What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-27 · 241 added, 240 removed, 477 unchanged (50% of the section changed)

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Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Annual Report on Form 10-K.

Opendoor’s mission is to power life’s progress, one move at a time.

Opendoor’s mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone.

Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline.

We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated over a decade to delivering on this vision.

We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States.

Since our founding, we have helped customers to buy or sell homes in over 274,000 transactions and have expanded our footprint to 50 markets across the country.

Our data-driven pricing models and integrated local operations are modernizing residential real estate by providing a simple, certain, and largely digital way to buy and sell homes.

Since our founding, we have completed over 294,000 transactions across the United States, making us one of the largest buyers and sellers of homes in the United States.

Financial Highlights and Operating Metrics

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Net loss $ (1,300) $ (392) $ (275) $ (908) $ (117)

Number of markets (at period end) 50 50 53 — (3)

Homes sold 11,791 13,593 18,708 (1,802) (5,115)

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Throughout 2025, the U.S.

housing market faced persistent headwinds as elevated mortgage rates, affordability constraints, and supply-demand imbalances weighed on market activity.

Mortgage rates remained volatile, with brief periods of relief followed by rate reversions that reinforced sluggish market conditions.

housing market remained constrained by elevated mortgage rates and persistent affordability challenges.

Existing home sales totaled approximately four million units for the full year, representing a 30-year low and roughly 20% below the pre-pandemic decade average of approximately 5 million annual sales.

Home prices remained relatively flat, supported by limited inventory, even as transaction volumes reflected continued buyer hesitancy.

Inventory levels remained constrained in December, representing just over 3 months of supply.

Mortgage rates declined to approximately 6.2%

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Housing market activity remained subdued, with 2024 seasonally adjusted annual home sales coming in at just over four million units – well below the decade average of over five million.

The ongoing lock-in effect, where homeowners with low fixed-rate mortgages are reluctant to sell, continued to constrain supply, while elevated borrowing costs weighed on buyer affordability.

Against this backdrop, delistings – homes removed from the market unsold – continued to climb throughout the year, reflecting a persistent disconnect between seller expectations and buyer willingness to transact.

By mid-year, month-over-month home price appreciation (“HPA”) had turned negative earlier than in any year in the last decade outside of 2020.

A brief period of declining mortgage rates in the fall spurred a temporary uptick in demand and HPA, but as rates rebounded, demand and home price appreciation reverted back to negative territory.

We continue to operate with a flexible approach, dynamically adjusting pricing strategies to balance growth, margin, and risk.

We will continue to monitor macroeconomic signals, and we remain nimble in our decision making so that we can capitalize on shifts in interest rates and market conditions.

in November from highs around 7% earlier in the year.

However, seller-buyer disconnect persisted, with delistings (homes withdrawn from the market without selling) reaching the highest levels in Opendoor’s operating history.

In response to these market conditions, we maintained a disciplined, data-driven approach to managing our business, dynamically adjusting our pricing strategies to balance growth, margin, and risk.

In 2025 we continued to have elevated spread levels in response to this uncertainty and expanded our agent-led distribution channel and capital-light product initiatives.

Beginning in the fourth quarter of 2025, we refined our high spread policy to adopt a more tailored approach, providing stronger offers for higher-quality homes with greater expected resale velocity while maintaining higher spreads for lower-quality homes with elevated risk and slower resale clearance expectations.

We believe these refinements will increase the likelihood of offer acceptance among higher-quality homes, improve the overall quality mix of homes in our portfolio, and support faster sell‑through.

In addition, we dynamically adjust list prices to calibrate to market sell‑through rates and drive resale clearance.

We closely monitor macroeconomic developments and remain agile in our decision-making, enabling us to respond effectively to shifts in interest rates and broader market conditions.

Factors Affecting our Business Performance

Market Penetration in Existing Markets

Market Penetration

Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.7 trillion of home value transacted annually is conducted online.

Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our share in our existing markets.

By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth awareness and trust in our platform.

We are steadily growing our reach via our partnership channels with homebuilders, agents, and online real estate platforms.

We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors.

We launched our partnership with Zillow, Inc.

in early 2023, allowing home sellers on the Zillow, Inc.

platform to request an offer directly from Opendoor.

Partnership channels with homebuilders, agents, and online real estate platforms are an important source of leads for our business.

We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors and allow home sellers to request an offer directly from Opendoor.

In addition to driving incremental acquisitions, we expect these partnerships can build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our flagship cash offer.

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We perpetually iterate on our re-engagement strategies and believe that our registered customer base will continue to be an important source of home acquisition volumes.

Market Footprint

The following table represents the number of markets we operated in as of the periods presented:

Year Ended December 31,

(in whole numbers) 2024 2023 2022

Number of markets (at period end) 50 50 53

Due to the deteriorating macro environment in 2022, 2023, and 2024, we paused our new market expansion plans and are continually assessing areas within our existing markets to expand.

Geographic Footprint

We continually evaluate opportunities to expand our market footprint.

At the start of 2025, our products were available in 50 markets across select U.S.

By the end of 2025, we expanded our reach to serve customers nationwide across the contiguous United States through one or more of our product offerings, including cash and cash plus offers.

Adjacent Services

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Our success with title insurance and escrow services helps validate our view that customers prefer an online, integrated experience.

We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

adjacent products and services over time with the expectation that these adjacent services will continue to improve our unit economics.

We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over time, including through potential strategic transactions, growth opportunities or partnerships, with the expectation that these adjacent services will continue to improve our unit economics.

Unit Economics

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Contribution Margin is a non-GAAP financial measure.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Margin to gross margin.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of Contribution Margin to

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

gross margin.

Our long-term financial performance depends, in part, on continuing to maintain and expand unit margins through the following initiatives:

• Optimization and enhancements of our pricing engine;

• Platform efficiency improvements through greater automation and self-service;

• Platform efficiency improvements through greater use of generative AI, automation and self-service;

• Incremental attach of services, which supplement the core transaction margin profile;

• Expansion of our List with Opendoor and Opendoor Marketplace product offerings, which will reduce our inventory exposure and capital intensity, and eliminate the holding and selling costs associated with taking ownership of the home.

• Continuation of our agent-led distribution channel;

• Leveraging our platform to develop additional offerings, which we expect can increase overall conversion and unlock more capital-light margin.

Inventory Management

Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance.

Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and will continue to do so.

Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and expect to continue to do so.

As part of our overall risk management framework, we consider both individual market and aggregate portfolio exposures.

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We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level.

(Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee of 5%.)

(Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee.)

Real estate inventory is reviewed for valuation adjustments on a quarterly basis.

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This metric fluctuates based on seasonal factors, market dynamics, and our resale strategies.

In the fourth quarter, we implemented fewer home-level price reductions as the market slowed, opting not to sell inventory into a low-demand environment.

Meanwhile, delistings continued to rise, with over one in four home sellers removing their listings from the MLS rather than going into contract.

The combination of slower price reductions and rising delistings resulted in longer listing times compared to market participants who took a more aggressive pricing approach or were willing to delist their homes from the market.

Additionally, beginning in mid-May, we intentionally slowed our home acquisition pace in response to our risk management objectives and broader macroeconomic uncertainty.

When newly acquired homes represent a smaller proportion of our overall inventory, average days on market for our portfolio generally increases.

Inventory Financing

Our business model is working capital intensive and inventory financing is a key enabler of our growth.

We primarily rely on our access to non-recourse asset-backed debt, which consists of asset-backed senior debt facilities and asset-backed

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

mezzanine term debt facilities, to finance our home acquisitions.

We primarily rely on our access to non-recourse asset-backed debt, which consists of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities, to finance our home acquisitions.

See “— Liquidity and Capital Resources — Debt and Financing Arrangements.

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In general, we expect our financial results and working capital requirements to reflect seasonal variations over time.

However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as rising inflation and interest rate increases, have obscured the impact of seasonality in our historical financials and we expect may continue to do so.

However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as inflation and interest rate fluctuations, have obscured the impact of seasonality in our historical financials and may continue to do so.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Non-GAAP Financial Measures

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Adjusted Gross Profit helps management assess home pricing, service fees and renovation performance for a specific resale cohort.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Contribution Profit / Margin

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Contribution Profit (Loss) helps management assess inflows and outflows directly associated with a specific resale cohort.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

The following table presents a reconciliation of our Adjusted Gross Profit and Contribution Profit to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated:

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(4) Represents selling costs incurred related to homes sold in the relevant period.

This primarily includes broker commissions, external title and escrow-related fees and transfer taxes and are included in Sales, marketing and operations.

(5) Holding costs include mainly property taxes, insurance, utilities, homeowners association dues, cleaning and maintenance costs.

This primarily includes broker commissions, external title and escrow-related fees and transfer taxes.

Selling costs are included in Sales, marketing and operations on the Consolidated Statements of Operations.

(5) Holding costs primarily include property taxes, insurance, utilities, homeowners association dues and maintenance costs.

Holding costs are included in Sales, marketing, and operations on the Consolidated Statements of Operations.

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These measures are also commonly used by investors and analysts to compare the underlying performance of companies in our industry.

We believe these measures provide investors with

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

meaningful period over period comparisons of our underlying performance, adjusted for certain charges that are non-cash, not directly related to our revenue-generating operations, not aligned to related revenue, or not reflective of ongoing operating results that vary in frequency and amount.

We believe these measures provide investors with meaningful period over period comparisons of our underlying performance, adjusted for certain charges that are non-cash, not directly related to our revenue-generating operations, not aligned to related revenue, or not reflective of ongoing operating results that vary in frequency and amount.

Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations.

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These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under GAAP in the same period.

These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries.

These measures could differ substantially from similarly titled measures presented by other

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

companies in our industry or companies in other industries.

Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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Adjusted Net Loss

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense.

It excludes expenses that are not directly related to our revenue-generating operations such as restructuring and legal contingency accruals.

It excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repay portions of our outstanding credit facilities and the 0.25% convertible senior notes due in 2026 (the "2026 Notes") early;

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, intangibles amortization expense, and the amortization of stock-based compensation capitalized to internally developed software (“IDSW”).

It excludes expenses that are not directly related to our revenue-generating operations such as restructuring, legal contingency accruals, and CEO make-whole provision.

It also excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to terminate or partially extinguish portions of our outstanding credit facilities or convertible senior notes early;

these expenses are not reflective of ongoing operating results and vary in frequency and amount.

It also excludes goodwill impairment.

Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above.

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Stock-based compensation 56 114 126

Stock-based compensation for market condition RSUs 103 — —

Equity securities fair value adjustment (1)

Intangibles amortization expense (2)

Amortization of stock-based compensation capitalized to IDSW (3)

Inventory valuation adjustment – Current Period (4)(5)

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Restructuring (7)

CEO make-whole provision (8)

Loss (gain) on extinguishment of debt

Goodwill impairment — — 60

Legal contingency accrual and related expenses

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(2) Represents amortization of acquisition-related intangible assets.

The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was expected until the intangible assets were fully amortized in 2024.

The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was incurred until the intangible assets were fully amortized in 2024.

(3) Beginning in 2025, the Company revised the presentation of the amortization of stock-based compensation capitalized to IDSW to more appropriately present the full impact of all stock-based compensation expenses.

This expense was previously included in “Depreciation and amortization, excluding amortization of intangibles.” Had this presentation been applied for the years ended December 31, 2024 and December 31, 2023, Adjusted Net Loss would have improved by $13 million and $12 million, respectively, with no impact to Adjusted EBITDA.

(4) Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value.

See “— Critical Accounting Policies and Estimates — Real Estate Inventory.

(5) Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.

(6) Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

(6) Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles.

Additionally, these costs include expenses related to the termination of certain non-cancelable leases and consulting fees incurred during the restructuring process.

(7) Includes primarily gain on deconsolidation, net, sublease income, impairment of internally developed software projects related to restructuring, and income from equity method investments.

(8) Includes interest expense on our non-recourse asset-backed debt facilities.

(9) Includes amortization of debt issuance costs and loan origination fees, commitment fees, unused fees, other interest related costs on our asset-backed debt facilities, interest expense related to the 2026 Notes outstanding, and interest expense on other secured borrowings.

(7) Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles, consulting fees and expenses related to the termination of certain leases incurred during the restructuring process.

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

(8) In connection with the appointment of the Company's new Chief Executive Officer in September 2025, the Company granted two make-whole awards related to compensation forfeited from his former employer.

The awards consist of (i) a $15 million cash award and (ii) a restricted stock unit award with a grant date value of $15 million.

Both awards vest nine months after his start date, contingent upon his continued service as Chief Executive Officer through the vesting date, and are expensed over the requisite service period.

The CEO make-whole provision adjustment reflects only the expense associated with the cash make-whole award.

The expense associated with the restricted stock unit make-whole award is included in the stock-based compensation line item presented separately in the reconciliation above.

(9) Primarily includes gain on deconsolidation, net and related party services income.

(10) Includes interest expense on our non-recourse asset-backed debt facilities.

(11) Includes (i) amortization of debt issuance costs, loan origination fees, commitment fees, unused fees, and other interest-related costs on our asset-backed debt facilities, and (ii) amortization of debt issuance costs and debt discounts and interest expense related to our convertible senior notes.

(12) Consists mainly of interest earned on cash, cash equivalents, restricted cash and marketable securities.

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Sales, Marketing and Operations Expense

Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building.

Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including property taxes, insurance, utilities, homeowners association dues and maintenance, and expenses associated with product marketing, promotions and brand-building.

Sales, marketing and operations expense also includes any headcount expenses in support of sales, marketing, and real estate operations such as salaries, benefits and stock-based compensation.

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General and administrative expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel, third-party professional services fees and rent expense.

Technology and Development Expense

Technology and development expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for employees in the design, development, testing, maintenance and operation of our websites, tools, applications, and mobile apps that support our products.

Technology and development expense also includes amortization of capitalized software development costs and third-party software and hosting costs.

Goodwill Impairment Expense

Goodwill impairment expense consists of impairment charges recorded as a result of goodwill impairment testing.

Restructuring Expense

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated.

Additionally, this includes expenses related to the termination of certain non-cancelable leases and consulting fees

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

incurred during the restructuring process.

Technology and Development Expense

Technology and development expense consists primarily of employee-related expenses for product development, design, data analytics and engineering, including salaries, benefits and stock-based compensation, as well as contractor and consultant fees, third-party software and hosting costs, and amortization of internally developed software.

We continue to focus our technology and development efforts on enhancing our pricing and valuation algorithms, improving transaction efficiency, and expanding the capabilities, product offerings and user experience of our digital home buying and selling platform.

While we expect technology and development expenses to increase in absolute dollars as we continue to invest in our platform, over the long term we expect our technology and development expenses will eventually decline as a percentage of total revenues.

Restructuring Expense

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated, consulting fees, and expenses related to the termination of certain leases incurred during the restructuring process.

See “ Part II – Item 8.

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(Loss) Gain on Extinguishment of Debt

(Loss) gain on extinguishment of debt is primarily related to the Company’s partial repurchase of the 2026 Notes at a discount net of unamortized deferred costs associated with the 2026 Notes.

Gain on extinguishment of debt also includes any gains or losses recognized in conjunction with the termination of debt facilities, partial debt extinguishments, and unamortized deferred costs associated with these facilities.

(Loss) gain on extinguishment of debt consists primarily of gains or losses recognized in conjunction with the termination or partial debt extinguishment of debt facilities and convertible senior notes and the derecognition of associated unamortized deferred costs.

See “ Part II – Item 8.

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

Credit Facilities and Long-Term Debt—Convertible Senior Notes” for additional information regarding the 2026 Notes.

Credit Facilities, Long-Term Debt, and Convertible Notes” for additional information regarding the convertible senior notes.

Interest Expense

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Subject to market conditions and cost of capital trade-offs, we will evaluate opportunities to expand our sources of financing over time, which may allow us to diversify our mix of financing sources to include more cost-effective financing relative to our higher cost mezzanine term debt facilities.

Other Income (Loss) — Net

Other income (loss) – net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income, from our investment in equity securities, and gains from deconsolidation.

Other Income — Net

Other income – net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, debt securities, and gains from deconsolidation.

Income Tax Expense

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(287) (320) 33 (10) %

(Loss) gain on extinguishment of debt

Loss on extinguishment of debt

(924) (2) (922) N/M

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N/M - Not meaningful.

Revenue decreased by $1.8 billion, or 26%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Revenue decreased by $782 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease in revenue was primarily attributable to lower sales volumes during the year ended December 31, 2025.

We sold 11,791 homes during the year ended December 31, 2025, compared to 13,593 homes during the year ended December 31, 2024, representing a decrease of 13%.

Revenue per home sold increased 2% between the same periods.

The decrease in sales volumes was primarily attributable to proactively slowing inventory acquisitions beginning in the third quarter of 2022 in reaction to volatility in the U.S.

housing market coupled with a focus on clearing existing inventory, which had reached peak levels in 2022.

The Company entered 2024 with 5,326 homes in inventory as compared to 12,788 homes in inventory at the start of 2023, representing a 58% decrease in homes available for resale.

Revenue per home sold decreased 2% between the same periods.

Cost of Revenue and Gross Profit

Cost of revenue decreased by $1.7 billion, or 27%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease in cost of revenue was primarily attributable to lower sales volumes.

Gross profit decreased from $487 million to $433 million and gross margin increased from 7.0% to 8.4% for the years ended December 31, 2023 and December 31, 2024, respectively.

For the same periods, Adjusted Gross Margin increased from 0.8% to 8.4% and Contribution Margin increased from (3.7)% to 4.7%.

Cost of revenue decreased by $699 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease in cost of revenue was primarily attributable to lower sales volumes and a 2% decrease in cost of revenue per home sold.

Gross profit decreased from $433 million to $350 million and gross margin decreased from 8.4% to 8.0% for the years ended December 31, 2024 and December 31, 2025, respectively.

For the same periods, Adjusted Gross Margin decreased from 8.4% to 7.9% and Contribution Margin decreased from 4.7% to 3.4%.

The decrease in gross profit was attributable to lower sales volumes as discussed above.

The increase in gross margin, Adjusted Gross Margin and Contribution Margin reflects relative home price stabilization and higher spreads embedded in our acquisition offers beginning in the third quarter of 2022.

As a reminder, Adjusted Gross Margin and Contribution Margin include inventory valuation adjustments recorded in prior periods on homes sold in the current period and exclude inventory valuation adjustments on homes remaining in inventory at the end of the period, which can create significant differences between these metrics and Gross margin.

Adjusted Gross Margin and Contribution Margin for the years ended December 31, 2023 and December 31, 2024 are inclusive of $455 million and $26 million, respectively, of inventory valuation adjustments recorded in prior periods on homes sold in the current period.

The decrease in gross margin, Adjusted Gross Margin and Contribution Margin was largely driven by a higher mix of older inventory in the resale cohort.

Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Operating Expenses

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Sales, marketing and operations decreased by $103 million, or 25%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was primarily attributable to a $65 million decrease in resale transaction costs and broker commissions, consistent with the 26% decrease in revenue during the same period.

In addition, during the same period, headcount expenses, including salaries, benefits and stock-based compensation, decreased $21 million, primarily due to workforce reductions and the transition of certain roles to lower-cost geographies.

Advertising expense increased by $11 million, from $75 million for the year ended December 31, 2023 to $86 million for the year ended December 31, 2024.

The decrease was primarily attributable to a $39 million decrease in advertising expense, which decreased from $86 million for the year ended December 31, 2024 to $47 million for the year ended December 31, 2025, a $36 million decrease in headcount expenses, including salaries, benefits, and stock-based

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts, an $11 million decrease in resale transaction costs and broker commissions, consistent with the 15% decrease in revenue during the same period, and a $9 million decrease in property holding costs due to decreased homes in inventory.

General and Administrative .

General and administrative decreased by $24 million, or 12%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily attributable to a $8 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated.

In addition, headcount expenses, including salaries, benefits and stock-based compensation, decreased $8 million, primarily due to workforce reductions and the transition of certain roles to lower-cost geographies.

Rent expense decreased by $3 million, driven by partial terminations of leases and subleases.

General and administrative increased by $56 million, or 31%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase was primarily attributable to a $103 million increase in market-condition restricted stock units granted to executives, partially offset by a $38 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts, a $5 million decrease in legal loss contingency expense and a $4 million decrease in rent expense.

Technology and Development .

Technology and development decreased by $62 million, or 44%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was primarily driven by a $39 million reduction in headcount expenses, including salaries, benefits, and stock-based compensation, resulting from workforce reductions and the transition of certain roles to lower-cost geographies.

Additionally, amortization of intangibles from past acquisitions declined by $3 million.

These cost reductions were partially offset by a $17 million net increase in expenses related to internally developed software, reflecting lower capitalization of development costs and increased amortization expenses, partially offset by a decrease in impairment expense.

The decrease was primarily driven by a $76 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with ongoing cost-reduction and organizational streamlining efforts.

These cost reductions were partially offset by a $21 million decrease in capitalization of IDSW expenses.

Restructuring.

Restructuring increased by $3 million, or 21%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase was attributable to the Company’s reduction in force announced on November 7, 2024 as well as the termination of certain non-cancelable leases and consulting fees incurred during the restructuring process.

(Loss) Gain on Extinguishment of Debt

(Loss) gain on extinguishment of debt decreased by $218 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The gain on extinguishment of debt of $216 million in the year ended December 31, 2023 resulted from the Company’s partial repurchase of its 2026 Notes at a discount, net of unamortized deferred costs associated with the 2026 Notes.

This gain was partially offset by expenses related to partial debt extinguishments during the year ended December 31, 2023.

Restructuring decreased by $7 million, or 41%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was attributable to higher expenses associated with the Company’s transformation initiatives in 2024 than 2025.

Loss on Extinguishment of Debt

Loss on extinguishment of debt increased by $922 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The loss on extinguishment of debt of $924 million in the year ended December 31, 2025 resulted primarily from the Company’s partial repurchase of its 2030 Notes.

Interest Expense

Interest expense decreased by $2 million, or 2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt and a decrease in loan fees as a result of committed debt reductions.

Other Income — Net

Other income – net decreased by $22 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was primarily related to a $53 million decrease in interest income due to a reduction in the average cash, cash equivalents and restricted cash balances and a $7 million unrealized loss versus a $4 million unrealized gain on marketable equity securities during the years ended December 31, 2024 and December 31, 2023, respectively.

The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 16.

Deconsolidation” for additional information regarding the deconsolidation of Mainstay.

The decrease was primarily related to a $14 million decrease in interest income due to a reduction in interest rates and the average cash, cash equivalents and restricted cash balances, and a $14 million non-recurring gain recognized in 2024 from the deconsolidation of Mainstay.

The decrease in Other income – net was partially offset by a $4 million decrease in net loss on marketable equity securities.

Income Tax Expense

Income tax expense changed by a nominal amount for the year ended December 31, 2025 compared to the year ended December 31, 2024.

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Income Tax Expense

Income tax expense changed by a nominal amount for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

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Technology and development 141 167 (26) (16) %

Goodwill impairment — 60 (60) N/M

Restructuring 17 14 3 21 %

2 unchanged sentences

(320) (386) 66 (17) %

Gain (loss) on extinguishment of debt

(Loss) gain on extinguishment of debt

(2) 216 (218) N/M

Interest expense (133) (211) 78 (37) %

Other income (loss)-net

107 (10) 117 N/M

Other income-net

64 107 (43) (40) %

Loss before income taxes (391) (274) (117) 43 %

3 unchanged sentences

Revenue decreased by $1.8 billion, or 26%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease in revenue was primarily attributable to lower sales volumes as well as lower revenue per home.

The decrease in revenue was primarily attributable to lower sales volumes during the year ended December 31, 2024.

We sold 13,593 homes during the year ended December 31, 2024, compared to 18,708 homes during the year ended December 31, 2023, representing a decrease of 27%.

Revenue per home sold decreased 7% between the same periods.

The decrease in sales volumes was a result of the proactive reduction of our inventory acquisition pace beginning in the third quarter of 2022 via higher spreads embedded in our offers and lower marketing investment in reaction to volatility in the U.S.

housing market.

The decrease in revenue per home sold was primarily attributed to a slowdown in home price appreciation (“HPA”).

Revenue per home sold increased 2% between the same periods.

The decrease in sales volumes was primarily attributable to proactively slowing inventory acquisitions beginning in the third quarter of 2022 in reaction to volatility in the U.S.

housing market coupled with a focus on clearing existing inventory, which had reached peak levels in 2022.

The Company entered 2024 with 5,326 homes in inventory as compared to 12,788 homes in inventory at the start of 2023, representing a 58% decrease in homes available for resale.

Cost of Revenue and Gross Profit

Cost of revenue decreased by $1.7 billion, or 27%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease in cost of revenue was primarily attributable to lower sales volumes and a 9% decrease in cost of revenue per home, excluding inventory valuation adjustments on homes in inventory at period end, due to the slowdown in inventory acquisition pacing and HPA discussed above.

In addition, the decrease in cost of revenue is attributable to a decrease in inventory valuation adjustments on homes in inventory at period end, which were $23 million for the year ended December 31, 2023 compared to $458 million for the year ended December 31, 2022.

The decrease in inventory valuation adjustments reflects the relative home price stabilization experienced in 2023 as well as higher spreads embedded in our home acquisition offers.

The decrease in cost of revenue was primarily attributable to lower sales volumes.

Gross profit decreased from $487 million to $433 million and gross margin increased from 7.0% to 8.4% for the years ended December 31, 2023 and December 31, 2024, respectively.

The decrease in gross profit is attributable to lower sales volumes as discussed above as well as the strong margins realized during the first half of the year ended December 31, 2022, which were fueled by a historically strong U.S.

housing market at the start of the year.

The increase in gross margin for the year

For the same periods, Adjusted Gross Margin increased from 0.8% to 8.4% and Contribution Margin increased from (3.7)% to 4.7%.

The decrease in gross profit was attributable to lower sales volumes as discussed above.

Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

ended December 31, 2023 compared to the year ended December 31, 2022 is attributable to $737 million in inventory valuation adjustments recorded during the year ended December 31, 2022 to reduce homes in inventory to their net realizable value following the rapid downturn in the U.S.

housing market, beginning primarily in the second half of 2022.

This included $458 million of inventory valuation adjustments on homes remaining in inventory at December 31, 2022.

For the same periods, Adjusted Gross Margin, which aligns the timing of inventory valuation adjustments to the period in which the home is sold, decreased from 7.0% to 0.8%.

The decrease in Adjusted Gross Margin reflects the downturn in the U.S.

housing market in the second half of 2022, resulting in market conditions at the time of resale to be weaker than we believed they would be at the time of pricing our inventory acquisitions.

In addition, we prioritized risk management and resale clearance at the expense of resale margin performance in order to clear the old book inventory, which composed a majority of the resale cohort for the year ended December 31, 2023.Contribution Margin decreased from 3.4% to (3.7)% for the years ended December 31, 2022 and December 31, 2023, respectively, due to the reasons noted above as well as increased holding costs due to longer average inventory holding periods.

Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures.

See “— Non-GAAP Financial Measures ” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Operating Expenses

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The decrease was primarily attributable to a $65 million decrease in resale transaction costs and broker commissions, consistent with the 26% decrease in revenue during the same period.

Property holding costs decreased by $116 million, consistent with decreased inventory levels.

Advertising expense decreased by $125 million, from $200 million for the year ended December 31, 2022 to $75 million for the year ended December 31, 2023 as we decreased marketing in both existing and new markets.

In addition, headcount expenses, including salaries and benefits, decreased $58 million, which was largely attributable to workforce reductions and a reduction in contingent labor in 2023.

Advertising expense increased by $11 million, from $75 million for the year ended December 31, 2023 to $86 million for the year ended December 31, 2024.

General and Administrative .

General and administrative decreased by $24 million, or 12%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily attributable to $46 million reduction in stock-based compensation, which was primarily related to the forfeiture of certain executive RSUs, including performance-based awards.

In addition, the Company recorded a $46 million legal contingency accrual and related expenses recorded during the year ended December 31, 2022 in connection with the FTC consent order finalized in October 2022.

Headcount expenses, including salaries and benefits decreased $19 million, which was primarily attributable to workforce reductions in 2023.

The decrease was primarily attributable to a $8 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated.

Rent expense decreased by $3 million, driven by partial terminations of leases and subleases.

Technology and Development .

Technology and development decreased by a nominal amount for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Goodwill Impairment .

Goodwill impairment decreased by $60 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

During the fourth quarter of 2022, the market price of our common stock declined significantly causing the Company to perform an interim quantitative test for goodwill impairment.

Based on the quantitative analysis, the Company recorded a goodwill impairment charge of $60 million for the year ended December 31, 2022.

There was no impairment of goodwill identified for the year ended December 31, 2023.

Technology and development decreased by $26 million, or 16%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Additionally, amortization of intangibles from past acquisitions declined by $3 million.

Restructuring.

Restructuring decreased by a nominal amount for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Gain (Loss) on Extinguishment of Debt

Gain (loss) on extinguishment of debt increased by $241 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The gain on extinguishment of debt of $216 million in December 31, 2023 resulted from the Company’s partial repurchase of its 2026 Notes in 2023 at a discount net of unamortized deferred costs associated with the 2026 Notes, partially offset by expenses related to partial debt extinguishments during the year ended December 31, 2023.

Restructuring increased by $3 million, or 21%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

(Loss) Gain on Extinguishment of Debt

(Loss) gain on extinguishment of debt decreased by $218 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This gain was partially offset by expenses related to partial debt extinguishments during the year ended December 31, 2023.

Interest Expense

Interest expense decreased by $78 million, or 37%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt and a decrease in loan fees as a result of committed debt reductions.

Other Income — Net

Other income – net decreased by $43 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 16.

Deconsolidation” for additional information regarding the deconsolidation of Mainstay.

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Interest Expense

Interest expense decreased by $174 million, or 45%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decrease was primarily attributable to a significant decrease in the average outstanding balances of our non-recourse asset-backed debt.

Other Income (Loss) — Net

Other income (loss) – net increased by $117 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was primarily related to an $84 million increase in interest income due to an increase in interest rates and a $4 million unrealized gain versus a $35 million unrealized loss on marketable equity securities during the years ended December 31, 2023 and December 31, 2022, respectively.

Income Tax Expense

Income tax expense decreased by a nominal amount for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income tax expense changed by a nominal amount for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Liquidity and Capital Resources

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities.

As of December 31, 2024, we had cash and cash equivalents of $671 million, restricted cash of $92 million, and marketable securities of $8 million.

The decrease in our cash, cash equivalents and marketable securities balance of $389 million as compared to December 31, 2023 resulted primarily from operating losses and an increase in real estate inventory.

The decrease in our restricted cash balance of $449 million as compared to December 31, 2023 was primarily a result of the increase in real estate inventory and $217 million net principal payments on non-recourse asset-backed debt.

As of December 31, 2025, we had cash and cash equivalents of $962 million and restricted cash of $339 million.

The increase in our cash, cash equivalents and marketable securities balance of $283 million as compared to December 31, 2024 resulted primarily from approximately $198 million of total cash proceeds, after commissions, from the issuance of common stock under the at-the-market equity offering sales agreement (the “ATM Agreement”), as well as $75 million of gross cash proceeds, excluding certain fees and other offering expenses, from the issuance of convertible senior notes, $41 million of gross cash proceeds from certain PIPE offerings and capital released as a result of a decrease in real estate inventory partially offset by operating losses.

The increase in our restricted cash balance of $247 million as compared to December 31, 2024 was primarily due to capital released as a result of a decrease in real estate inventory partially offset by $805 million net principal payments on non-recourse asset-backed debt.

As of December 31, 2025, the Company had total outstanding balances on our asset-backed debt of $1.1 billion and aggregate principal outstanding from convertible senior notes of $197 million.

In addition, we had undrawn borrowing capacity of $6.0 billion under our non-recourse asset-backed debt facilities (as described further below), of which $500 million was committed.

During the year ended December 31, 2023, the Company entered into separate, privately negotiated transactions to repurchase a portion of the outstanding 2026 Notes (“Repurchased 2026 Notes”).

We repurchased approximately $597 million in aggregate principal amount of our 2026 Notes as further described in “ Part II – Item 8.

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

Credit Facilities and Long-Term Debt – Convertible Senior Notes ” in this Annual Report on Form 10-K.

As market conditions warrant, we may, from time to time, repurchase additional outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise.

As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise.

Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity and other factors and may be commenced or suspended at any time.

The amounts involved and total consideration paid may be material.

In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc.

and Virtu Americas LLC, as sales agents (the "Agents"), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million.

Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the year ended December 31, 2024, there was no activity pursuant to the ATM Agreement.

We have incurred losses from inception through December 31, 2024 and expect to incur additional losses in the future.

Our ability to service our debt and fund working capital, business operations and capital expenditures will depend on our ability to generate cash from operating activities, which is subject to our future operating success, and ability to obtain inventory acquisition financing on reasonable terms, which is subject to factors beyond our control, including potential economic recession, rising interest rates, inflation and general economic, political and financial market conditions.

In May 2025, the Company entered into privately negotiated transactions with certain holders of the 0.25% convertible senior notes due in 2026 (the “2026 Notes”) and new investors, pursuant to which the Company issued $325 million aggregate principal amount of 7.00% convertible senior notes due 2030 (the “2030 Notes”;

collectively with the 2026 Notes “Convertible Senior Notes”) consisting of (i) $246 million aggregate principal amount of 2030 Notes issued in exchange for $246 million principal amount of 2026 Notes (the “Debt Exchange") and (ii) $79 million aggregate principal amount of 2030 Notes issued for cash.

Such transactions resulted in gross cash proceeds of $75 million, excluding certain fees and other offering expenses, and represent an issue price of 95%.

The Company accounted for the Debt Exchange of the 2026 Notes as a debt extinguishment and recorded $10 million of gain on debt extinguishment, included within the Company’s consolidated statements of operations.

During the third quarter of 2025, the remaining 2026 Notes became due within 12 months of the balance sheet date.

Accordingly, the $135 million outstanding principal balance of the 2026 Notes has been classified as a current liability in the consolidated balance sheet as of December 31, 2025.

The 2030 Notes become convertible during any calendar quarter if, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days.

This condition was met during the third and fourth quarter of 2025.

Accordingly, the 2030 Notes became convertible at the option of the noteholders on October 1, 2025 and remain convertible through March 31, 2026 and are classified as a current liability in the consolidated balance sheet as of December 31, 2025.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5 — Credit Facilities, Long-Term Debt, and Convertible Notes”for additional conversion conditions.

In November 2025, the Company entered into share purchase agreements with a limited number of purchasers (together, the “Purchasers”), providing for the issuance and sale by the Company of an aggregate of 180,580,200 shares of the common stock at a price of $6.56 per share (the “Registered Direct Offering”).

Concurrent with the Registered Direct Offering, the Company entered into separate, privately negotiated transactions with the Purchasers, pursuant to which the Company agreed to repurchase an aggregate of approximately $264 million principal amount of the 2030 Notes for an aggregate repurchase price of

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

approximately $1.2 billion, which the Company repurchased using the net proceeds from the Registered Direct Offering (the “Convertible Notes Repurchase”).

On a net basis, the Company did not receive any proceeds from these transactions.

The Company accounted for the transaction as a debt extinguishment by recognizing the difference between the reacquisition price of the debt and the net carrying amount of the retired 2030 Notes as loss on debt extinguishment.

Accordingly, on the retirement date, the Company:

(i) reduced the carrying value of the 2030 Notes by $264 million, (ii) reduced outstanding deferred issuance costs and original issuance discount by $16 million, (iii) incurred fees of $4 million and (iv) recorded $933 million of loss on debt extinguishment, included within the Company’s consolidated statements of operations.

The outstanding principal balance of the 2030 Notes as of December 31, 2025 is $62 million.

In May 2024, the Company entered into the ATM Agreement with Barclays Capital Inc.

and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million.

Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the year ended December 31, 2025, the Company issued and sold an aggregate of 21,587,667 shares at a weighted average price of $9.26 per share under the ATM Agreement for total cash proceeds, after commissions, of approximately $198 million.

On September 10, 2025, the Company closed certain private investment in public equity (“PIPE”) offerings and entered into purchase agreements with accredited investors that resulted in aggregate gross cash proceeds to the Company of approximately $41 million.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 17 — Related Parties” for details regarding the PIPE offerings.

On November 6, 2025, our Board declared a distribution of a dividend in the form of warrants to purchase shares of our common stock, to holders of record as of the close of business on November 18, 2025.

The Warrants (as defined herein) are initially exercisable only for cash at the applicable exercise price, subject to the Company’s ability to permit net exercise as provided in the applicable warrant agreement.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 11 — Shareholders' Equity ” to our consolidated financial statements included in this Annual Report on Form 10‑K for additional details regarding the Warrant Dividend (as defined herein).

We have incurred losses from inception through December 31, 2025 and we expect to incur additional losses in the future.

Our working capital requirements may increase should our inventory balance increase.

We believe our cash, cash equivalents, and marketable securities, together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Annual Report on Form 10-K.

We believe our cash and cash equivalents, together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Annual Report on Form 10-K.

Debt and Financing Arrangements

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short-term borrowings under our asset-backed senior revolving credit facilities;

the issuance of long-term asset-backed senior term debt, asset-backed mezzanine term debt, and convertible debt;

and new issuances of equity.

the issuance of long-term asset-backed senior term debt, asset-backed mezzanine term debt, convertible debt, and new issuances of equity.

Historically, we have required access to external financing resources in order to fund growth, expansion into new markets and strategic initiatives and we expect this to continue in the future.

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We intend to actively manage our relationships with multiple financial institutions and seek to optimize duration, flexibility, efficiency and cost of funds, but there can be no assurance that we will be able to obtain sufficient capital for our business or to do so on acceptable financial and other terms.

Our asset-backed facilities are each collateralized by a specified pool of assets, consisting of real estate inventory, restricted cash and equity interests in certain consolidated subsidiaries of Opendoor that directly or indirectly own our real estate inventory.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

estate inventory.

The terms of our inventory financing facilities require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth).

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The maximum initial advance rates vary by facility and generally decrease on a fixed timeline that varies by facility based on the length of time a given property has been financed and other facility-specific adjustments, including adjustments based on collateral performance.

At times, we may be required to keep amounts in restricted cash accounts to collateralize our asset-backed term debt facilities if the property borrowing base is insufficient to satisfy the borrowing base requirements.

These amounts may fluctuate due to seasonality, timing of property acquisitions and resales, and the outstanding loan balances under our asset-backed term debt facilities.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

The following table summarizes certain details related to our non-recourse asset-backed debt and other secured borrowings as of December 31, 2024 (in millions, except interest rates):

We would be required to keep amounts in restricted cash accounts to collateralize our asset-backed term debt facilities if the property borrowing base is insufficient to satisfy the borrowing base requirements or if the value of the assets of a certain Opendoor subsidiary declines below certain levels.

If these events occur, we may utilize other available credit facilities for our cash needs, potentially at higher interest rates.

The amounts required to be kept in restricted cash accounts may fluctuate due to seasonality, timing of property acquisitions and resales, and the outstanding loan balances under our asset-backed term debt facilities.

The following table summarizes certain details related to our non-recourse asset-backed debt as of December 31, 2025 (in millions, except interest rates):

Outstanding Amount

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Revolving Facility 2018-2 $ 1,000 $ — $ — — % June 25, 2027 June 25, 2027

Revolving Facility 2018-3 1,000 182 — 8.00 % September 29, 2026 September 29, 2026

Revolving Facility 2019-1 300 — — — % August 15, 2025 August 15, 2025

Revolving Facility 2018-3 750 — — 7.28 % December 11, 2028 December 11, 2028

Revolving Facility 2019-1 300 — — 7.24 % February 18, 2027 February 18, 2027

Revolving Facility 2019-2 300 — — 7.15 % October 2, 2026 October 1, 2027

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Term Debt Facility 2021-S3 1,000 — 625 3.75 % January 31, 2027 July 31, 2027

Term Debt Facility 2022-S1 250 250 — 4.07 % March 1, 2025 September 1, 2025

Total $ 3,902 $ 52 $ 725

2 unchanged sentences

Asset-backed Mezzanine Term Debt Facilities

Term Debt Facility 2020-M1 $ 1,700 $ — $ 200 10.00 % April 1, 2025 April 1, 2026

Term Debt Facility 2022-M1 $ 500 $ — $ 150 10.00 % September 15, 2025 September 15, 2026

Term Debt Facility 2020-M1 $ 3,000 $ — $ 200 12.12 % February 25, 2028 February 25, 2029

Term Debt Facility 2022-M1 $ 250 $ — $ 150 12.31 % January 31, 2027 November 1, 2027

Total $ 3,250 $ — $ 350

2 unchanged sentences

Total Non-Recourse Asset-backed Debt $ 7,152 $ 52 $ 1,068

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

Asset-backed Senior Revolving Credit Facilities

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The revolving period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company.

Certain of our asset-backed senior revolving credit facilities also have additional extension options that are subject to lender approval that are not reflected in the table above.

Certain of our asset-backed senior revolving credit facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.

Asset-backed Senior Term Debt Facilities

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In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion.

As of December 31, 2024, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $1.4 billion.

OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except share and per share data and ratios, or as noted)

As of December 31, 2025, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $777 million.

The withdrawal period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company.

Certain of our asset-backed senior term debt facilities also have additional extension options that are subject to lender approval that are not reflected in the table above.

Certain of our asset-backed senior term debt facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.

Asset-backed Mezzanine Term Debt Facilities

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Convertible Senior Notes

In August 2021, we issued the 2026 Notes with an aggregate principal amount of $978 million.

The table below summarizes certain details related to our 2026 Notes (in millions), as of December 31, 2024, which includes certain repurchases:

In August 2021, we issued the 2026 Notes and in May 2025, we issued the 2030 Notes.

The table below summarizes certain details related to our Convertible Senior Notes (in millions), as of December 31, 2025:

December 31, 2025 Remaining Aggregate Principal Amount

Unamortized Debt Issuance Costs Net Carrying Amount

Unamortized Debt Discount and Issuance Costs Net Carrying Amount

2026 Notes $ 135 $ — $ 135

Total Convertible Senior Notes

$ 197 $ (4) $ 193

See “ Part II – Item 8.

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.

Special Purpose Entities

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The Company is the primary beneficiary of the various variable interest entities (“VIE”) within these financing structures and consolidates these VIEs.

See “ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 4.

Variable Interest Entities ” for additional information regarding our VIEs.

OPENDOOR TECHNOLOGIES INC.

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(Tabular amounts in millions, except share and per share data and ratios, or as noted)

“ Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 4.

Variable Interest Entities ” for additional information regarding our VIEs.

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as well as the assets, liabilities and equity related to Opendoor Technologies Inc (Parent Company Only) (“Parent Company”) and subsidiaries that are not VIEs, as of December 31, 2025 (in millions):

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Restricted cash 334 5 339

Marketable securities — 8 8

Escrow receivable 4 — 4

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CURRENT LIABILITIES:

Current asset-backed senior revolving credit

$ 182 $ — $ 182

Current asset-backed senior term debt

$ 52 $ — $ 52

Convertible senior notes – current portion — 193 193

Other current liabilities (2)

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Non-current asset-backed senior term debt

1,143 — 1,143

CONVERTIBLE SENIOR NOTES — 378 378

LEASE LIABILITIES – Net of current portion — 6 6

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(in millions) 2025 2024 2023

Net cash (used in) provided by operating activities $ (595) $ 2,344 $ 730

Net cash provided by investing activities $ 28 $ 44 $ 234

Net cash provided by (used in) operating activities $ 1,049 $ (595) $ 2,344

Net cash (used in) provided by investing activities $ (12) $ 28 $ 44

Net cash used in financing activities $ (499) $ (210) $ (2,639)

Net decrease in cash, cash equivalents, and restricted cash $ (777) $ (251) $ (787)

Net Cash (Used in) Provided by Operating Activities

Net cash (used in) provided by operating activities was $(595) million, $2.3 billion and $730 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 538 $ (777) $ (251)

Net Cash Provided by (Used in) Operating Activities

Net cash provided by (used in) operating activities was $1.0 billion, $(595) million and $2.3 billion for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2025, cash provided by operating activities was primarily driven by a $1.2 billion decrease in real estate inventory, partially offset by our net loss, net of non-cash items, of $106 million.

For the year ended December 31, 2024, cash used in operating activities was primarily driven by a $449 million increase in real estate inventory and our net loss, net of non-cash items, of $168 million.

For the year ended December 31, 2023, cash provided by operating activities was primarily driven by a $2.6 billion decrease in real estate inventory, partially offset by our net loss, net of non-cash items, of $214 million.

For the year ended December 31, 2022, cash provided by operating activities was primarily driven by an $896 million decrease in real estate inventory.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was $28 million, $44 million and $234 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For the year ended December 31, 2024, cash provided by investing activities primarily consisted of a $55 million decrease in marketable securities, partially offset by a $25 million increase in property and equipment principally related to the capitalization of internally developed software.

For the year ended December 31, 2023, cash provided by investing activities primarily consisted of a $80 million net decrease in marketable securities, partially offset by a $37 million increase in property and equipment principally related to the capitalization of internally developed software.

For the year ended December 31, 2022, cash provided by investing activities primarily consisted of a $300 million net decrease in marketable securities, partially offset by a $37 million increase in property and equipment, and $19 million for strategic investments in certain privately held companies.

Net Cash (Used in) Provided by Investing Activities

Net cash (used in) provided by investing activities was $(12) million, $28 million and $44 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2025, cash used in investing activities consisted of a $12 million increase in property and equipment principally related to the capitalization of IDSW, as well as a $6 million increase in non-marketable equity securities, partially offset by a decrease in marketable securities of $6 million.

Net Cash Used in Financing Activities

Net cash used in financing activities was $(210) million, $(2.6) billion and $(1.8) billion for the years ended December 31, 2024, 2023 and 2022, respectively.

Net cash used in financing activities was $(499) million, $(210) million and $(2.6) billion for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2025, cash used in financing activities was primarily attributable to $805 million net principal payments on non-recourse asset-backed debt, partially offset by approximately $198 million of total cash proceeds, after commissions, from the issuance of common stock under the ATM Agreement, as well as $75 million of proceeds from the issuance of convertible senior notes, net of discount, and $41 million of proceeds from certain PIPE offerings.

For the year ended December 31, 2024, cash used in financing activities was primarily attributable to $217 million net principal payments on non-recourse asset-backed debt.

For the year ended December 31, 2023, cash used in financing activities was primarily attributable to $2.3 billion net principal payments on non-recourse asset-backed debt, as well as $362 million related to the partial repurchase of the 2026 Notes.

For the year ended December 31, 2022, cash used in financing activities was primarily attributable to $1.7 billion net principal payments on non-recourse asset-backed debt.

OPENDOOR TECHNOLOGIES INC.

7 unchanged sentences

1 – 3 years 4 – 5 years

Senior revolving credit facilities (1)

$ 186 $ 186 $ — $ — $ —

Senior and mezzanine term debt facilities (1)

7 unchanged sentences

________________

(1) Represents the principal amounts outstanding as of December 31, 2024.

Includes estimated interest payments, calculated using the variable rate in existence at period end over an assumed holding period of 90 days.

Borrowing under the senior revolving credit facilities are payable as the related inventory is sold.

The payment is expected to be within one year of December 31, 2024.

(1) Represents the principal amounts outstanding as of December 31, 2025 and estimated interest payments assuming the principal balances remain outstanding until maturity.

The final maturity dates of the senior and mezzanine term debt facilities vary, as discussed above.

(3) Represents the principal amounts outstanding as of December 31, 2024 and interest payments assuming the principal balances remain outstanding until maturity.

(2) Represents the principal amounts outstanding and interest payments for the 2026 Notes through maturity and the principal amounts outstanding for the 2030 Notes assuming conversion within one year (noteholders may convert through March 31, 2026).

The 2030 Notes mature on May 15, 2030;

assuming no conversions, total future cash outflows would be as follows:

Payment Due by Year

(in millions)

Total Less than

1 – 3 years 4 – 5 years More than

Convertible senior notes

$ 217 $ 140 $ 9 $ 68 $ —

(3) Represents future payments for long-term operating leases that have commenced, or have been executed but not yet commenced, as of December 31, 2025.

In December 2024, certain operating leases were terminated early by the Company, which resulted in a decrease of undiscounted, future lease payments of $8 million.

In May 2025, the Company amended its Tempe, Arizona office lease to terminate the Company’s obligations with respect to a portion of the leased premises, which resulted in a decrease of undiscounted, future lease payments of $10 million.

(4) As of December 31, 2025, we were under contract to purchase 710 homes for an aggregate purchase price of $248 million.

21 unchanged sentences

For homes under resale contract, the net realizable value is the contract price less expected selling costs and any expected concessions.

For all other homes, the net realizable value is our internal projection price less expected selling costs.

For homes listed for sale and not under resale contract, net realizable value is management’s forecasted resale price, less expected selling costs.

Changes in our pricing assumptions may lead to a change in the outcome of our inventory valuation adjustment, and actual results may also differ from our assumptions.

5 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis