Opendoor Technologies Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information for Common Stock and Warrants Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OPEN.” Our Series K, Series A, and Series Z warrants have been listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbols “OPENW,” “OPENL,” and “OPENZ,” respectively. Holders of Record As of February 12, 2026, there were approximately 49 holders of record of our common stock (“OPEN”), and 38, 38, and 38 holders of record of our “OPENW,” “OPENL,” and “OPENZ,” warrants to purchase common stock, respectively. Dividend Policy We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund the development and growth of our business, and therefore do not expect to pay any cash dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our Board, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our Board may deem relevant. Warrant Dividends On November 6, 2025, our Board of Directors declared a special dividend in the form of warrants to the holders of our common stock (the “Warrants”), as of the close of business on November 18, 2025 (the “Record Date”) (the “Warrant Dividends”). Each holder or record of common stock on the Record Date received a series of three warrants for every 30 shares of common stock held, rounded down to the nearest whole number. The Warrants are listed on Nasdaq and commenced trading on November 24, 2025. The number of shares of common stock issuable upon exercise of the Warrants is subject to customary anti-dilution adjustments. Stockholders paid no consideration for the receipt of these Warrants, and the Warrant Dividends did not involve the payment of cash. For a discussion of our overall dividend policy, see “Dividend Policy” above. 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 of the Company’s 2026 Notes was adjusted in accordance with the terms of the governing indenture for such notes. 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. The Warrant Dividends and related transactions, including (i) the principal terms of the warrants issued to our common stockholders and (ii) the impact of the Warrant Dividends on our Convertible Senior Notes and on shareholders’ equity, are described in more detail in “ Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5 — Credit Facilities, Long‑Term Debt, and Convertible Notes ” and “ Note 11 — Shareholders’ Equity ” to our consolidated financial statements included in this Annual Report on Form 10‑K. Sales of Unregistered Equity Securities Other than as disclosed in our Current Reports on Form 8-K dated May 19, 2025 and September 11, 2025, none. Issuer Purchases of Equity Securities None. 49 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Performance Graph The stock performance graph set forth below shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act. The information contained in the graph is based on historical data and is not intended to forecast possible future performance. The following graph compares our cumulative total shareholder return on the Company’s common stock with the Nasdaq Real Estate and Other Financial Services Index and the Russell 2000 Index. This graph covers the period from December 31, 2020 through December 31, 2025 for the Company’s common stock. This graph assumes that the value of the investment in the Company’s common stock and each index (including reinvestment of dividends) was $100 on December 31, 2020. Item 6. [Reserved] 50 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Tabular amounts in millions, except share and per share data and ratios, or as noted)