mortgage brokers operate or advertise.

We cannot predict the specific legislative or executive actions that may result or what impact such changes may have on our mortgage operations.

As a buyer and seller of residential real estate through our business, we hold real estate brokerage licenses in multiple states and may apply for additional real estate brokerage licenses as our business grows.

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Department of Housing and Urban Development, and the states and municipalities in which we transact.

Further, due to the geographic scope of our operations and the nature of the products and services we provide, certain of our other subsidiaries maintain real estate brokerage, property and casualty, and title insurance and escrow, and construction licenses in certain states in which we operate.

Further, due to the geographic scope of our operations and

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the nature of the products and services we provide, certain of our other subsidiaries maintain real estate brokerage, property and casualty, and title insurance and escrow, and construction licenses in certain states in which we operate.

Each of these licenses subjects our subsidiaries to different federal, state, and local laws and the scrutiny of different licensing authorities, including state insurance departments.

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For certain licenses, we are required to designate individual licensed brokers of record, qualified individuals and control persons.

Certain licensed entities also are subject to routine examination and monitoring by the CPFB (for title and escrow) and/or state licensing authorities.

We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with local, state and federal real estate, title insurance and escrow, property and casualty insurance, real estate licensing and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance.

Certain licensed entities also are subject to routine examination and monitoring by the CFPB (for mortgage and title and escrow) and/or state licensing authorities.

We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with local, state and federal real estate, title insurance and escrow, property and casualty insurance, real estate and mortgage licensing and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance.

As a result of findings from examinations, we also may be required to take a number of corrective actions, including modifying business practices and making refunds of fees or money earned.

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Compliance with applicable U.S.

and foreign laws and regulations, such as labor laws, anti-corruption laws, anti-bribery laws, anti-money laundering laws, tax laws, foreign exchange controls and data privacy and data localization requirements, increases our cost of doing business.

and foreign laws and regulations, such as labor laws, immigration laws, anti-corruption laws, anti-bribery laws, anti-money laundering laws, tax laws, foreign exchange controls and data privacy and data localization requirements, increases our cost of doing business.

Although we have implemented policies and procedures to comply with these laws and regulations, a violation by us or our employees, contractors or agents could nevertheless occur.

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Violations of these laws and regulations could materially adversely affect our brand, international growth efforts and business.

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We entered into a consent order with the FTC that imposes ongoing obligations.

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If we fail to comply, or are alleged to be in noncompliance with the consent order, we could be subject to additional regulatory or governmental investigations or civil actions, which may result in significant monetary fines, judgments or other penalties that could have a material adverse effect on our business.

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We are, and may in the future be, subject to securities litigation, which is expensive and could divert management attention.

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We are currently, and may in the future be, the target of this type of litigation.

For example, securities litigation claims related to our pricing algorithm were filed against us and certain of our current and former officers and directors in 2022 and 2023.

For example, securities litigation claims related to our pricing algorithm and other shareholder derivative matters were filed against us and certain of our current and former officers and directors in 2022 and 2023.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 19, Commitments and Contingencies ” for additional information regarding the securities litigation claims against us.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 19.

Commitments and Contingencies ” for additional information regarding the securities litigation claims against us.

Litigation is inherently uncertain and adverse rulings could occur, including monetary damages.

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Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles.

A change in these principles

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or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Our management is required to evaluate the effectiveness of our internal control over financial reporting.

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An adverse report may be issued in the event our auditor is not satisfied with the level at which our controls are documented, designed or operating.

When evaluating our internal control over financial reporting, we have identified in the past, and may identify in the future, material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.

If we identify any material weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is ineffective, or if our auditor is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations.

When evaluating our internal control over financial reporting, we have identified in the past, and may identify in the future, material weaknesses in our internal control over financial reporting.

If we identify any material weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 or assert that our internal control over financial reporting is ineffective, or if our auditor is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations.

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In addition, our internal control over financial reporting will not prevent or detect all errors and fraud.

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These rules and regulations result in legal and financial compliance expenses that are costly and our management and other personnel will continue to need to devote a substantial amount of time to these compliance initiatives.

The increased costs will increase our net loss.

The increased costs are expected to increase our net loss in the near term.

For instance, while we have already incurred substantial expenses in obtaining director and officer liability insurance, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance in the future, and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage.

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The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors (the “Board”), our Board committees or as executive officers.

We could be subject to additional tax liabilities and our ability to use our net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.

We could be subject to additional tax liabilities and our ability to use our net operating loss carryforwards and other tax attributes may be limited in connection with past or future ownership changes.

We are subject to federal and state income and non-income taxes in the United States, and foreign income and non-income taxes in Canada and India.

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Our effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to our existing business and operations, acquisitions and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles and interpretations.

We are required to take positions regarding the interpretation of complex statutory and regulatory tax rules and on valuation matters that are

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subject to uncertainty, and the U.S.

We are required to take positions regarding the interpretation of complex statutory and regulatory tax rules and on valuation matters that are subject to uncertainty, and the U.S.

Internal Revenue Service (“IRS”) or other tax authorities may challenge the positions that we take.

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As of December 31, 2025, we had federal and state net operating loss (“NOL”) carryforwards of $3.0 billion and $2.4 billion, respectively, a portion of which were generated in taxable years beginning on or before December 31, 2017.

Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), as modified by the CARES Act, U.S.

Under the Tax Cuts and Jobs Act of 2017, as modified by the CARES Act, U.S.

federal net operating loss carryforwards generated in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income.

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An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination (as defined herein) or other past or future transactions, some of which are out of our control.

Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with past or future transactions, some of which are out of our control.

Similar rules may apply under state tax laws.

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Changes in tax laws or tax rulings could materially affect our business, results of operations, and financial condition.

The tax regimes we are subject to or operate under, including income and non-income (including indirect) taxes, may be subject to significant change.

Changes in tax laws or tax rulings, changes in interpretations of existing laws, or new tax laws supported by the current U.S.

Changes in tax laws or tax rulings, changes in interpretations of existing laws, or new tax laws, including those supported by the current U.S.

presidential administration related to housing policy could materially adversely affect our results of operations and financial condition.

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publicly traded corporations on or after January 1, 2023, which may affect any future share repurchases we undertake.

In addition, as of January 1, 2022, the Tax Act required research and experimental expenditures attributable to research conducted within the United States to be capitalized and amortized ratably over a five-year period.

Any such expenditures attributable to research conducted outside the United States must be capitalized and amortized over a 15-year period.

In addition, on July 4, 2025, the OBBBA enacted a number of changes to the Code, including the restoration of immediate recognition of domestic research and development expenditures for tax years beginning after December 31, 2024 and the reinstatement of 100% bonus depreciation for qualifying property acquired after January 19, 2025.

Accordingly, the determination of our overall provision for income and other taxes is inherently uncertain as it requires significant judgment around complex transactions and calculations.

As a result, fluctuations in our ultimate tax obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition and results of operations in the periods for which such determination is made.

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Risks Related to Our Liquidity and Capital Resources

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If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of our common stock, or may require us to agree to unfavorable terms, and our existing stockholders may experience significant dilution.

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If new financing sources are required, but are insufficient or unavailable, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition, and prospects could be adversely affected.

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Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

As of December 31, 2024 we had approximately $1.9 billion of non-recourse asset-backed loans.

As of December 31, 2025, we had approximately $1.1 billion of non-recourse asset-backed debt.

Our leverage could have meaningful consequences to us, including increasing our vulnerability to economic downturns, limiting our ability to withstand competitive pressures, or reducing our flexibility to respond to changing business and economic conditions.

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(3) debt service obligations or facility prepayments could reduce funds available for capital investment and general corporate purposes;

(4) the conversion of our outstanding convertible notes and their corresponding settlement in whole or in part in cash could adversely affect our liquidity;

and (5) any default on our indebtedness could result in acceleration of the indebtedness and foreclosure on the homes collateralizing that indebtedness, with our attendant loss of any prospective income and equity value from such property.

Any of these risks could place strains on our cash flows, reduce our ability to grow, and adversely affect our results of operations.

If the holders of our 0.25% convertible senior notes due in 2026 (the “2026 Notes”) become entitled to convert the 2026 Notes pursuant to the related indenture and one or more holders elect to convert their 2026 Notes, we would be required to elect to settle either all or a portion of our conversion obligation in cash, which could adversely affect our liquidity.

In addition, even if holders do not elect to convert their 2026 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Convertible Senior Notes (as defined below) or to repurchase the Convertible Senior Notes for cash following a fundamental change or, in respect of the 2030 Notes, to repurchase the 2030 Notes if the holders of the 2030 Notes require so on May 15, 2028, and our future debt may contain limitations on our ability to pay cash upon conversion of the Convertible Senior Notes or to repurchase the Convertible Senior Notes.

Holders of our 0.25% convertible senior notes due 2026 (the “2026 Notes”) or our 7.00% convertible senior notes due 2030 (the “2030 Notes” and together with the 2026 Notes, the “Convertible Senior Notes”) have the right to convert their Convertible Senior Notes:

• during any calendar quarter, if the last reported sale price of our common stock exceeds 130% of the conversion price for each of at least twenty business days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

• during the five consecutive business day period after any 10 consecutive trading day period if the trading price per $1,000 principal amount of the applicable Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate of the notes on each such trading day;

• upon the occurrence of specified corporate events;

• if we call any or all of the Convertible Senior Notes for redemption, at any time prior to the close of business on the scheduled trading day prior to the redemption date.

If one or more holders elect to convert their Convertible Senior Notes, such conversions of the Convertible Senior Notes will be settled in cash up to at least the principal amount being converted.

During the quarter ended December 31, 2025, the last reported sale price of our common stock exceeded 130% of the conversion price of our 2030 Notes for the requisite period described above.

As a result, the holders of our 2030 Notes are entitled to convert such 2030 Notes pursuant to the terms of the indenture governing the 2030 Notes at their option at any time during the quarter ending March 31, 2026.

If the holders of our 2030 Notes elect to convert their 2030 Notes and we elect to satisfy our conversion obligation by fully or partially settling through the payment of cash, our liquidity may be adversely affected.

If the holders of our 2030 Notes elect to convert their notes and we elect to partially satisfy our conversion obligation by delivering shares of our common stock, there may be a substantial dilutive effect on our common stock.

Even if holders do not elect to convert their 2030 Notes, we are required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2030 Notes as a current rather than long-term liability, which has had and may continue to result in a material reduction of our net working capital.

In addition, subject to limited exceptions, holders of the Convertible Senior Notes have the right to require us to repurchase their 2026 Notes or 2030 Notes, respectively, upon the occurrence of a fundamental change at a cash repurchase price generally equal to 100% of the principal amount of the applicable Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Further, holders of the 2030

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We may not have the ability to raise the funds necessary for cash settlement upon conversion of the 2026 Notes or to repurchase the 2026 Notes for cash following a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion of the 2026 Notes or to repurchase the 2026 Notes.

Subject to limited exceptions, holders of the 2026 Notes have the right to require us to repurchase their 2026 Notes upon the occurrence of a fundamental change at a cash repurchase price generally equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, upon conversion of the 2026 Notes, we will be required to make cash payments in respect of the 2026 Notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2026 Notes surrendered therefor or pay the cash amounts due upon conversion.

In addition, our ability to repurchase the 2026 Notes or to pay cash upon conversions of the 2026 Notes may be limited by applicable law, by regulatory authorities or by agreements governing our future indebtedness.

Our failure to repurchase the 2026 Notes at a time when such repurchase is required by the indenture governing the 2026 Notes or to pay the cash amounts due upon future conversions of the 2026 Notes as required by such indenture would constitute a default under such indenture.

A default under the indenture governing the 2026 Notes or the fundamental change itself may also lead to a default under agreements governing our existing or future indebtedness, which may result in such existing or future indebtedness becoming immediately payable in full.

We may not have sufficient funds to satisfy all amounts due under such existing or future indebtedness and repurchase the 2026 Notes or make cash payments upon conversions thereof.

The accounting method for reflecting the 2026 Notes on our balance sheet, accruing interest expense for the 2026 Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

Notes have the right to require us to repurchase all or part of their 2030 Notes on May 15, 2028 at a cash repurchase price equal to 100% of the principal amount of their 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Senior Notes surrendered therefor or pay the cash amounts due upon conversion.

In addition, our ability to repurchase the Convertible Senior Notes or to pay cash upon conversions of the Convertible Senior Notes may be limited by applicable law, by regulatory authorities or by agreements governing our future indebtedness.

Our failure to repurchase the Convertible Senior Notes at a time when such repurchase is required by the indenture governing the Convertible Senior Notes or to pay the cash amounts due upon future conversions of the Convertible Senior Notes as required by such indenture would constitute a default under such indenture.

A default under the indenture governing the Convertible Senior Notes or the fundamental change itself may also lead to a default under agreements governing our existing or future indebtedness, which may result in such existing or future indebtedness becoming immediately payable in full.

We may not have sufficient funds to satisfy all amounts due under such existing or future indebtedness and repurchase the Convertible Senior Notes or make cash payments upon conversions thereof.

The accounting method for reflecting the Convertible Senior Notes on our balance sheet, accruing interest expense for the Convertible Senior Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

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We early adopted the provisions of ASU 2020-06 effective January 1, 2021.

In accordance with ASU 2020-06, the 2026 Notes are reflected as a liability on our consolidated balance sheets, with the initial carrying amount equal to the principal amount of the 2026 Notes, net of issuance costs.

The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the 2026 Notes.

As a result of this amortization, the interest expense that we expect to recognize for the notes for accounting purposes will be greater than the cash interest payments we will pay on the notes, which will result in lower reported earnings.

In addition, the shares underlying the 2026 Notes are reflected in our diluted earnings per share using the “if-converted” method.

Under that method, if the conversion value of the 2026 Notes exceeds their principal amount for a reporting period, then we calculate our diluted earnings per share assuming that all of the 2026 Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.

However, if reflecting the 2026 Notes in diluted earnings per share in this manner is anti-dilutive, or if the conversion value of the 2026 Notes does not exceed their principal amount for a reporting period, then the shares underlying the 2026 Notes are not reflected in our diluted earnings per share.

In accordance with ASU 2020-06, the Convertible Senior Notes are reflected as a liability on our consolidated balance sheets, with the initial carrying amount equal to the principal amount of the Convertible Senior Notes, net of any debt discount and debt issuance costs.

The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Convertible Senior Notes.

As a result of this amortization, the interest expense that we expect to recognize for the Convertible Senior Notes for accounting purposes will be greater than the cash interest payments we will pay on the Convertible Senior Notes, which will result in lower reported earnings.

In addition, the shares underlying the Convertible Senior Notes are reflected in our diluted earnings per share using the “if-converted” method.

Under that method, if the conversion value of the Convertible Senior Notes exceeds their principal amount for a reporting period, then we calculate our diluted earnings per share assuming that all of the Convertible Senior Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.

However, if reflecting the Convertible Senior Notes in diluted earnings per share in this manner is anti-dilutive, or if the conversion value of the Convertible Senior Notes does not exceed their principal amount for a reporting period, then the shares underlying the Convertible Senior Notes are not reflected in our diluted earnings per share.

The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

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Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5.

Credit Facilities and Long-Term Debt ” for additional information regarding our debt and financing arrangements.

Credit Facilities, Long-Term Debt, and Convertible Notes ” for additional information regarding our debt and financing arrangements.

In connection with our floating rate debt, we may seek to obtain interest rate protection in the form of swap agreements, interest rate cap contracts or other derivatives or instruments to hedge against the possible negative effects of interest rate increases.

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Even if we are successful in obtaining interest rate hedges, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder.

We may use derivatives and other instruments to reduce our exposure to interest fluctuations and those derivatives and other instruments may not prove to be effective.

We may use derivatives and other instruments to reduce our exposure to interest rate fluctuations and those derivatives and other instruments may not prove to be effective.

We may use derivatives or other instruments to reduce our exposure to adverse changes in interest rates.

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Additional Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile.

The price of our common stock may fluctuate due to a variety of factors, including:

Additional Risks Related to Ownership of Our Common Stock and Warrants

The price of our common stock and Warrants (as defined herein) have been and may in the future be volatile.

The price of our common stock and Warrants have fluctuated and may fluctuate in the future due to a variety of factors, including:

• changes in the industries in which we and our customers operate;

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• actual or anticipated fluctuations in our quarterly or annual operating results;

• publication of research reports by securities analysts about us or our competitors or our industry;

• publication of research reports by securities analysts or other third parties about us or our competitors or our industry, which may be inaccurate or unfavorable;

• changes in financial estimates and recommendations by securities analysts;

• issuances of shares of our common stock upon conversion of our 2026 Notes;

• issuances of shares of our common stock upon conversion of our Notes and exercise of our Warrants;

• general speculation by investors and others;

• short sellers manipulating our stock, resulting in a price decrease;

• “short squeezes” and “meme” trading of our common stock or the common equity of companies in our industry;

• our business being subject to seasonality with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter;

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• general economic and political conditions, such as interest rate increases, including the recent significant increases in 2022 and 2023, higher inflation and decreased consumer confidence, recessions, the future impacts of pandemics or epidemics, local and national elections, fuel prices, international currency fluctuations, corruption, inflation, political instability, and acts of war or terrorism.

In addition, interest in our common stock from retail and other individual investors, for reasons that are unrelated to our underlying business or macroeconomic or industry fundamentals, could result in increased volatility in the market price of our common stock.

For instance, in July 2025, the bid price of our common stock fluctuated between a low of $0.5267 and a high of $4.97, with significant increases in volume over our typical daily trading volume.

The recent market volatility and trading patterns we have experienced may be related to, among other factors, strong and atypical retail investor interest, including on social media and online forums, and create several risks for investors, including the following:

• the market price of our common stock and Warrants have experienced and may continue to experience rapid and substantial increases or decreases that are unrelated to our operating performance, macro or industry fundamentals, and substantial increases may be inconsistent with the risks and uncertainties that we continue to face;

• factors in the public trading market for our securities may include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors;

• we have received, and may continue to receive, media coverage that is published or otherwise disseminated by third parties, including blogs, articles, message boards and social and other media, that may not be attributable to the Company and may not be reliable or accurate;

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• to the extent volatility in our common stock is caused by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated;

• if the market price of our securities declines, investors may be unable to resell shares of our common stock at or above the price at which their investment was made.

Our securities may continue to fluctuate or decline significantly in the future, which may result in substantial losses.

Furthermore, the stock markets in recent years have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of the equity securities of many companies.

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Past, current, and future securities litigation against us could result in substantial costs and divert management's attention from other business concerns, which could harm our business, results of operations or financial condition.

These market and industry factors may materially reduce the market price of our common stock regardless of our operating performance.

In addition, if the closing price of our common stock remains below $1.00 for 30 consecutive trading days, we have in the past and may in the future receive a notice from Nasdaq indicating that we are not in compliance with Nasdaq’s minimum bid price rule.

There can be no assurance that our common stock will continue to close at or above the $1.00 per share minimum bid price as required by Nasdaq, or that we will otherwise meet the requirements of Nasdaq for continued inclusion for listing on The Nasdaq Global Select Market.

If we are unable to remain listed on Nasdaq or another national securities exchange, we and our stockholders could face significant material adverse consequences, including limited availability of market quotations and analyst coverage for our common stock, and reduced liquidity for the trading of our securities.

Additionally, any efforts to regain compliance with Nasdaq's listing standards in the future may result in increased expenses and our management and other personnel needing to devote significant time to the process.

These market and industry factors may materially reduce the market price of our securities regardless of our operating performance.

We do not intend to pay cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board deems relevant.

Any future determination to pay cash dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board deems relevant.

We will issue additional shares of our common stock upon the exercise of Warrants (as defined below), which may have a substantial dilutive effect on our common stock.

Holders of our warrants issued by us on November 21, 2025, as a distribution to all holders of the shares of our common stock and the 2030 Notes (the “Warrants”), have the right to purchase shares of our common stock at the applicable exercise price at any time prior to expiry, which is subject to automatic acceleration upon satisfaction of certain conditions related to the price of our common stock.

Accordingly, we expect that holders of the Warrants will exercise their Warrants prior to expiry if the price of our common stock at such time exceeds the applicable exercise price of the Warrants, in which case we will be issuing shares of our common stock to such holders at a price that is lower than the price of our common stock at such time.

In addition, we have the right to change the exercise method of the Warrants from cash exercise to net exercise, in which case we will not receive any proceeds from such exercise of the Warrants.

These issuances of our common stock resulting from the exercise of the Warrants may have a substantial dilutive effect on our common stock.

Our Warrants are subject to a number of terms and processes that may, among other things, impact or cause you to lose the value of the Warrants.

Our Warrants include terms and provisions that can impact a holder’s ability to exercise a Warrant, recover the value of an investment in our shares of common stock upon exercise of a Warrant, receive shares upon exercise of a Warrant, among others.

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• a holder of our Warrants may sustain financial other loss following exercise if the value of our shares of common stock declines;

• if a holder of our Warrants exercises their Warrants during a net exercise period and the net exercise formula results in zero or a negative number of shares, such holder would not receive any shares upon exercise of the Warrant and the Warrant will cease to be outstanding;

• our Warrants do not provide for automatic exercise, even if the value of shares of our common stock receivable upon exercise of a Warrant exceeds the warrant exercise price, and any Warrant held that is not exercised (including due to failure to pay the warrant exercise price when due) during the exercise period will expire unexercised, meaning the Warrants will no longer exist, and the holders of Warrants will also not receive any shares of our common stock nor other value in connection with such Warrants;

• if an early expiration price condition is triggered with respect to any series of Warrants, the expiration date for such series of Warrants will automatically accelerate to an earlier expiration date, unless we set an alternate expiration date for such series of Warrants;

• the settlement process for the receipt of shares of common stock following the exercise of a Warrant is conducted by outside parties and broker-dealers and is therefore outside of our control and may take several business days, during which time party exercising the Warrants could experience a significant loss of investment;

• in general, the holder of a Warrant will have rights with respect to our shares of common stock only if such holder receives shares of our common stock upon exercising the Warrants and only as of the date when such holder become a record owner of the shares of our common stock upon such exercise.

Future issuance of additional warrants may adversely affect the market price of our Warrants and the market price of our common stock, but there may be no adjustment to the warrant exercise rate for such issuances.

Without the consent of any holder of any Warrants, we may issue additional warrants with the same terms as the Warrants distributed in November 2025.

We may issue such additional warrants through a sale or another distribution to holders of our common stock and other holders of our securities such as the Notes and Warrants.

Any dividend or distribution by us of any rights, options or warrants to purchase shares of our common stock will not result in an adjustment to the warrant exercise rate for any Warrant.

The issuance, sale or distribution of substantial amounts of such additional warrants, or the perception that such issuances, sale or distribution may occur, could adversely affect the trading price of the Warrants and the market price of our common stock.

General Risk Factors

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We also have a large employee presence in San Francisco, California, a region that contains active earthquake zones and increasingly frequent wildfires.

In addition, properties located in the markets in which we operate in Florida, portions of North Carolina, Texas, and portions of California are more susceptible to certain hazards (such as floods, hurricanes, hail, extreme temperatures, wildfires, or other severe weather events which may become more frequent or severe as a result of climate change) than properties in other parts of the country.

In addition, properties located in parts of Florida, portions of North Carolina, Texas, and portions of California are more susceptible to certain hazards (such as floods, hurricanes, hail, extreme temperatures, wildfires, or other severe weather events which may become more frequent or severe as a result of climate change) than properties in other parts of the country.

In the event of a major earthquake, hurricane, windstorm, tornado, flood, fire, or catastrophic event such as pandemic, epidemic, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition.

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For example, homes that we own may be damaged and disruptions to infrastructure may mean our contractors are unable to perform the necessary home repairs in a timely manner.

Closures of local recording offices or other governmental offices in charge of real property records, including tax or lien-related records, would adversely affect our ability to conduct operations in the affected geographies.

Closures of local recording offices or other governmental offices in charge of real property records, including tax or lien-related records, would adversely affect our

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ability to conduct operations in the affected geographies.

Any of these delays will likely result in extended hold times and increased costs.

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An increasing number of companies, including those with significant online operations, have recently disclosed breaches of their security, some of which involved sophisticated tactics and techniques allegedly attributable to criminal enterprises or nation-state actors.

We similarly face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services.

We have experienced cybersecurity attempts and incidents and other security incidents of varying degrees from time to time.

We similarly face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, attacks developed or enhanced using artificial intelligence, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services.

We have experienced cybersecurity attempts and incidents and other security incidents of varying degrees and expect to continue to experience such incidents in the future.

Successful breaches, employee malfeasance, or human or technological error could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems;

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the loss of access to critical data or systems through ransomware, destructive attacks or other means;

and business delays, service or system disruptions or denials of

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and business delays, service or system disruptions or denials of service.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.

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In other situations, vulnerabilities persist even after we have issued security patches because our customers may fail to apply patches or update their systems to newer software versions.

If attackers are able to exploit critical vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact our and our customers’ systems and data.

If attackers are able to exploit critical vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact our IT Systems and Confidential Information as well as our customers’ systems and data.

In addition, the controls and other preventative actions that we have taken to prevent, detect, and investigate these incidents may vary in maturity and are not always effective.

Further, we may not be able to react in a timely manner, or our remediation efforts following a cybersecurity incident may not be successful.

In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or whether new regulatory requirements might make our current practices insufficient.

If there is a breach of our, or our third party vendors’, IT Systems and we know or suspect that certain Personal Information has been accessed, or used inappropriately, we may need to notify the affected individual and may be subject to significant fines and penalties.

In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or other cybersecurity requirements, or whether new regulatory requirements might make our current practices insufficient.

Further, under certain regulatory schemes, we may be liable for statutory damages on a per breached record basis, irrespective of any actual damages or harm to the individual.

In the event of a breach we could face government scrutiny or consumer class actions alleging statutory damages amounting to hundreds of millions, and possibly billions of dollars.

The risk of cybersecurity incidents directed at us or our third-party vendors includes uncoordinated individual attempts to gain unauthorized access to information technology systems, as well as sophisticated and targeted measures known as advanced persistent threats.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence.

The risk of cybersecurity incidents directed at us or our third-party vendors includes uncoordinated individual attempts to gain unauthorized access to our IT Systems and those of our vendors and our Confidential Information, as well as sophisticated and targeted measures known as advanced persistent threats.

Cyberattacks are expected to accelerate on a global basis in

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frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence.

As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business.

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Cybersecurity incidents are also constantly evolving, increasing the difficulty of detecting and successfully defending against them.

In the ordinary course of our business, we and our third-party vendors collect and store Personal Information, as well as our proprietary business information and intellectual property and that of our customers and employees.

Moreover, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks.

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Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of information that is critical to our operations.

Cybersecurity incidents may occur to us or our third-party providers and, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and Confidential Information (our own or that of third parties, including Personal Information of our customers and employees) and the disruption of business operations.

Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of Confidential Information that is critical to our operations.

Cybersecurity incidents that impact us or our third-party providers, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and Confidential Information (our own or that of third parties, including Personal Information of our customers and employees) and the disruption of business operations.

Any such compromises to our security, or that of our third-party vendors, could cause customers to lose trust and confidence in us and stop using our website and mobile applications.

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We may also be subject to government enforcement proceedings and legal claims by private parties.

Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to data privacy and security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures;

Any actual or alleged security breaches or alleged violations of federal or state laws or regulations relating to data privacy and security could result in mandated user notifications, litigation (including class action lawsuits), government investigations, significant fines, and expenditures;

divert management’s attention from operations;

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Defending against claims or litigation based on any security breach or incident, regardless of their merit, will be costly and may cause reputational harm.

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increases or the imposition of large deductible requirements, could have a material adverse effect on our business, results of operations, and financial condition.

The successful assertion of one or more large claims against us that exceed available insurance coverage, denial of coverage as to any specific claim, or any change or cessation in our insurance policies and coverages, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our business, results of operations, and financial condition.

See “ Part I – Item 1C.

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Additionally, persistent or pervasive fraudulent activity may cause customers and real estate partners to lose trust in us and decrease or terminate their usage of our products, or could result in financial loss, thereby harming our business and results of operations.

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Our risk management efforts may not be effective.

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We are from time to time involved in, or may in the future be subject to, claims, suits, government investigations, and other proceedings that may result in adverse outcomes.

We are from time to time involved in, or may in the future be subject to, claims, suits, government investigations, and proceedings arising from our business, including actions with respect to intellectual property, privacy, consumer protection, information security, our historic mortgage lending services, real estate, environmental, data protection or law enforcement matters, tax matters, labor and employment, and commercial claims, as well as actions involving content generated by our customers, shareholder derivative actions, purported class action lawsuits, and other matters.

We are from time to time involved in, or may in the future be subject to, claims, suits, government investigations, and proceedings arising from our business, including actions with respect to intellectual property, privacy, consumer protection, information security, our mortgage services, real estate, environmental, data protection or law enforcement matters, tax matters, labor and employment, and commercial claims, as well as actions involving content generated by our customers, shareholder derivative actions, purported class action lawsuits, and other matters.

Such claims, suits, government investigations, and proceedings are inherently uncertain, and their results cannot be predicted with certainty.

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In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results and financial condition.

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Our business could be negatively impacted by corporate citizenship and ESG matters and/or our reporting of such matters.

Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) practices of companies.

Our business could be negatively impacted by corporate citizenship and ESG matters, different points of view regarding such matters, and/or our reporting of such matters.

Certain institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers, and other stakeholders are focused on ESG practices of companies.

For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles.

Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.

Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals and litigation, to advance their perspectives.

Both advocates and opponents to ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals and litigation, to advance their perspectives.

To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.

There are also increasing and evolving regulatory expectations on ESG matters.

For example, in March 2024, the SEC adopted extensive climate-related disclosure requirements that require U.S.

public companies to dramatically expand the climate-related disclosures in their SEC filings, including the disclosure of scope 1, 2, and 3 emissions for some companies.

These SEC climate rules were subsequently stayed.

In September 2023, California passed climate-related disclosure mandates that are broader than the SEC’s proposed rules.

Similar legislation has been proposed in the state of New York, and other states may propose their own climate or ESG-related regulations from time to time.

There are also increasing and evolving regulatory expectations regarding ESG matters.

For example California has passed legislation that requires reporting on climate related financial risks and greenhouse gas emissions, as well as disclosures regarding use of offsets and emissions reduction claims, some of which are currently subject to legal challenges.

Similar legislation has been proposed elsewhere including in the state of New York, and other regulators or lawmakers may propose new climate or ESG-related regulations from time to time.

Conversely, other jurisdictions have considered adopting laws seeking to limit the use of ESG initiatives in certain contexts.

Compliance with various and potentially fragmented disclosure rules may be costly and subject us to criticism by regulators, investors, the media or other stakeholders for the accuracy, adequacy or completeness of potential ESG disclosures and could adversely impact our reputation and financial position.

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Additionally, many of our business partners and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors