What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-27 · 482 added, 388 removed, 1080 unchanged (45% of the section changed)

29 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Risk Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

4 unchanged sentences

If the carrying amount or basis of inventory is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the related assets are adjusted to their net realizable value.

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

For homes that are not under sales contract, net realizable value is management’s internal projection price less expected selling costs.

The determination of net realizable value for homes not under sales contract requires management to make significant estimates related to the internal projection price.

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

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

The determination of net realizable value for homes listed for sale and not under resale contract requires management to make significant estimates related to the forecasted resale price.

Changes in these estimates could have a significant impact on the net realizable value and a significant change in net realizable value could cause a significant valuation adjustment.

We identified real estate inventory valuation adjustment for homes that are not under sales contract, which is the majority of the real estate inventory valuation adjustment, to be a critical audit matter due to the subjectivity of management’s judgment in forecasting the net realizable value of the real estate inventory, specifically with respect to the internal projection price.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s internal projection price.

We identified real estate inventory valuation adjustment for homes listed for sale and not under resale contract, which is the majority of the real estate inventory valuation adjustment, to be a critical audit matter due to the subjectivity of management’s judgment in forecasting the net realizable value of the real estate inventory, specifically with respect to the forecasted resale price.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasted resale price.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the internal projection price input used for real estate inventory valuation adjustments for homes that are not under sales contract included the following, among others:

• We tested the effectiveness of internal controls over the internal projection price valuation process, calculation of the valuation adjustment, and management’s consideration of macroeconomic factors with respect to the valuation adjustment.

• We evaluated whether the estimates of the real estate inventory valuation adjustments for homes that are not under sales contract were consistent with evidence obtained in other areas of the audit, including internal communications to management and the Board of Directors.

• We made inquiries of management throughout the period about the expected effects of macroeconomic factors on the internal projection price.

• We developed an expectation of the real estate inventory valuation adjustment for homes that are not under sales contract and compared it to the recorded balance.

• We evaluated management’s ability to accurately forecast the internal projection price by comparing actual sales prices to management’s historical internal projection prices.

• With the assistance of our fair value specialists we:

◦ Evaluated the appropriateness of the methodology utilized by management to estimate the internal projection price.

◦ Developed a range of independent projected sales price estimates for a sample of individual homes using observable market data of actual sale transactions for comparable homes and compared those to management’s internal projection price.

Our audit procedures related to the forecasted resale price input used for real estate inventory valuation adjustments for homes listed for sale and not under resale contract included the following, among others:

• We tested the effectiveness of internal controls over the forecasted resale price.

• We developed an expectation of the real estate inventory valuation adjustment for homes listed for sale and not under resale contract and compared it to the recorded balance.

• We evaluated management’s assessment of the forecasted resale price by comparing actual sales prices to management’s historical forecasted resale prices.

• With the assistance of our valuation specialists we:

◦ Evaluated the appropriateness of the methodology and model utilized by management to estimate the forecasted resale price.

/s/ Deloitte & Touche LLP

15 unchanged sentences

RIGHT OF USE ASSETS 8 18

INTANGIBLES – Net — 5

OTHER ASSETS 70 60

5 unchanged sentences

Non-recourse asset-backed debt - current portion 52 432

Convertible senior notes - current portion

Interest payable 1 3

2 unchanged sentences

NON-RECOURSE ASSET-BACKED DEBT – Net of current portion 1,068 1,492

CONVERTIBLE SENIOR NOTES 378 376

CONVERTIBLE SENIOR NOTES - Net of current portion

LEASE LIABILITIES – Net of current portion 6 13

21 unchanged sentences

Accounts payable and other accrued liabilities, $ 12 and $ 21 ;

Interest payable, $ 3 and $ 1 ;

Current portion of non-recourse asset-backed debt, $ 52 and $ 432 ;

Interest payable, $ 1 and $ 3 ;

Non-recourse asset-backed debt, net of current portion, $ 1,068 and $ 1,492 ;

15 unchanged sentences

Technology and development 79 141 167

Goodwill impairment — — 60

Restructuring 10 17 14

4 unchanged sentences

INTEREST EXPENSE ( 131 ) ( 133 ) ( 211 )

OTHER INCOME (LOSS) – Net

64 107 ( 10 )

OTHER INCOME – Net

LOSS BEFORE INCOME TAXES ( 1,300 ) ( 391 ) ( 274 )

14 unchanged sentences

NET LOSS $ ( 1,300 ) $ ( 392 ) $ ( 275 )

OTHER COMPREHENSIVE INCOME (LOSS):

Unrealized gain (loss) on marketable securities

OTHER COMPREHENSIVE INCOME:

Unrealized gain on marketable securities

COMPREHENSIVE LOSS $ ( 1,300 ) $ ( 391 ) $ ( 272 )

11 unchanged sentences

BALANCE-December 31, 2022 637,387,025 $ — $ 4,148 $ ( 3,058 ) $ ( 4 ) $ 1,086

Vesting of restricted shares 628,193 — — — — —

Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 35,562,197 — ( 1 ) — — ( 1 )

2 unchanged sentences

Stock-based compensation — — 149 — — 149

Other comprehensive loss — — — — ( 2 ) ( 2 )

Other comprehensive income — — — — 3 3

Net loss — — — ( 275 ) — ( 275 )

3 unchanged sentences

Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 3,070,797 — 5 — — 5

Settlement of Capped Calls related to the 2026 Notes — — 2 — — 2

Stock-based compensation — — 129 — — 129

3 unchanged sentences

Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 24,165,731 — 2 — — 2

Issuance of common stock in connection with the repurchase of convertible notes 180,580,200 — 1,184 — — 1,184

Issuance of common stock upon exercise of warrants 4,921 — — — — —

Fair value of dividend warrants issued — — 8 ( 8 ) — —

Exercise of stock options 3,166,957 — 4 — — 4

1 unchanged sentence

1,584,478 — 2 — — 2

Issuance of common stock in connection with PIPE offering, net of equity issuance costs 6,165,412 — 41 — — 41

Issuance of common stock under at-the-market offering, net of equity issuance costs

21,587,667 — 195 — — 195

Settlement of Capped Calls related to the 2026 Notes — — 1 — — 1

Stock-based compensation — — 163 — — 163

Other comprehensive income — — — — 1 1

Net loss — — — ( 1,300 ) — ( 1,300 )

8 unchanged sentences

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

Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash (used in) provided by operating activities:

Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:

Depreciation and amortization 44 48 65

2 unchanged sentences

Inventory valuation adjustment 57 57 65

Goodwill impairment — — 60

Changes in fair value of equity securities 3 7 1

Origination of mortgage loans held for sale — — ( 118 )

Proceeds from sale and principal collections of mortgage loans held for sale — — 1

Loss (gain) on early extinguishment of debt

924 2 ( 216 )

Gain on deconsolidation, net — ( 14 ) —

6 unchanged sentences

Lease liabilities ( 1 ) ( 6 ) ( 10 )

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

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

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment ( 12 ) ( 25 ) ( 37 )

Purchase of marketable securities — — ( 28 )

Proceeds from sales, maturities, redemptions and paydowns of marketable securities

1 unchanged sentence

Proceeds from sale of non-marketable equity securities — — 1

Capital returns from non-marketable equity securities — — 3

Acquisitions, net of cash acquired — — ( 10 )

Cash impact of deconsolidation of subsidiaries — ( 2 ) —

Net cash provided by investing activities 28 44 234

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

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible senior notes, net of discount

Repurchase of convertible senior notes

( 1,176 ) — ( 362 )

Settlement of Capped Calls related to convertible senior notes

1 unchanged sentence

Proceeds from issuance of common stock for ESPP 2 5 2

Proceeds from PIPE offering

Proceeds from the issuance of common stock under at-the-market offering, net

Issuance of common stock in connection with the repurchase of convertible notes

Proceeds from non-recourse asset-backed debt 684 498 238

Principal payments on non-recourse asset-backed debt ( 1,489 ) ( 715 ) ( 2,515 )

Proceeds from other secured borrowings — — 114

Principal payments on other secured borrowings — — ( 121 )

Payment of loan origination fees and debt issuance costs ( 17 ) — ( 1 )

Payment for early extinguishment of debt ( 4 ) — ( 4 )

Other financing activities

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

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 777 ) ( 251 ) ( 787 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 538 ( 777 ) ( 251 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of year 763 1,540 1,791

3 unchanged sentences

Stock-based compensation expense capitalized for internally developed software $ 4 $ 15 $ 23

Principal value of 2026 Notes extinguished in Debt Exchange $ ( 246 ) $ — $ —

Principal value of 2030 Notes issued in Debt Exchange $ 246 $ — $ —

Investment in non-marketable equity securities due to deconsolidation $ 3 $ 39 $ —

13 unchanged sentences

Opendoor Technologies Inc.

(the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a managed marketplace for residential real estate.

(the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a leading e-commerce platform for residential real estate transactions and the largest U.S.

By leveraging its centralized digital platform, Opendoor is working towards a future that enables sellers and buyers of residential real estate to experience a simple and certain transaction that is dramatically improved from the traditional process.

8 unchanged sentences

The consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods presented.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods presented.

All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein.

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.

At-The-Market Equity Offering

1 unchanged sentence

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.

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, and Net Proceeds, as defined in the ATM Agreement, of approximately $ 195 million.

As of December 31, 2025, there are no shares available for issuance under the ATM Agreement.

Private Investment in Public Equity Offerings

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

See “Note 17 — Related Parties” to the consolidated financial statements for details regarding the PIPE offerings.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that have a material impact on the amounts reported in the financial statements and accompanying notes.

Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, share-based awards, and inventory valuation adjustment.

Significant estimates, assumptions and judgments made by management include, among others, share-based awards, and inventory valuation adjustment.

Management believes that the estimates and judgments upon which management relies are reasonable based upon information available to management at the time that these estimates and judgments are made.

To the extent there are material differences between these estimates, assumptions and judgments and actual results, the carrying values of the Company’s assets and liabilities and the results of operations will be affected.

The health of the residential housing market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates, and assumptions, which may materially impact the estimates previously listed, among others.

The health of the residential housing

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates, and assumptions, which may materially impact the estimates previously listed, among others.

Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors.

For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows:

For example, the Company believes that changes in any of the following factors could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows:

its rates of revenue growth;

2 unchanged sentences

the effectiveness of its investment of resources to pursue strategies;

competition in its

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

competition in its market;

the stability of the residential real estate market;

the impact of interest rate changes on demand for and pricing of its products and on the cost of capital;

political and regulatory trends, including potential increased tariffs;

its ability to leverage artificial intelligence (“AI”) to drive operational efficiency;

impacts to its business from political and regulatory activity, including recent trade policies, and potential increased tariffs;

changes in technology, products, markets or services by the Company or its competitors;

13 unchanged sentences

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, and investments in marketable and non-marketable securities.

The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments.

11 unchanged sentences

The use of the restricted cash balance related to the Company’s credit facilities are constrained by contract to purchasing real estate inventory and certain related activities.

In addition, the Company is required to maintain letters of credit and a time deposit account for certain of the Company’s office leases.

See “Note 5 — Credit Facilities and Long-Term Debt” for further discussion.

Marketable Securities

Marketable equity securities are publicly traded and have readily determinable fair values with changes in fair value recorded in Other income (loss)-net.

The Company’s investments in marketable securities consist of debt securities classified as available-for-sale as well as marketable equity securities.

The Company’s available-for-sale debt securities are measured at fair

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

value with unrealized gains and losses included in Accumulated other comprehensive loss in shareholders’ equity and realized gains and losses included in Other income (loss)-net.

Marketable Securities

The Company’s investments in marketable securities consisted of marketable equity securities.

Marketable equity securities are publicly traded and have readily determinable fair values with changes in fair value recorded in Other income – net.

Non-Marketable Equity Securities and Equity Method Investments

7 unchanged sentences

These securities are recorded at cost minus impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer.

Realized and unrealized gains and losses or the Company's share of the investee's earnings or losses on non-marketable equity securities, including impairment losses, are recognized in Other income (loss)-net.

Any dividends on equity method investments are recognized as a reduction of the investment's carrying value.

11 unchanged sentences

Convertible Senior Notes

The 0.25 % convertible senior notes due in 2026 (the "2026 Notes") issued by the Company in August 2021 are accounted for wholly as debt.

The 2026 Notes have an initial carrying value equal to the net proceeds from issuance.

Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method.

Conversions are settled through payment of cash or a combination of cash and stock, at the Company's option.

Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity.

There will not be any gains or losses recognized upon a conversion.

Upon extinguishment of any portion of the 2026 Notes, the difference between the repurchase price of the extinguished notes and the respective net carrying amount is recorded as a gain or loss in (Loss) gain on extinguishment of debt in the consolidated statements of operations.

See “Note 5 — Credit Facilities and Long-Term Debt” for details on the partial repurchase of the Company's convertible notes.

The Company purchased certain capped calls in connection with the issuance of the 2026 Notes which it expects to reduce potential dilution from conversions of the 2026 Notes.

The capped calls were determined to be freestanding financial

The Company accounts for each series of its convertible senior notes wholly as debt.

The Company has not identified any material embedded features contained within its notes which would require bifurcation, and therefore, separate treatment as derivative instruments.

As applicable, any debt discount and debt issuance costs incurred in connection with the issuance of the notes are recorded as a direct deduction from the carrying amount of the notes.

These amounts are amortized to interest expense using the effective interest method over the expected term of the notes, or if applicable, to the earliest date the noteholder may exercise a put option.

Upon conversion, the carrying amount of the notes, including any unamortized debt issuance costs and unamortized discounts, are reduced by cash paid, with any difference being reflected as a change in equity.

No gain or loss will be recognized upon conversion.

Upon extinguishment of any portion of the notes, the difference between the reacquisition price of the extinguished notes and the respective net carrying amount is recorded as a gain or loss in (Loss) gain on extinguishment

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

instruments that meet the criteria for classification in equity;

as such, the capped calls were recorded as a reduction of additional paid-in capital within shareholders' equity and will not be subsequently remeasured.

of debt in the consolidated statements of operations.

See “ Note 5 — Credit Facilities, Long-Term Debt, and Convertible Notes ” for further details on the Company's notes.

The Company purchased certain capped calls in connection with the issuance of the 2026 Notes (the “Capped Calls”) which it expected to reduce potential dilution from conversions of the 2026 Notes.

The Capped Calls were determined to be freestanding financial instruments that met the criteria for classification in equity;

as such, the Capped Calls were recorded as a reduction of additional paid-in capital within shareholders' equity and were not subsequently remeasured.

Escrow Receivable

28 unchanged sentences

Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

As the rates implicit on the Company’s leases for which it is the lessee are not readily determinable, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments.

When determining the incremental borrowing rate, the Company assesses multiple variables such as lease term, collateral, economic conditions, and its creditworthiness.

For operating leases, the Company recognizes straight-line rent expense.

The Company’s lease arrangements may include options to extend or early terminate a lease, which it does not include in expected lease terms unless they are reasonably certain to be exercised.

The Company has lease arrangements with lease and

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

non-lease components.

When determining the incremental borrowing rate, the Company assesses multiple variables such as lease term, collateral, economic conditions, and its creditworthiness.

For operating leases, the Company recognizes straight-line rent expense.

The Company’s lease arrangements may include options to extend or early terminate a lease, which it does not include in expected lease terms unless they are reasonably certain to be exercised.

The Company has lease arrangements with lease and non-lease components.

As a lessee, the Company has elected to apply the practical expedient to combine lease and related non-lease components, for all classes of underlying assets, and shall account for the combined component as a lease component.

9 unchanged sentences

If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.

Intangible Assets

The Company recorded intangible assets with finite lives, including developed technology, customer relationships, trademarks, and non-competition agreements, as a result of acquisitions as well as internal development.

Intangible assets were amortized based on their estimated economic lives, ranging from 1 to 5 years.

Warrant Dividends

Warrant dividends are accounted for in accordance with ASC 815, Derivative and Hedging.

The warrants are classified as equity financial instruments as they are indexed to the Company’s common stock and require settlement in shares with no net cash settlement provisions.

The Company records the issuance of the warrants to additional paid in capital on the consolidated balance sheets based on the fair value of the warrants.

No fair value remeasurement of the warrants, as equity instruments, is required in subsequent periods.

Impairment of Long-Lived Assets

9 unchanged sentences

Total impairment loss $ 4 $ 7 $ 10

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Revenue Recognition

2 unchanged sentences

The Company recognizes revenue when it satisfies its performance obligations by transferring control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Home sales revenue consists of selling residential real estate to customers.

1 unchanged sentence

The amount of revenue recognized for each home sale is equal to the sale price of the home net of any concessions.

Other revenue consists primarily of title insurance facilitation revenue, closing and escrow services, and real estate broker commissions.

Other revenue consists primarily of title insurance and escrow services, and real estate broker commissions.

These real estate services are provided in conjunction with home sales, and revenue is recognized consistent with home sales revenue, generally upon close of escrow.

5 unchanged sentences

Sales, Marketing and Operations Expense

Sales, marketing and operations expense consists primarily of resale broker commissions, 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 includes any headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation.

Sales, marketing and operations expense consists primarily of resale broker commissions, 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 inventory operations such as salaries, benefits, and stock-based compensation.

These costs are expensed as incurred.

1 unchanged sentence

For the years ended December 31, 2025, 2024, and 2023, expenses attributable to advertising totaled $ 47 million, $ 86 million, and $ 75 million, respectively.

General and Administrative Expense

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

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 the Company’s websites, tools, applications, and mobile apps that support its products.

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

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.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Stock-Based Compensation

Stock-based compensation awards consist of stock options, restricted stock units (“RSUs”), and shares of restricted stock (“Restricted Shares”), and shares issued pursuant the 2020 Employee Stock Purchase Plan (“ESPP”).

Stock-based compensation awards consist of stock options, restricted stock units (“RSUs”), market condition restricted stock units (“market condition RSUs”) and shares issued pursuant the 2020 Employee Stock Purchase Plan (“ESPP”).

Stock Options

The Company has granted stock options with a service condition to vest, which is generally four years .

The Company has granted stock options with a service condition to vest, which is generally four years , and are generally exercisable over a maximum term of 10 years from the date of grant.

Incentive stock options granted to a 10 % shareholder are exercisable over a maximum term of five years from the date of grant.

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant.

The Company records stock-based compensation expense for service-based stock options on a straight-line basis over the requisite service period.

1 unchanged sentence

The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for stock options.

Prior to its listing, the Company granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a service condition to vest, which was generally four years .

The Company determined the fair value of RSUs based on the valuation of the Company’s common stock as of the grant date.

No compensation expense was

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

recognized for performance-based awards until the liquidity event occurred in February 2021.

Subsequent to the occurrence of the liquidity event, compensation expense was recognized on an accelerated attribution basis over the requisite service period of the awards.

After the Company became listed, the Company began granting RSUs subject to a service condition to vest, which is generally two to four years .

The Company grants RSUs subject to a service condition to vest, which is generally two to four years .

Compensation expense is recognized on a straight-line basis subject to a floor of the vested number of shares for each award.

The Company determines the fair value of RSUs based on the Company’s grant date closing stock price and recognizes forfeitures as they occur.

In the quarter ended March 31, 2024, the Company began granting RSUs to certain executive employees that contain a performance condition and service condition to vest.

If the award is deemed probable of being earned, compensation expense is recognized on an accelerated attribution basis over the requisite service period of the award, which is generally three years .

The Company reassesses the probability of achieving the performance condition at each reporting date during the performance period.

The Company determines the fair value of RSUs based on the Company’s grant date closing stock price and recognizes forfeitures as they occur.

If all, or a portion, of the award is not expected to be earned, the appropriate amount of previously recognized compensation expense is reversed and future compensation is adjusted accordingly.

Market Condition RSUs

The Company has granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a market condition to vest.

Subject to the employee’s continued services to the Company, the market-based conditions are satisfied upon the Company's achievement of certain share price milestones calculated based on 60-day volume weighted average.

For market-based RSUs, the Company determines the grant-date fair value utilizing Monte Carlo simulations, which incorporates various assumptions, including expected stock price volatility, contractual term, dividend yield, and stock price at grant date.

The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies.

The Company has granted certain employees dual-trigger RSUs with vesting conditions including both an applicable market condition as well as a service condition.

As described in the share agreement, the applicable market condition is satisfied upon the Company's achievement of certain share price milestones, while the service condition is satisfied through continued service to the Company.

For market-condition RSUs, the Company determines the grant-date fair value utilizing Monte Carlo simulations, which incorporate various assumptions, including expected stock price volatility, contractual term, dividend yield, and stock price at grant date.

The Company estimates the volatility of common stock on the date of grant based on the Company’s historical stock price volatility.

As the Company had no history of dividend payments and had not declared any prospective dividends, a 0 % dividend yield was assumed.

For stock-based compensation, each market-based condition is treated as an accounting unit and expense is recognized over the requisite service period with respect to each unit and only if performance-based conditions are considered probable to be satisfied.

For stock-based compensation, each market condition is treated as an accounting unit and expense is recognized over the requisite service period with respect to each unit.

The Company determines the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, if any, using the longer of the two service periods as the requisite service period.

Restricted Shares

The fair value of the Restricted Shares is equal to the estimated fair value of the Company’s common stock on the grant date.

The Company recognizes compensation expense for the shares on a straight-line basis over the requisite service period of the awards.

The fair value of these shares will be recognized into common stock and additional paid-in-capital as the shares vest.

The Company recognizes stock-based compensation expense related to purchase rights granted pursuant to the 2020 ESPP on a straight-line basis over the offering period.

The Company estimates the fair value of purchase rights granted under the ESPP using the Black-Scholes option-pricing model.

The Company estimates the fair value of purchase rights granted under the ESPP using the Black-Scholes-Merton option-pricing model.

The Company records income taxes using the asset and liability method.

Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities.

These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse.

The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future

Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

tax basis of existing assets and liabilities.

These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse.

The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

11 unchanged sentences

Recently Adopted Accounting Standards

In July 2023, the FASB issued ASU 2023-03 which amends various paragraphs in the Accounting Standards Codification pursuant to the issuance of Commission Staff Bulletin No.

These updates were effective immediately and did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and retrospective application to all prior periods presented in the financials is required.

The Company adopted ASU 2023-07 in its annual reporting period as of and for the year ended December 31, 2024.

See “ Note 18 — Segment Information” for further discussion.

In November 2024, the FASB issued ASU 2024-04 which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The new guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

The Company early adopted ASU 2024-04 as of the year ended December 31, 2024.

The updates had no impact to the Company’s consolidated financial statements upon adoption.

In the year ended December 31, 2025, the Company adopted ASU 2023‑09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update requires enhanced income tax disclosures, including greater disaggregation in the rate reconciliation and additional information about income taxes paid.

Specifically, ASU 2023‑09 requires public business entities to provide more detailed categories in the reconciliation of the statutory tax rate to the effective tax rate and to disclose income taxes paid disaggregated by federal, state, and foreign jurisdictions, as well as by individually significant jurisdictions.

The guidance also requires disclosure of pre‑tax income (loss) and income tax expense (benefit) disaggregated between domestic and foreign operations.

The Company applied the new guidance prospectively to the current annual period only.

Adoption of ASU 2023‑09 did not have a material impact on the Company’s consolidated financial position or results of operations, but resulted in expanded income tax disclosures in the notes to the consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06 which is intended to clarify or improve disclosure and presentation requirements of a variety of topics.

It will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements and align the requirements in the FASB accounting standard codification with the SEC's regulations.

It will allow users to more easily compare entities subject to the U.S Securities and Exchange Commission’s (“SEC”) existing disclosures with those entities that were not previously subject to the requirements and align the requirements in the FASB accounting standard codification with the SEC’s regulations.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the applicable disclosure requirement by June 30, 2027, the amendment will not be effective for any entity.

4 unchanged sentences

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

In December 2023, the FASB issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of effective tax rates to statutory rates as well as additional disaggregation of taxes paid.

This guidance is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.

The Company is currently assessing the impact on the Company's disclosures.

In November 2024, the FASB issued ASU 2024-03, which is intended to improve the disclosures about a public business entity’s expenses and provide detailed information about the types of expenses in commonly presented expense captions.

1 unchanged sentence

The Company is currently assessing the impact on the Company's consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today.

This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in ASU 2025-06 should be applied either prospectively, retrospectively, or utilizing a modified transition approach.

The Company is currently assessing the impact on the Company's consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-07.

This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers.

Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party.

It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply.

The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in ASU 2025-07 should be applied either prospectively or by utilizing a modified retrospective approach.

The Company is currently assessing the impact on the Company's consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270):

Narrow‑Scope Improvements.

This update clarifies interim disclosure requirements and centralizes such requirements within Topic 270.

Among other changes, ASU 2025‑11 introduces a disclosure principle requiring entities to provide information about significant events or changes since the end of the last annual reporting period that have a material impact, clarifies when duplicative annual disclosures may be omitted from interim reports, and aligns interim reporting requirements with applicable SEC guidance for registrants.

This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in ASU 2025‑11 should be applied prospectively.

The Company is currently assessing the impact on the Company’s consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements.

This update addresses shareholder suggestions on the Accounting Standards Codification and makes other incremental improvements to U.S.

The amendments make codification updates to a broad range of topics arising from technical corrections, unintended application of the codification, clarifications and other minor improvements.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual periods.

Early adoption is permitted and may be elected on an issue‑by‑issue basis.

The amendments in ASU 2025‑12 are to be applied prospectively.

The Company is currently assessing the impact on the Company’s consolidated financial statements and disclosures.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

REAL ESTATE INVENTORY

14 unchanged sentences

Money market funds 876 — — 876 876 —

Equity securities 8 — — 8 — 8

Total $ 962 $ — $ — $ 962 $ 962 $ —

3 unchanged sentences

Money market funds 611 — — 611 611 —

Corporate debt securities 55 — ( 1 ) 54 — 54

Equity securities 8 — — 8 — 8

Total $ 679 $ — $ — $ 679 $ 671 $ 8

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

During the years ended December 31, 2024 and 2023, the Company recognized $( 7 ) million and $ 4 million of net unrealized (losses) gains, respectively, in the consolidated statements of operations related to marketable equity securities.

The Company had no available-for-sale debt securities as of December 31, 2024.

A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss as of December 31, 2023 was as follows (in millions):

Less than 12 Months 12 Months or Greater Total

December 31, 2023 Fair Value Unrealized

Corporate debt securities $ — $ — $ 54 $ ( 1 ) $ 54 $ ( 1 )

Total $ — $ — $ 54 $ ( 1 ) $ 54 $ ( 1 )

Net unrealized losses of the Company's available-for-sale debt securities as of December 31, 2023 were $ 1 million.

These unrealized losses were associated with the Company’s investments in corporate debt securities and were due to interest rate increases, and not credit-related events.

The Company did not expect to be required to sell the investments before recovery of the amortized cost bases.

As such, no allowance for credit losses was required as of December 31, 2023.

The Company had no marketable equity securities as of December 31, 2025.

During the year ended December 31, 2024, the Company recognized $( 7 ) million of net unrealized losses, in the consolidated statements of operations related to marketable equity securities held as of December 31, 2024.

A summary of non-marketable equity securities and equity method investment balances as of December 31, 2025 and 2024 were as follows (in millions):

3 unchanged sentences

Total $ 68 $ 59

No unrealized losses were recognized during the year-ended December 31, 2024 in the consolidated statements of operations related to non-marketable equity securities held as of December 31, 2024.

During the year-ended December 31, 2023, the Company recognized $ 5 million of net unrealized losses in the consolidated statements of operations related to non-marketable equity securities held as of December 31, 2023.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

No unrealized losses were recognized during the years ended December 31, 2025 and December 31, 2024 in the consolidated statements of operations related to non-marketable equity securities held as of December 31, 2025 and December 31, 2024, respectively.

VARIABLE INTEREST ENTITIES

6 unchanged sentences

The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of December 31, 2025 and 2024 (in millions):

12 unchanged sentences

As a result, under certain circumstances, this may limit the Company’s flexibility to transfer assets from Opendoor subsidiaries to the Parent Company.

See “Note 5 — Credit Facilities and Long-Term Debt” for further discussion of the recourse obligations with respect to the VIEs.

See “Note 5 — Credit Facilities, Long-Term Debt, and Convertible Notes” for further discussion of the recourse obligations with respect to the VIEs.

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

CREDIT FACILITIES AND LONG-TERM DEBT

The following tables summarize certain details related to the Company's credit facilities and long-term debt as of December 31, 2024 and 2023 (in millions, except interest rates):

CREDIT FACILITIES, LONG-TERM DEBT, AND CONVERTIBLE NOTES

The following tables summarize certain details related to the Company's non-recourse asset-backed debt as of December 31, 2025 and 2024 (in millions, except interest rates):

Outstanding Amount

7 unchanged sentences

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

4 unchanged sentences

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

40 unchanged sentences

As of December 31, 2025, the Company had committed borrowing capacity with respect to the Company’s non-recourse asset backed debt of $ 1.6 billion;

this committed borrowing capacity is comprised of $ 400 million for senior revolving credit facilities, $ 1.4 billion for senior term debt facilities, and $ 350 million for mezzanine term debt facilities.

this committed borrowing capacity is comprised of $ 400 million for senior revolving credit facilities, $ 777 million for senior term debt facilities, and $ 450 million for mezzanine term debt facilities.

The Company recognized $ 1 million, $ 2 million, and $ 9 million in loss on extinguishment of debt on the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively, related to the Company’s voluntary partial early repayment of non-recourse asset-backed term debt facilities.

The loss on extinguishment of debt for the year ended December 31, 2024 was comprised of $ 2 million in write-offs of associated unamortized deferred costs that were

The loss on extinguishment of debt for the

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

previously capitalized.

The loss on extinguishment of debt for the year ended December 31, 2023 was comprised of $ 4 million in prepayment fees and $ 5 million in write offs of associated unamortized deferred costs that were previously capitalized.

year ended December 31, 2025 was comprised of $ 1 million in write-offs of associated unamortized deferred costs that were previously capitalized.

The loss on extinguishment of debt for the year ended December 31, 2024 was comprised of $ 2 million in write offs of associated unamortized deferred costs that were previously capitalized.

1 unchanged sentence

The Company classifies the senior revolving credit facilities as current liabilities on the Company’s consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months.

The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months during which time amounts can be borrowed, repaid and borrowed again.

The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months, as may be amended and extended from time to time, during which time amounts can be borrowed, repaid and borrowed again.

The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above.

11 unchanged sentences

The Company classifies its senior term debt facilities as current or non-current liabilities on the Company’s consolidated balance sheets based on the applicable final maturity date.

The senior term debt facilities are typically structured with an initial withdrawal period up to 60 months during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility.

The senior term debt facilities are typically structured with an initial withdrawal period up to 60 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility.

Outstanding amounts drawn under each senior term debt facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

12 unchanged sentences

These facilities are structurally and contractually subordinated to the related asset-backed senior debt facilities.

The mezzanine term debt facilities have been structured with an initial 42 month withdrawal period during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity.

The mezzanine term debt facilities have been structured with an initial withdrawal period of up to 42 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity.

Outstanding amounts drawn under the mezzanine term debt facilities are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event.

15 unchanged sentences

Convertible Senior Notes

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

The tables below summarize certain details related to the 2026 Notes (in millions, except interest rates):

December 31, 2024 Aggregate Principal Amount

Unamortized Debt Issuance Costs Net Carrying Amount

In August 2021, the Company issued 0.25 % convertible senior notes due 2026 (the “2026 Notes”) and in May 2025, the Company issued 7.00 % convertible senior notes due 2030 (the “2030 Notes”;

collectively with the 2026 Notes, “Convertible

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Senior Notes”).

The following tables summarize certain details related to the Convertible Senior Notes (in millions, except interest rates):

December 31, 2025 Remaining Aggregate Principal Amount

Unamortized Debt Discount and Issuance Costs

Net Carrying Amount

2026 Notes $ 135 $ — $ 135

Total Convertible Senior Notes

$ 197 $ ( 4 ) $ 193

December 31, 2024 Remaining Aggregate Principal Amount

Unamortized Debt Discount and Issuance Costs

Net Carrying Amount

2026 Notes $ 381 $ ( 3 ) $ 378

Total Convertible Senior Notes

$ 381 $ ( 3 ) $ 378

December 31, 2025 Maturity Date Stated Cash Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Conversion Rate Conversion Price

1 unchanged sentence

August 15 53.7097 $ 19.23

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

The 2026 Notes will be convertible at the option of the holders before February 15, 2026 only upon the occurrence of certain events.

Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes upon meeting certain conditions related to price of the Company's common stock.

Beginning on February 15, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2026 Notes are convertible at any time at election of each holder.

May 15, 2030 7.00 % 9.48 % May 15;

November 15 637.105 $ 1.57

The 2026 Notes are convertible at the option of the holders of the 2026 Notes before February 15, 2026 only upon the occurrence of certain events.

In addition, the holders of the 2026 Notes have the right to require the Company to repurchase all or part of their 2026 Notes if certain corporate events occur that constitute a fundamental change.

Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes, in whole or in part, upon meeting certain conditions related to the price of the Company’s common stock.

The redemption price will be paid in cash equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances.

In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will be adjusted in accordance with the make-whole table within the Indenture.

In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company’s common stock, at the Company’s election, for the remaining amount, if any, based on the applicable conversion rate.

Refer to 2030 Notes section below for information regarding the extinguishment of certain 2026 Notes.

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”).

3 unchanged sentences

(i) reduced the carrying value of the Repurchased 2026 Notes by $ 597 million, (ii) reduced outstanding deferred issuance costs by $ 10 million, (iii) incurred fees of $ 2 million and (iv) recorded $ 225 million of gain on debt extinguishment.

The Company elected to leave the Capped Calls associated with the Repurchased 2026 Notes outstanding.

For the year ended December 31, 2024, total interest expense on the Company's convertible senior notes was $ 3 million, with coupon interest of $ 1 million and amortization of debt issuance costs of $ 2 million.

For the year ended December 31, 2023, total interest expense on the Company's convertible senior notes was $ 5 million, with coupon interest of $ 2 million and amortization of debt issuance costs of $ 3 million.

For the year ended December 31, 2022, total interest expense on the Company's convertible senior notes was $ 7 million, with coupon interest of $ 2 million and amortization of debt issuance costs of $ 5 million.

In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased capped calls (the “Capped Calls”) from certain financial institutions at a cost of $ 119 million.

The Capped Calls cover, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes.

By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2026 Notes settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeds the conversion price.

The Capped Calls have an initial strike price of $ 19.23 per share and an initial cap price of $ 29.59 per share or a cap price premium of 100 %.

In December 2024, the Company settled 75 % of the outstanding Capped Calls and received cash of $ 2 million from certain counterparties, which was recognized as an increase in additional paid-in-capital in the fourth quarter of 2024.

During the year ended December 31, 2025, the Company announced a Warrant Dividend, refer to “ Note 11 – Shareholders’ Equity.” In lieu of participating in the Warrant Dividend, the conversion rate for the 2026 Notes was adjusted from 51.9926 to 53.7097.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

In May 2025, the Company entered into privately negotiated transactions with certain holders of the 2026 Notes and new investors, pursuant to which the Company issued $ 325 million aggregate principal amount of 2030 Notes consisting of (i) $ 246 million aggregate principal amount of 2030 Notes issued in exchange for $ 246 million principal amount of 2026 Notes (the “Debt Exchange") and (ii) $ 79 million aggregate principal amount of 2030 Notes issued for cash.

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

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

The 2030 Notes are convertible at the option of the holders of the 2030 Notes before November 15, 2029 only upon the occurrence of certain events.

In addition, the holders of the 2030 Notes have the right to require the Company to repurchase all or part of their 2030 Notes (i) if certain corporate events occur that constitute a fundamental change or (ii) for a one-time optional repurchase on May 15, 2028.

Beginning on May 22, 2028, the Company has the option to redeem the 2030 Notes, in whole or in part, upon meeting certain conditions related to the price of the Company's common stock.

The redemption or repurchase price will be paid in cash equal to 100 % of the principal amount of the 2030 Notes to be redeemed or repurchased, plus accrued and unpaid interest, if any.

Beginning on November 15, 2029 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Notes are convertible at any time at the election of each noteholder.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances.

In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, under certain circumstances, be increased for a specified period of time.

Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company's common stock, at the Company's election, for the remaining amount, if any, based on the applicable conversion rate.

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

This condition was met during the third 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 sheets as of December 31, 2025.

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 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 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.

The following table summarizes the interest expense related to the Convertible Senior Notes (in millions):

Year Ended December 31,

2025 2024 2023

Contractual interest

Amortization of debt discount and issuance costs

Total Convertible Senior Notes interest expense

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased Capped Calls from certain financial institutions at a cost of $ 119 million.

The Capped Calls covered, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes.

By entering into the Capped Calls, the Company expected to reduce the potential dilution to its common stock (or, in the event a conversion of the 2026 Notes was settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeded the conversion price.

The Capped Calls had an initial strike price of $ 19.23 per share and an initial cap price of $ 29.59 per share or a cap price premium of 100 %.

In December 2024, the Company settled 75 % of the Capped Calls and received cash of $ 2 million from certain counterparties, which was recognized as an increase in additional paid-in-capital.

In August 2025, the Company settled the remaining outstanding Capped Calls and received cash of $ 1 million from certain counterparties, which was recognized as an increase in additional paid-in-capital.

FAIR VALUE DISCLOSURES

4 unchanged sentences

Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.

Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.

Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.

4 unchanged sentences

Marketable securities

Debt securities Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable.

Level 2 recurring fair value measurement.

Equity securities Price is quoted given the securities are traded on an exchange.

1 unchanged sentence

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in millions):

December 31, 2024 Balance at Fair Value Level 1 Level 2 Level 3

Marketable securities:

Equity securities $ 8 $ 8 $ — $ —

Total assets $ 8 $ 8 $ — $ —

As of December 31, 2025, the Company did not have any assets or liabilities measured at fair value on a recurring basis.

The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of December 31, 2024 (in millions):

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

December 31, 2024 Balance at Fair Value Level 1 Level 2 Level 3

Marketable securities:

Corporate debt securities $ 54 $ — $ 54 $ —

Equity securities $ 8 $ 8 $ — $ —

Total assets $ 8 $ 8 $ — $ —

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Fair Value of Financial Instruments

6 unchanged sentences

$ 152 $ 152 $ — $ 152

Convertible senior notes – current portion

193 384 — 384

Non-recourse asset-backed debt – net of current portion

968 961 — 961

Convertible senior notes 378 336 — 336

December 31, 2024

2 unchanged sentences

Restricted cash 92 92 92 —

Non-recourse asset-backed debt – current portion

$ 432 $ 431 $ — $ 431

Non-recourse asset-backed debt – net of current portion

1,492 1,443 — 1,443

Convertible senior notes 376 296 — 296

Convertible senior notes – net of current portion

378 336 — 336

PROPERTY AND EQUIPMENT

6 unchanged sentences

Software implementation costs 1 1

Leasehold improvements — 2

Total 117 123

2 unchanged sentences

Depreciation and amortization expense of $ 31 million, $ 33 million, and $ 38 million was recorded for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company leases office space throughout the United States and India under operating and short-term lease agreements.

These lease agreements have terms not exceeding 11 years and some contain multi-year renewal options or early termination options that are not considered reasonably certain of exercise except as discussed below.

The Company also leases equipment under immaterial finance lease agreements.

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

The Company leases office space throughout the United States and India under operating and short-term lease agreements.

The Company also leases equipment under immaterial finance lease agreements.

Components of lease costs for the years ended the December 31, 2025, 2024, and 2023, are as follows (in millions):

6 unchanged sentences

Net lease cost $ 4 $ 8 $ 11

The following table present supplemental lease information (in millions):

The following table presents supplemental lease information (in millions):

December 31, 2025 2024 2023

1 unchanged sentence

Right-of-use assets obtained in exchange for new or acquired lease liabilities $ 3 $ 4 $ 1

In May 2025, the Company amended its Tempe, Arizona office lease to terminate the Company’s obligation with respect to a portion of the leased premises (“Partial Lease Termination”).

The Partial Lease Termination resulted in a decrease of undiscounted, future lease payments of $ 10 million.

The Company recognized a loss of $ 1 million, as a result of the reduction of right-of-use assets by $ 8 million and lease liabilities by $ 7 million, and an additional $ 2 million in other associated costs, both of which are recognized within Restructuring on the consolidated statements of operations.

See “Note 20 — Restructuring” for further discussion.

There were no other material lease modifications for the year ended 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.

2 unchanged sentences

See “Note 20 — Restructuring” for further discussion.

There were no other material lease modifications for the year ended December 31, 2024.

In May 2023, the Company amended its Tempe, Arizona office lease to partially terminate the Company’s obligation with respect to a portion of the leased premises (“Partial Lease Termination”).

The Partial Lease Termination resulted in a decrease of undiscounted, future lease payments of $ 19 million.

As a result of the Partial Lease Termination, the Company remeasured its operating lease liabilities and recorded a decrease of $ 10 million to reflect the reduced lease payments and termination penalties.

The Company also recorded a decrease to right-of-use assets of $ 9 million based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $ 1 million recognized in general and administrative expense on the consolidated statements of operations for the year ended December 31, 2023.

The weighted average lease term and the weighted average discount rate are as follows:

2 unchanged sentences

Weighted average discount rate for operating leases 12.1 % 13.2 %

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Maturity of operating lease liabilities as of December 31, 2025 are as follows (in millions):

2 unchanged sentences

Total lease liabilities $ 7

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

GOODWILL AND INTANGIBLE ASSETS

For the years ended December 31, 2024 and 2023 there were no additions to goodwill.

No impairment of goodwill was identified for the years ended December 31, 2024 and 2023.

All intangible assets that were previously subject to amortization were fully amortized as of December 31, 2024.

As such, the Company does not have any intangible assets subject to amortization remaining as of December 31, 2024.

Intangible assets subject to amortization consisted of the following as of December 31, 2023 (in millions, except years):

December 31, 2023 Gross

Remaining Weighted Average Useful Life

Developed technology $ 17 $ ( 13 ) $ 4 0.8

Customer relationships 7 ( 6 ) 1 0.7

Trademarks 5 ( 5 ) — 0.7

Intangible assets – net $ 29 $ ( 24 ) $ 5

Amortization expense for intangible assets was $ 4 million, $ 7 million, and $ 9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

For the years ended December 31, 2025 and 2024 there were no additions to goodwill and there was no impairment of goodwill.

As of December 31, 2025 and 2024, the Company had no remaining intangible assets subject to amortization.

Amortization expense for intangible assets was $ 4 million and $ 7 million for the years ended December 31, 2024 and 2023, respectively.

ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of December 31, 2025 and 2024, consisted of the following:

Accrued expenses due to vendors $ 30 $ 34

Legal contingency accrual $ 41 $ 23

Accrued expenses due to vendors 20 30

Accrued payroll and other employee related expenses 13 12

Accrued property and franchise taxes 3 8

Accounts payable due to vendors — 9

Accrued expenses and liabilities due to related parties

Accrued property and franchise taxes 8 7

Total accounts payable and other accrued liabilities $ 80 $ 92

12 unchanged sentences

Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant.

Warrant Dividends

On November 6, 2025, the Company declared a special dividend in the form of warrants to the holders of record of our common stock (the “Warrants”), as of the close of business on November 18, 2025 (the “Record Date”).

Pursuant to the terms of the warrant agreement, dated November 21, 2025, (the “2025 Warrant Agreement”), each holder of record of common stock on the Record Date received a series of three Warrants - Series K (OPENW), Series A (OPENL), and Series Z (OPENZ) - for every 30 shares of common stock held, rounded down to the nearest whole number.

The Warrants are listed on the Nasdaq Stock Market LLC and commenced trading on November 24, 2025.

At the time of issuance, each Warrant entitled the holder to purchase one share of common stock at exercise prices of $ 9.00 (Series K Warrant), $ 13.00 (Series A Warrant), and $ 17.00 (Series Z Warrant) per Warrant, subject to certain adjustments.

The Warrants are initially exercisable only for cash;

however, at the Company’s sole discretion, the exercise method may be changed to net exercise.

On November 21, 2025, 99,295,146 Warrants were issued and distributed to the holders of record of common stock and 2030 Notes as of the Record Date.

The Company estimated the fair value of the Warrants using a Monte Carlo simulation model using the following key inputs:

(i) the Company’s closing stock price on the Record Date:

(ii) Exercise Price:

$ 9.00 , $ 13.00 and $ 17.00 ;

(iii) simulation term:

(iv) risk-free rate:

3.64 % (v) expected dividend yield 0.0 %;

and (vi) volatility:

Under the terms of 2025 Warrant Agreement, the Warrants will expire and cease to be exercisable at 5:00 p.m.

New York City time on November 20, 2026 (the “Expiration Date”) subject to the Early Expiration Price Condition (defined below).

Early Expiration Price Condition and Date for the Warrants

Upon the occurrence of the first 30 consecutive trading day period that includes 20 trading days on which the daily volume-weighted average price (“VWAP”) of a share of common stock is at least equal to 120 % of the exercise price, subject to certain adjustments provided for in the 2025 Warrant Agreement (such occurrence, the “Early Expiration Price Condition”, and the last of such 20 trading days, the “Early Expiration Price Condition Date”), the Expiration Date of the Warrants would automatically accelerate to the date (the “Early Expiration Date”) that is the business day immediately following the Early Expiration Price Condition Date.

Warrants issued to Convertible Senior Notes’ holders

Under the terms of both the 2026 Notes and the 2030 Notes, the Company was required to either adjust the respective conversion ratio or issue Warrants to the holders of the notes.

The conversion rate for the Company’s 2026 Notes was adjusted in accordance with the terms of the governing indenture for such notes.

Refer to “ Note 5 - Credit Facilities, Long Term Debt, and Convertible Notes ” for the impact on the 2026 Notes conversion rate.

In lieu of an adjustment to the conversion rate, holders of the Company’s 2030 Notes received Warrants, at the same time and on the same terms as holders of common stock, without having to convert such holder’s 2030 Notes, as if such holder held a number of shares of common stock, equal to the product of (i) the conversion rate applicable to the 2030 Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed in thousands) of 2030 Notes held by such holder on the Record Date.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

SHARE-BASED AWARDS

3 unchanged sentences

Awards outstanding under the 2014 Plan were assumed by Opendoor Technologies upon the Closing and continue to be governed by the terms of the 2014 Plan.

As of December 31, 2025, the only awards remaining under the 2014 Plan are unexercised stock options.

2020 Equity Incentive Plans

18 unchanged sentences

Stock options and RSUs

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant.

Options are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years .

Incentive stock options granted to a 10% shareholder are exercisable over a maximum term of five years from the date of grant.

A summary of the stock option activity for the year ended December 31, 2025, is as follows:

9 unchanged sentences

The total intrinsic value of options exercised for the years ended December 31, 2025, 2024, and 2023, was $ 14 million, $ 1 million, and $ 3 million, respectively.

RSUs typically vest upon a service-based requirement, generally over a two or four year period.

In the quarter ended March 31, 2024, the Company began granting RSUs to certain executive employees that contain both a performance and service condition to vest.

The Company reassesses the probability of achieving the performance condition at each reporting date during the performance period.

A summary of the RSU activity for the year ended December 31, 2025, is as follows:

6 unchanged sentences

The total fair value of RSUs vested for the years ended December 31, 2025, 2024 and 2023 was $ 91 million, $ 92 million, and $ 112 million, respectively.

Restricted Shares

The Company has granted Restricted Shares to certain continuing employees, primarily in connection with acquisitions.

The Restricted Shares vest upon satisfaction of a service condition, which generally ranges from three to four years .

There were no Restricted Shares as of December 31, 2024 and 2023.

The total fair value of Restricted Shares vested for the year ended December 31, 2022 was $ 1 million.

A summary of the market condition RSU activity for the year ended December 31, 2025, is as follows:

(in thousands)

Unvested and outstanding – December 31, 2024 — $ —

Granted 101,418 8.36

Unvested and outstanding – December 31, 2025 101,418 $ 8.36

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

The fair value of market condition RSUs is estimated at the date of grant using a Monte Carlo simulation model.

The following assumptions were applied in the model to estimate the grant date fair value of the awards.

Year Ended December 31, 2025

Volatility 110.0 % - 110.5 %

Risk-free rate 3.58 % - 3.68 %

Term (in years)

Expected dividend $ —

The first offering period for the Company's 2020 ESPP began on March 1, 2022.

6 unchanged sentences

Payroll contributions withheld as of December 31, 2025 will be used to purchase shares at the end of the current ESPP purchase period ending on February 27, 2026.

The fair value of ESPP purchase rights is estimated at the date of grant using the Black-Scholes option-pricing valuation model.

The fair value of ESPP purchase rights is estimated at the date of grant using the Black-Scholes-Merton option-pricing valuation model.

The following assumptions were applied in the model to estimate the grant-date fair value of the ESPP.

16 unchanged sentences

The unamortized compensation costs are expected to be recognized over the remaining term of the offering period of 0.4 years.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Stock-based compensation expense

7 unchanged sentences

Total stock-based compensation expense $ 159 $ 114 $ 126

The Company recognized $ — million , $( 4 ) million, $( 13 ) million of compensation expense during the years ended December 31, 2024, 2023, and 2022 respectively, related to all market condition awards outstanding.

In December 2022, Eric Wu resigned as CEO of Opendoor, resulting in a $ 57 million reversal of stock-based compensation expense related to his market condition awards.

For market condition awards, the Company recognized $ 103 million, $ — million, $( 4 ) million of compensation expense during the years ended December 31, 2025, 2024, and 2023 respectively.

During the years ended December 31, 2025, 2024 and 2023 no market conditions were satisfied.

The grant-date fair value for the market condition awards granted during the year ended December 31, 2025 was $ 848 million and is being recognized over a requisite service period ranging from one year to five years .

As of December 31, 2025, there was $ 745 million of unamortized stock-based compensation costs related to unvested market condition RSUs.

The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.6 years.

As of December 31, 2025, there was $ 97 million of unamortized stock-based compensation costs related to unvested RSUs.

The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.0 years.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Valuation of options

The Black-Scholes Model used to value stock options incorporates the following assumptions:

Year Ended December 31,

Fair value $ 15.00

Volatility 73 %

Risk-free rate 1.09 %

Expected life (in years) 7

Expected dividend $ —

Fair Value of Common Stock

Prior to the Company’s common stock becoming publicly traded, the fair value of the common stock underlying the stock option awards was determined by the board of directors.

Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved.

These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock;

(ii) the rights, preferences and privileges of convertible preferred stock relative to common stock;

(iii) the lack of marketability of common stock;

(iv) stage and development of the Company’s business;

(v) general economic conditions and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale, given prevailing market conditions.

Prior to the Company’s common stock becoming publicly traded, the expected stock price volatilities were estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company did not have sufficient history of trading its common stock.

Subsequent to the Company’s stock becoming publicly trade, the expected stock price volatilities were determined based on the volatilities implied by the price of the Company’s publicly traded call options in its common stock.

Risk-Free Interest Rate

The risk-free interest rates are based on U.S.

Treasury yields in effect at the grant date for notes with comparable terms as the awards.

Expected Life

The expected term of options granted to employees is determined using the simplified method, which allows the Company to estimate the expected life as the midpoint between the vesting period and the contractual term, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

Dividend Yield

The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

Valuation of RSUs and Restricted Stock

Prior to the Business Combination, given the absence of a public trading market, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards were approved.

These factors include, but were not limited to, (i) contemporaneous valuations of common stock performed by an independent valuation specialist;

(ii) developments in the Company’s business and stage of development;

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

Company’s operational and financial performance and condition;

(iii) issuances of preferred stock and the rights and preferences of preferred stock relative to common stock;

(iv) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company;

and (v) the lack of marketability of the Company’s common stock.

For financial reporting purposes, the Company considers the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates.

The determination includes an evaluation of whether the subsequent valuation indicates that any significant change in valuation had occurred between the previous valuation and the grant date.

Marketing Warrants

1 unchanged sentence

(“Zillow”) in connection with a partnership arrangement that allows for Zillow to purchase up to 6 million shares of common stock that will vest in tranches (each, a “Tranche”) upon Zillow providing resale marketing services to the Company.

Each Tranche will have an exercise price per share equal to the 30 -day trailing volume weighted average price per share of Opendoor Common Stock (“VWAP”) prior to the vesting date of that Tranche, subject to a $ 15 floor and $ 30 cap per share.

Each Tranche will have an exercise price per share equal to the 30 -day trailing VWAP of Opendoor common stock prior to the vesting date of that Tranche, subject to a $ 15 floor and $ 30 cap per share.

After a Tranche has vested, the Tranche can be exercised via a cash payment or a cashless exercise;

2 unchanged sentences

Zillow began providing marketing services under the partnership arrangement in March 2023.

As of December 31, 2024, no warrant shares had vested.

As of December 31, 2025, one Tranche of 300,000 shares of common stock underlying the warrant has vested, and none have been exercised.

Warrant Dividends

On November 6, 2025, the Company’s board of directors declared a distribution of Warrants to purchase shares of the Company’s common stock.

See “Note 11 — Shareholders’ Equity” for additional information regarding the Warrant Dividends.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

The following table summarizes components of loss before income taxes as follows (in millions):

13 unchanged sentences

Additionally, the Company’s foreign deferred expense or benefit was immaterial.

Effective Tax Rate

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows (in millions):

Year Ended December 31,

Federal tax benefit at statutory rate $ ( 273 ) 21.0 %

Change in valuation allowance, net 59 ( 4.5 )

Nontaxable or nondeductible items:

Deduction limitation on executive compensation 27 ( 2.1 )

Share-based compensation ( 7 ) 0.5

Loss on debt extinguishment

Income Tax Expense

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

Effective Tax Rate

The following table presents a reconciliation of the U.S.

federal statutory income tax rates to the Company’s effective income tax rate for the periods presented:

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

2024 2023 2022

Federal tax benefit at statutory rate 21.0 % 21.0 %

7 unchanged sentences

Effective tax rate ( 0.2 ) % ( 0.5 ) %

For the year ended December 31, 2025, the Company’s effective tax rate differs from the amount computed by applying the U.S.

federal statutory and state income tax rates to net loss before income tax, primarily as the result of loss on debt extinguishment, stock-based compensation, and changes in the Company’s valuation allowance.

For the years ended December 31, 2024 and 2023, the Company’s effective tax rate differs from the amount computed by applying the U.S.

2 unchanged sentences

The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million Euros.

Rules under Pillar Two were effective from January 1, 2024.

The Company does not expect adoption of Pillar Two rules to have a significant impact on its consolidated financial statements during fiscal year 2024.

Certain aspects of Pillar Two were effective January 1, 2024 and other aspects were effective January 1, 2025.

Various countries have adopted legislation and other countries are in the process of introducing legislation to implement Pillar Two.

Pillar Two did not have a material impact on the Company’s consolidated financial position or results of operations.

OPENDOOR TECHNOLOGIES INC.

42 unchanged sentences

ownership changes resulted in a material limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law.

The Act includes significant changes to the U.S.

tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property.

The Company has evaluated the impact of the Act on its consolidated financial statements, including the effects on its deferred tax assets and liabilities and has not identified any material impact on its Annual Report on Form 10-K for the calendar year ended December 31, 2025.

The Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, effective January 1, 2025.

The amendments were applied prospectively and did not have a material impact on the Company’s consolidated financial statements.

Unrecognized Tax Benefits

7 unchanged sentences

There would be an impact of $ 23 million to the effective tax rate if adjustments are made after the valuation allowance is released.

The Company does not anticipate any significant change in its uncertain tax positions within 12 months of this reporting date.

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets.

7 unchanged sentences

If these foreign earnings were to be repatriated in the future, the related U.S.

tax liability will be immaterial, due to the participation exemption put in place under the Tax Act.

tax liability will be immaterial, due to the participation exemption put in place under the Tax Cuts and Jobs Act of 2017.

The amount of cash income taxes paid by the Company during the year ended December 31, 2025 was immaterial .

NET LOSS PER SHARE

2 unchanged sentences

During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive.

No dividends were declared or paid for the years ended December 31, 2024, 2023, or 2022.

The Company uses the two-class method to calculate net loss per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share.

Undistributed earnings for each period are allocated to participating securities, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed.

As there is no contractual obligation for participating securities to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses.

No dividends, including preferred dividends, were declared, paid, or accumulated for the years ended December 31, 2025, 2024, or 2023.

The Company uses the two-class method to calculate net loss per share and applies the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share.

Undistributed earnings for each period are allocated to participating securities, based on the contractual participation rights of the security to share in the current

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

earnings as if all current period earnings had been distributed.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the years ended December 31, 2025, 2024, and 2023 (in millions, except share amounts which are presented in thousands, and per share amounts):

6 unchanged sentences

There were no preferred dividends declared or accumulated for the period.

For the years ended December 31, 2024, 2023, and 2022, 54,665 thousand shares, 70,708 thousand shares, and 67,126 thousand shares, respectively were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):

Year Ended December 31,

2025 2024 2023

Market condition RSUs

Common stock warrants

RSUs 32,698 45,247 60,896

Convertible Senior Notes

Options 3,327 7,233 7,820

Employee Stock Purchase Plan 794 2,185 1,992

Total anti-dilutive securities 263,925 54,665 70,708

DECONSOLIDATION

5 unchanged sentences

GAAP because it does not represent a strategic shift that will have a major effect on the Company’s operations or financial results.

Upon Deconsolidation, the Company recognized a $ 14 million gain in Other income (loss) – net in the consolidated statement of operations for the year ended December 31, 2024, which represented the fair value of the Company’s retained interest in Mainstay less the carrying value of Mainstay’s net assets and the Company’s liabilities due to Mainstay as of July 31, 2024.

The Company’s retained interest in Mainstay as of July 31, 2024 was recognized as a non-marketable equity security investment under ASC 321, Investment – Equity Securities.

As of December 31, 2024, the retained interest in Mainstay was $ 39 million, which is presented in Other assets in the consolidated balance sheets.

Upon Deconsolidation, the Company recognized a $ 14 million gain in Other income – net in the consolidated statement of operations for the year ended December 31, 2024, which represented the fair value of the Company’s retained interest in Mainstay less the carrying value of Mainstay’s net assets and the Company’s liabilities due to Mainstay as of July 31, 2024.

The Company’s retained interest in Mainstay as of July 31, 2024 of $ 39 million was recognized as a non-marketable equity security investment under ASC 321, Investment – Equity Securities.

The investment is measured at fair value on a non-recurring basis, with the fair value initially determined as of the transaction date.

There have been no indicators of impairment or other observable price changes since that date.

The fair value on the transaction date was calculated using the option pricing method utilizing a back-solve methodology to infer the total equity value based on the pricing of the Private Investment.

See “Part II – Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1.

The fair value on the transaction date was calculated using the option pricing

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

method utilizing a back-solve methodology to infer the total equity value based on the pricing of the Private Investment.

Description of Business and Accounting Policies – Investments.”

1 unchanged sentence

RELATED PARTIES

On September 10, 2025, the board of directors appointed Keith Rabois, Managing Director at Khosla Ventures and the Company’s co-founder as a Class I director of the Company and Eric Wu, the Company’s co-founder and former Chief Executive Officer and Chairman of the Board, as a Class III director of the Company, effective immediately.

Concurrently with the election of directors, the Company entered into stock purchase agreements with Khosla Ventures Opportunity III, LP, Eric Wu, and a certain other purchaser.

Pursuant to the terms of these respective purchase agreements, Khosla Ventures Opportunity III, LP purchased 5,263,158 shares of the Company’s common stock for an aggregate investment of $ 35 million in a PIPE offering, Eric Wu agreed to purchase 751,879 shares of common stock for an aggregate investment of $ 5 million in a PIPE offering, and a certain other purchaser agreed to purchase 150,375 shares of common stock for an aggregate investment of $ 1 million in a PIPE offering.

In connection with the PIPE offerings, the Company issued an aggregate of 6,165,412 shares of common stock for aggregate gross cash proceeds of approximately $ 41 million.

The shares were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, and were not registered under the Securities Act of 1933.

As of December 31, 2025, the retained interest in Mainstay was $ 48 million, which is presented in Other assets in the consolidated balance sheets.

As of December 31, 2025, there have been no indicators of impairment or other observable price changes.

As a result of the Company’s continued investment in Mainstay, transactions between the Company and Mainstay subsequent to the Deconsolidation are considered to be related-party transactions.

Prior to the Deconsolidation, transactions between Mainstay and Opendoor were eliminated upon consolidation.

In connection with the Deconsolidation, the Company entered into a contractual agreement to provide Mainstay with certain transition administrative services for a limited period of time (“Transition Services”) and to fulfill certain funding obligations to be paid in the form of Mainstay Series A Preferred Stock at the original Series A Preferred Stock issuance price.

Transition Services provided for the years ended December 31, 2025 and 2024 were $ 2 million and immaterial , respectively.

In September 2025, the Company received $ 9 million of Series A Preferred Stock as consideration for the Transition Services and related funding requirements.

The Company continued to fund bonuses for certain Mainstay employees, other than Mainstay Management, through November 2025.

Amounts paid during the year ended December 31, 2025 and 2024 were $ 6 million and immaterial , respectively.

Additionally, Mainstay provides property tax compliance services (“Property Tax Services”) and brokerage services (“Brokerage Services”) to the Company in the normal course of business, which were less than $ 1 million for the years ended December 31, 2025 and 2024.

Subsequent to the Deconsolidation, the Company has no compensation arrangements with the management of Mainstay who are responsible for directing the activities that most significantly impact the economics of Mainstay (“Mainstay Management”).

As of the Deconsolidation, outstanding Opendoor RSUs held by Mainstay employees, other than Mainstay Management, were modified so that the service-based vesting requirement will be satisfied as long as the Mainstay employee continues to provide services to Mainstay (“Post Deconsolidation RSUs”).

For the years ended December 31, 2025 and 2024, subsequent to Deconsolidation, 771,383 and 932,163 shares of common stock were issued to Mainstay employees for the settlement of RSUs, net of shares withheld for participant taxes.

As of December 31, 2025, 43,110 RSUs remained unvested and outstanding.

In April 2025, the Company entered into an agreement with Mainstay to create Mainstay National Title LLC, which provides title and escrow services to institutional customers.

The Company has a 25 % interest in and provides certain services to Mainstay National Title LLC.

The initial investment is recognized as an equity method investment under ASC 323, Investments – Equity Method and Joint Ventures.

As of December 31, 2025 the carrying value of the equity method investment was $ 1 million and is presented in Other assets on the consolidated balance sheets.

During the year ended December 31, 2025,

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

Subsequent to the Deconsolidation:

• Mainstay provides property tax compliance services (“Property Tax Services”) and brokerage services (“Brokerage Services”) to the Company in the normal course of business, which were nominal for the year ended December 31, 2024.

• The Company is providing certain transition administrative services for a limited period of time to Mainstay (“Transition Services”) which are being paid on a quarterly basis in arrears, in the form of Mainstay Series A Preferred Stock at the original Series A Preferred Stock issuance price.

Services provided for the year ended December 31, 2024 were immaterial .

• The Company has no compensation arrangements with the management of Mainstay who are responsible for directing the activities that most significantly impact the economics of Mainstay (“Mainstay Management”).

For the year ended December 31, 2024 subsequent to Deconsolidation, 932,163 shares of common stock were issued to Mainstay employees for the settlement of RSUs, net of shares withheld for participant taxes.

As of December 31, 2024, 860,410 RSUs remained unvested and outstanding.

• The Company is continuing to pay for the bonuses of certain Mainstay employees, other than Mainstay Management, through November 2025 (“Post Deconsolidation Bonuses”).

Amounts paid during, and due as of, the year ended December 31, 2024 were immaterial .

the Company recognized revenue of $ 9 million presented within the consolidated statement of operations related to services provided to Mainstay National Title LLC.

SEGMENT INFORMATION

5 unchanged sentences

The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

The table below highlights the Company’s reportable segment’s expenses and net loss for the years ended December 31, 2025, 2024, and 2023 (in millions):

13 unchanged sentences

( 142 ) ( 209 ) ( 259 )

CEO make-whole provision (6)

Stock-based compensation ( 56 ) ( 114 ) ( 126 )

Stock-based compensation for market conditions RSUs

Interest expense ( 131 ) ( 133 ) ( 211 )

5 unchanged sentences

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

(2) Represents holding costs incurred both in the period presented and in prior periods on homes sold in the period presented (“Resale Cohort Holding Costs.”) Holding costs include mainly property taxes, insurance, utilities, homeowners association dues, cleaning and maintenance costs.

Holding costs are included in Sales, marketing and operations on the Consolidated Statements of Operations in the period in which they are incurred (“GAAP Holding Costs.”)

(2) Represents holding costs incurred both in the period presented and in prior periods on homes sold in the period presented (“Resale Cohort Holding Costs”).

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

Holding costs are included in Sales, marketing and operations in the period in which they are incurred (“GAAP Holding Costs”).

(3) Advertising expenses are included in Sales, marketing and operations.

4 unchanged sentences

These expenses generally include costs related to salaries and benefits for our leadership, finance, technology, human resources, legal, marketing and administrative personnel, as well as third-party professional services fees, rent expense and third-party software.

(6) Other segment (expenses) income are primarily made up of (loss) gain on extinguishment of debt, depreciation and amortization, and goodwill impairment.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

(6) 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.

(7) Other segment income (expenses) are primarily made up of (loss) gain on extinguishment of debt, depreciation and amortization, gain on deconsolidation, net, restructuring and amortization of stock-based compensation capitalized to internally developed software.

This also includes the elimination of holding costs incurred in prior periods on homes sold in the periods presented, and includes holding costs incurred in the current period on homes remaining in inventory at period end.

6 unchanged sentences

Accruals are recorded when the outcome is probable and can be reasonably estimated.

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures.

9 unchanged sentences

2:22-CV-01717-MTL).

The consolidated amended complaint names as defendants the Company, Social Capital Hedosophia Holdings Corp.

II (“SCH”), certain of the Company’s current and former officers and directors and the underwriters of a securities offering the Company made in February 2021.

The complaint alleges that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, SCH, certain officers and directors and the underwriters violated Section 11 of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm.

The plaintiffs also allege that certain defendants violated Section 20(a) of the Exchange Act and Section 15 of the Securities Act, respectively, which provide for control person liability.

The complaint asserts claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and November 3, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offering conducted by the Company in February 2021.

The plaintiffs seek class certification, an award of unspecified compensatory damages, an award of interest and reasonable costs and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.

The consolidated amended complaint named as defendants the Company, SCH, certain of the Company’s current and former officers and directors and the underwriters of a securities offering the Company made in February 2021.

The complaint alleged that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, SCH, certain officers and directors and the underwriters violated Section 11 of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm.

The plaintiffs also alleged that certain defendants violated Section 20(a) of the Exchange Act and Section 15 of the Securities Act, respectively, which provide for control person liability.

The complaint asserted claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and November 3, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offering conducted by the Company in February 2021.

The defendants filed motions to dismiss on June 30, 2023, which the court granted on February 27, 2024 without prejudice.

1 unchanged sentence

The court’s orders on the motion to dismiss and motion for reconsideration dismissed all Exchange Act claims and Securities Act claims except for a portion of plaintiffs’ claims brought under Section 11 and Section 15 of the Securities Act.

Defendants filed answers to the complaint on July 12, 2024.

The plaintiffs and the defendant participated in a mediation in February 2025 following which the Company proposed a settlement offer to resolve all claims in the consolidated action on a class-wide basis, which is within the limits of insurance coverage.

Accordingly, pursuant to applicable accounting requirements, the Company has recorded a liability reflecting the proposed settlement amount.

If the offer is not accepted, or a settlement cannot be reached or if a proposed settlement is not approved by the court, the Company intends to vigorously defend itself in the matter.

The plaintiffs and the defendant participated in a mediation in February 2025.

On March 26, 2025, the Company reached an agreement in principle with the plaintiffs to resolve all claims against all defendants in the consolidated action on a class-wide basis for an amount within the limits of insurance coverage.

The Company recorded a liability reflecting the proposed settlement amount and a corresponding asset reflecting estimated insurance recoveries.

On June 13, 2025, the Company executed a Stipulation and Agreement of Settlement memorializing the terms and conditions of the settlement.

The same day, the plaintiffs filed a motion with the court for preliminary approval of the settlement.

On October 21, 2025, the court granted

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

the preliminary approval motion and scheduled a final settlement approval hearing for January 6, 2026.

On January 6, 2026, the Court issued an order providing final approval for the settlement and entered final judgment dismissing all claims with prejudice.

On March 1, 2023, and March 15, 2023, shareholder derivative lawsuits were filed in the United States District Court for the District of Arizona, captioned Carlson v.

5 unchanged sentences

2023-0642) and Van Dorn v.

The cases have been consolidated into a single action, captioned Opendoor Technologies Inc.

The cases were consolidated into a single action, captioned Opendoor Technologies Inc.

Stockholder Derivative Litigation (Case No.

The consolidated derivative action has been stayed pending further developments in In re Opendoor Technologies Inc.

Securities Litigation .

On June 29, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Juul v.

1:23-cv-00705-UNA).

The complaints in each matter are based on the same facts and circumstances as In re Opendoor Technologies Inc.

Securities Litigation and name certain officers and directors of the Company as defendants.

The defendants are alleged to have violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 and breached fiduciary duties.

The plaintiffs seek to maintain the derivative actions on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform its corporate governance and internal procedures, restitutionary relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.

This derivative action has been stayed pending further developments in In re Opendoor Technologies Inc.

Securities Litigation .

On October 13, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Woods, et al.

1 unchanged sentence

1:23-cv-01158-UNA).

The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc.

Securities Litigation .

The plaintiffs have brought claims against certain current and former directors and officers of the Company for breach of fiduciary duty, contribution under Sections 10(b)

OPENDOOR TECHNOLOGIES INC.

Notes to Consolidated Financial Statements

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

and 21D of the Exchange Act, SEC Rule 10b-5, violations of Section 14(a) of the Exchange Act, and SEC Rule 14a-9 promulgated thereunder.

The plaintiffs seek to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing one of the defendants to disgorge monies allegedly obtained from certain personal sales of Company stock, equitable relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.

This derivative action has been stayed pending further developments in In re Opendoor Technologies Inc.

Securities Litigation .

On October 18, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Arizona, captioned Gera v.

1 unchanged sentence

2:23-cv-02164-SMB).

The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc.

Securities Litigation , and names as defendants certain current and former officers and directors of the Company and SCH Sponsor II LLC.

The complaint alleges that the defendants violated Section 14(a) of the Exchange Act, and SEC Rule 14a-9 promulgated thereunder.

The plaintiff seeks to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform certain corporate governance and internal procedures, restitution, an award of cost and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.

The defendants filed motions to dismiss on February 8, 2024, which were granted without prejudice on August 14, 2024, and the plaintiff filed an amended complaint on September 12, 2024.

On October 28, 2024, the defendants filed motions to dismiss the complaint, which are pending before the court.

A global mediation of all pending shareholder derivative lawsuits based on the same facts and circumstances as In re Opendoor Technologies Inc.

Securities Litigation was held on February 7, 2025.

The complaints in each of the derivative actions that were filed were based on facts and circumstances related to In re Opendoor Technologies Inc.

Securities Litigation .

The plaintiffs brought claims against certain current and former directors and officers of the Company for breach of fiduciary duty and alleged violations of the Exchange Act, including Section 10(b) and Rule 10b-5 and Section 14(a) and Rule 14a-9.

A global mediation of all of these shareholder derivative lawsuits was held on February 7, 2025.

The parties agreed in principle that Opendoor would adopt certain corporate governance reforms as part of a potential global resolution of the shareholder derivative lawsuits and in exchange for a full release of claims.

The Company expects that the payment of any court-approved attorneys’ fees and costs would be funded by proceeds from applicable insurance policies.

If the settlement is not consummated or approved by the relevant courts, the Company and its officers and directors intend to vigorously defend themselves in the litigation.

On June 27, 2025, the Company executed a Stipulation of Settlement memorializing the terms and conditions of the settlement.

The same day, the plaintiff in the Gera action filed a motion with the court for preliminary approval of the settlement.

The payment of any court-approved attorneys’ fees and costs was to be funded by proceeds from applicable insurance policies.

The Company recorded a liability reflecting the proposed settlement amount and a corresponding asset reflecting estimated insurance recoveries.

On September 11, 2025, the court issued an order granting preliminary approval of the settlement.

On November 25, 2025, the Court issued an order providing final approval for the settlement and a release of all claims against all defendants, and entered final judgment dismissing all claims in the Gera action with prejudice.

Stipulations of dismissal were subsequently filed in each of the other derivative actions pending in Delaware state and federal court.

RESTRUCTURING

During the years ended December 31, 2024, 2023, and 2022 the Company initiated workforce reductions to align its capacity with volume expectations, streamline the organization and focus its investments to support its growth plans.

These actions were undertaken to optimize costs while preserving the flexibility needed to support future scaling of the business.

On November 7, 2024, the Company announced a workforce reduction of approximately 300 employees, representing 17 % of its workforce at that time as part of a reorganization aimed at prioritizing strategic growth and driving long-term efficiencies (“2024 Restructuring”).

The Company is providing post-employment benefits to impacted employees for a total cash cost of approximately $ 10 million.

In addition to the workforce reduction, the Company incurred $ 3 million of costs related to the early termination of certain leases, and incurred $ 4 million in expenses associated with other activities related to the Company’s cost reduction efforts.

Payments related to the 2024 Restructuring began in December 2024 and are expected to continue into 2025.

Restructuring costs for ongoing employee benefit arrangements, inclusive of statutory requirements, are recognized in accordance with ASC 712, Compensation - Non-retirement Post-employment Benefits when it becomes probable that an obligation has been incurred and the amount can be reasonably estimated.

If applicable, the Company recognizes restructuring costs over the terminated employees’ remaining service period.

The liabilities for restructuring costs are recognized in Accounts payable and other accrued liabilities on the consolidated balance sheets.

In 2023, the Company initiated workforce reductions, impacting approximately 680 employees.

The Company provided severance and other termination benefits (“Post-Employment Benefits”) to impacted employees for a total expense of approximately $ 14 million.

Payments related to this workforce reduction were substantially completed as of December 31, 2023.

In November 2022, the Company initiated a workforce reduction of 550 employees, which included:

(i) reducing the Company’s headcount by 18 % and (ii) winding down of our mortgage lending and brokerage services.

The Company provided Post-Employment Benefits to impacted employees and incurred costs to wind down mortgage services for a total expense of $ 17 million.

The Company provided post-employment benefits to impacted employees for a total expense of approximately $ 14 million.

Payments related to this workforce reduction were substantially completed as of December 31, 2023.

The following table presents the activity of the restructuring liability (in millions).

As of December 31, 2024, the remaining $ 7 million in restructuring costs, presented within the Restructuring costs line in the consolidated statements of operations, is included within Accounts payable and other accrued expenses in the consolidated balance sheets.

In 2024, the Company began a series of cost-reduction and organizational streamlining efforts (the “Transformation Initiatives”).

On November 7, 2024, the Company announced a workforce reduction of approximately 300 employees as part of a reorganization aimed at prioritizing strategic growth and driving long-term efficiencies.

The Company provided post-employment benefits to impacted employees for a total cash cost of approximately $ 10 million.

In addition to the workforce reduction, during the year ended December 31, 2024, the Company incurred $ 3 million of costs related to the early termination of certain leases, and incurred $ 4 million in expenses associated with other activities related to the Company’s cost reduction efforts.

Payments related to the Transformation Initiatives began in December 2024 and were substantially completed as of December 31, 2025.

In 2025, the Company incurred restructuring costs in connection with the Transformation Initiatives including workforce reductions affecting approximately 125 employees.

These actions resulted in $ 6 million of expenses from post-employment benefits and other cost reduction efforts.

In addition to the workforce reduction, the Company incurred $ 4 million of costs

OPENDOOR TECHNOLOGIES INC.

1 unchanged sentence

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

related to the early termination of certain leases.

Payments related to the Transformation Initiatives were substantially completed as of December 31, 2025.

The following table presents the activity of the restructuring liability (in millions):

Balance-December 31, 2022 $ 4

8 unchanged sentences

Balance-December 31, 2025 $ 1

________________

(1) Inclusive of $ 1 million in non-cash activity associated with lease termination costs.

SUBSEQUENT EVENTS

Subsequent to the balance sheet date but prior to the issuance of these financial statements, the Company entered into amendments to certain of its non-recourse asset-backed debt agreements that, among other updates, extended the final maturity dates of such agreements by approximately 1 to 3 years.

As a result of the amendments to these existing non-recourse asset-backed debt agreements, the Company has an aggregate borrowing capacity of $ 8.0 billion and fully committed borrowing capacity of $ 2.3 billion.

The Company has evaluated the impact of events that have occurred subsequent to December 31, 2025, through the date the consolidated financial statements were filed with the SEC.

Based on this evaluation, other than as recorded or disclosed within these consolidated financial statements and related notes, the Company has determined that there are no material subsequent events that would require recognition or disclosure.

OPENDOOR TECHNOLOGIES INC.

12 unchanged sentences

Accounts payable and other accrued liabilities

Convertible senior notes - current portion

Total current liabilities 235 23

Convertible senior notes 378 376

Convertible senior notes - net of current portion

Total liabilities 235 401

20 unchanged sentences

Loss from operations ( 7 ) ( 14 ) ( 8 )

Gain on extinguishment of debt

(Loss) gain on extinguishment of debt

( 923 ) — 225

Interest expense ( 17 ) ( 3 ) ( 5 )

16 unchanged sentences

Depreciation and amortization, net of accretion 5 2 3

Gain on early extinguishment of debt

Loss (gain) on early extinguishment of debt

923 — ( 225 )

Interest payable — — ( 1 )

Other — 2 ( 2 )

Changes in operating assets and liabilities:

5 unchanged sentences

Distribution from subsidiary 1,223 11 370

Net cash provided by investing activities

Net cash (used in) provided by investing activities

( 292 ) 6 366

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible senior notes, net of discount

Repurchase of convertible senior notes

( 1,176 ) — ( 362 )

Settlement of Capped Calls related to convertible senior notes

1 unchanged sentence

Proceeds from issuance of common stock for ESPP 2 5 2

Proceeds from PIPE offering

Proceeds from the issuance of common stock under at-the-market offering, net

Issuance of common stock in connection with the repurchase of convertible notes

Payment of loan origination fees and debt issuance costs

Payment for early extinguishment of debt

Other financing activity

Net cash provided by (used in) financing activities

315 7 ( 357 )

NET INCREASE IN CASH AND CASH EQUIVALENTS — — —

2 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest $ 12 $ 1 $ 3

DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

Principal value of 2026 Notes extinguished in Debt Exchange

$ ( 246 ) $ — $ —

Principal value of 2030 Notes issued in Debt Exchange

$ 246 $ — $ —

See accompanying note to condensed financial statements.

9 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 8. Financial Statements and Supplementary Data