What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-27 · 106 added, 84 removed, 202 unchanged (48% of the section changed)

41 unchanged sentences

Other Information.

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Director Departures

On February 26, 2025, Cipora Herman provided a written notice to the Company of her intent to resign from the Board, and all committees thereof, as applicable, effective as of February 28, 2025.

Also on February 26, 2025, John Rice provided a written notice to the Company of his intent to retire from the Board at the end of his current term.

Rice will not stand for re-election at the 2025 annual meeting of stockholders (the “Annual Meeting”), and will continue to serve as a member of the Board, Lead Independent Director, and a member of the Nominating and Corporate Governance Committee of the Board until the Annual Meeting.

Herman’s resignation and Mr.

Rice’s decision not to stand for re-election were not due to any disagreement with the Company, its management, or other members of the Board.

The Board has also reduced its size from nine to eight directors, effective February 28, 2025, and further reduced its size from eight to seven directors, effective at the conclusion of the Annual Meeting.

(b) Securities Trading Arrangements of Directors and Executive Officers

Rule 10b5-1 Trading Plans

The following table describes contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended December 31, 2025.

Trading Arrangement

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Maximum Shares to be Sold

Expiration Date

Shrisha Radhakrishna ( Chief Technology & Product Officer and former President ) (3)

2,861,250 (4)

______________

(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c)

(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(3) As of December 10, 2025, Mr.

Radhakrishna is no longer an officer as defined in Rule 16a-1.

(4) At the time of adoption, the maximum number of shares that could be sold was unknown.

The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 2,826,250 shares of common stock subject to RSUs previously granted to Mr.

Radhakrishna that will vest or vested at various dates between November 15, 2025 and November 15, 2026, 35,000 shares held directly by Mr.

Radhakrishna, as well as an unknown number of shares to be purchased in the future pursuant to the Company’s Employee Stock Purchase Plan.

The aggregate number of Mr.

Radhakrishna’s RSU shares that will be available for sale under the plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.

Rule 10b5-1 Sell to Cover Instruction Letter

On November 11, 2025, Ms.

Christina Schwartz, our Chief Financial Officer and former interim Chief Financial Officer, entered into a 10b5-1 Instruction Letter (the “Instructions”) with respect to all RSUs granted or to be granted to her under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.

The Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c).

The aggregate number of shares to be sold under the Instructions is not determinable and there is no set expiration date for the Instructions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

5 unchanged sentences

Principal Employment

Carrie Wheeler

43 Chief Executive Officer & Director

53 Chief Financial Officer

Sydney Schaub

44 Chief Legal Officer

Christy Schwartz

47 Chief Financial Officer Same

Lucas Matheson

Giang Nguyen (LeGrice)

44 Chief Operating Officer

Managing Director of Khosla Ventures

55 Lead Independent Director

President of LEN X , LLC

Co-Managing Partner, 01 Advisors

Former President of Fannie Mae

President of LEN X , LLC

Dana Hamilton

Co-founder and President of Ameriton LLC

Cipora Herman

Former Chief Financial Officer of LA28

Managing Director, Access Technology Ventures

John Rice 58 Lead Independent Director

Chief Executive Officer of Management Leadership for Tomorrow

Glenn Solomon

Managing Partner, Notable Capital

Former Head of Real Estate of Pretium Partners LLC

Co-founder and Co-CEO of NavigateAI

In December 2025, our headquarters moved from 410 N.

Scottsdale Road, Suite 1000, Tempe, AZ 85288 to 1295 West Washington Street, Suite 115, Tempe, AZ 85288.

Any communications from stockholders, including recommendations of nominees to the Company’s board of directors, should be sent to our new headquarters at 1295 West Washington Street, Suite 115, Tempe, AZ 85288.

Other information required by this item will be included in our definitive proxy statement for our 2026 annual meeting of stockholders to be filed by us with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 (the “Proxy Statement”) and is incorporated herein by reference.

10 unchanged sentences

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

OPENDOOR TECHNOLOGIES INC.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

OPENDOOR TECHNOLOGIES INC.

Certain Relationships and Related Transactions, and Director Independence.

18 unchanged sentences

Exhibit Filing Date Filed Herewith

2.1 Agreement and Plan of Merger, dated as of September 15, 2020, by and among Social Capital Hedosophia Corp.

II, Hestia Merger Sub Inc.

and Opendoor Labs Inc.

8-K 001-39253

2.1 09/17/2020

3.1 Certificate of Incorporation of Opendoor Technologies Inc.

4 unchanged sentences

S-4/A 333-249302 4.5 11/06/2020

4.2 Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp.

and Continental Stock Transfer & Trust Company, as warrant agent

8-K 001-39253 4.1 04/30/2020

4.3 Amendment to Warrant Agreement, dated March 22, 2021, between Opendoor Technologies Inc.

and American Stock Transfer & Trust Company, LLC, as warrant agent

10-Q 001-39253

4.3 05/12/2021

Warrant to Purchase Shares of Common Stock of Opendoor Technologies Inc., dated July 28, 2022, to Zillow, Inc.

4 unchanged sentences

4.1 08/24/2021

Indenture, dated as of May 16, 2025, between Opendoor Technologies Inc.

Bank Trust Company, National Association, as Trustee.

4.1 05/19/2025

Form of 7.000% Convertible Senior Notes due 2030 .

Exhibit A to 4.1

Warrant Agreement (including Form of Warrant), dated November 21, 2025, by and between the Company and Equiniti Trust Company, LLC, as Warrant Agent.

001-39253 4.1

Description of Securities

10.1 Sponsor Support Agreement, dated September 15, 2020, by and among SCH Sponsor II LLC, the Company, each officer and director of the Registrant and Opendoor Labs Inc.

8-K/A 001-39253 10.2 09/17/2020

10.2 Opendoor Holders Support Agreement, dated September 15, 2020, by and among the Company , Opendoor Labs Inc.

and certain stockholders of Opendoor Labs Inc.

8-K/A 001-39253 10.3 09/17/2020

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

10.3 Form of Subscription Agreement, by and between Opendoor Labs Inc.

and the undersigned subscriber party thereto

8-K/A 001-39253 10.1 09/17/2020

Amended and Restated Registration Rights Agreement, dated December 18, 2020, by and among the Company, SCH Sponsor II LLC, certain former stockholders of Opendoor Labs Inc., Cipora Herman, David Spillane and ChaChaCha SPAC B, LLC, Hedosophia Group Limited and 010118 Management, L.P.

8-K 001-39253 10.14 12/18/2020

10.5 Convertible Notes Exchange Agreement, dated as of September 14, 2020, by and among Opendoor Labs Inc.

and the holders party thereto

S-4 333-249302 10.5 10/05/2020

# Form of Indemnification Agreement

3 unchanged sentences

S-4 333-249302 10.18 10/05/2020

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

# Form of Notice of Restricted Stock Unit Grant and RSU Terms and Conditions Under 2014 Stock Plan

12 unchanged sentences

# Opendoor Technologies Inc.

2020 Employee Stock Purchase Plan

8-K 001-39253 10.4 12/18/2020

10.15 # Opendoor Technologies Inc.

Amended and Restated 2020 Employee Stock Purchase Plan (effective as of February 8, 2023)

10 unchanged sentences

Non-Employee Director Compensation Policy

001-39253 10.1

# Opendoor Technologies Inc.

4 unchanged sentences

10-Q 001-39253 10.3 05/05/2022

Sales Agreement, dated May 2, 2024, by and among Opendoor Technologies Inc., Barclays Capital Inc.

and Virtu Americas LLC

S-3ASR 333-279080 1.2

# Opendoor Technologies Inc.

1 unchanged sentence

S-8 333-266877 99.1 08/15/2022

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

# Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement Under 2022 Inducement Award Plan

8 unchanged sentences

Offer Letter Agreement dated as of July 10, 2022, by and between Opendoor Labs Inc.

and Christina Schwartz

001-39253 10.1

Offer Letter Agreement dated as of July 10, 2022, by and between Opendoor Labs Inc.

and Sydney Schaub

001-39253 10.2

Offer Letter Agreement dated as of March 10, 2015, by and between Opendoor Labs Inc.

and Megan Meyer

001-39253 10.1

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (India) Under 2022 Inducement Award Plan

2 unchanged sentences

001-39253 10.32

T ransition Agreement, dated as of September 30, 2024, by and between Opendoor Technologies Inc ., Opendoor Labs Inc.

and Christina Schwartz

Form of Director Offer Letter

001-39253 10.34

F orm of Director Offer Letter

I nsider Trading and Trading Window Policy

Form of Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement under 2020 Incentive Plan (2025)

001-39253 10.2

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Global Addendum)

001-39253 10.3

Form of Exchange and Subscription Agreement for 7.000% Convertible Senior Notes due 2030 of Opendoor Technologies Inc.

001-39253 10.1

Offer Letter Agreement, dated as of September 10, 2024, by and between Opendoor Labs Inc.

and Shrisha Radhakrishna

001-39253 10.1

Amendment of Offer Letter Agreement, dated as of August 26, 2025, by and between Opendoor Labs Inc.

and Shrisha Radhakrishna

001-39253 10.2

Offer Letter Agreement, dated as of September 10, 2025, by and between Opendoor Labs Inc.

and Kaz Nejatian

001-39253 10.3

Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement by and between Opendoor Technologies Inc.

and Kaz Nejatian

001-39253 E xhibit A to 10.

Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (First Sign-On PSU Award) by and between Opendoor Technologies Inc.

and Kaz Nejatian

333-290224 4.4

Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Second Sign-On PSU Award) by and between Opendoor Technologies Inc.

and Kaz Nejatian

333-290224 4.5

Offer Letter Agreement, dated as of September 18, 2025, by and between Opendoor Labs Inc.

and Christy Schwartz

001-39253 10.7

Advisory Agreement, dated as of August 15, 2025, by and between Opendoor Technologies Inc.

and Carrie Wheeler

001-39253 10.8

F orm of Share Purchase A greement, dated November 6, 2025, by and between Opendoor Technologies Inc.

and the Purchasers listed on Schedule A thereto .

001-39253 10.1

O ffer Letter Agreement, dated as of S eptember 23, 2025 by a nd b etween Opendoor Labs Inc.

and Giang Nguyen .

Offer Letter Agreement, dated as of December 12, 2025 by and between Opendoor Operations Canada Inc.

and Lucas Matheson.

O ffe r Letter Agreement, dated as of December 12, 2025 by and between Opendoor Labs Inc.

and Christy Schwartz.

O ffer Letter Agreement, dated as of December 22, 2025 by and between Opendoor Labs Inc.

and Giang Nguyen.

Insider Trading and Trading Window Policy

21.1 List of subsidiaries of Opendoor Technologies Inc.

2 unchanged sentences

31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

OPENDOOR TECHNOLOGIES INC.

Description Form File No.

Exhibit Filing Date Filed Herewith

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) *

OPENDOOR TECHNOLOGIES INC.

________________

6 unchanged sentences

OPENDOOR TECHNOLOGIES INC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OPENDOOR TECHNOLOGIES INC.

February 19, 2026 By:

/s/ Carrie Wheeler

Carrie Wheeler

/s/ Kaz Nejatian

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Carrie Wheeler

/s/ Kaz Nejatian

Chief Executive Officer and Director

1 unchanged sentence

February 19, 2026

Carrie Wheeler

/s/ Selim Freiha

/s/ Christy Schwartz

Chief Financial Officer

1 unchanged sentence

February 19, 2026

Christy Schwartz

/s/ Adam Bain

7 unchanged sentences

Dana Hamilton

/s/ Cipora Herman

Director February 27, 2025

Cipora Herman

/s/ Pueo Keffer

Director February 27, 2025

/s/ John Rice

/s/ Keith Rabois

Director February 19, 2026

/s/ Glenn Solomon

Director February 19, 2026

Glenn Solomon

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 9A. Controls and Procedures