Opendoor Technologies Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 74 Consolidated Balance Sheets 76 Consolidated Statements of Operations 77 Consolidated Statements of Comprehensive Loss 78 Consolidated Statements of Changes in Shareholders’ Equity 79 Consolidated Statements of Cash Flows 80 Notes to Consolidated Financial Statements 82 SCHEDULE I Page Condensed Financial Information of Opendoor Technologies Inc. (Parent Company Only) 118 73 TABLE OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Opendoor Technologies Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Opendoor Technologies Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and Schedule I listed in the Index at Item 8 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 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. Real Estate Inventory, Net – Refer to Notes 1 and 2 to the financial statements Critical Audit Matter Description Real estate inventory, net includes a valuation adjustment to record real estate inventory at the lower of cost or net realizable value. The Company applies the specific identification method whereby each home constitutes a unit of account. 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 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. 74 TABLE OF CONTENTS 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 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. ◦ 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 forecasted resale price. /s/ Deloitte & Touche LLP San Francisco, California February 19, 2026 We have served as the Company’s auditor since 2015. 75 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED BALANCE SHEETS (In millions, except s hare data) December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 962 $ 671 Restricted cash 339 92 Marketable securities — 8 Escrow receivable 4 6 Real estate inventory, net 925 2,159 Other current assets 69 61 Total current assets 2,299 2,997 PROPERTY AND EQUIPMENT – Net 27 48 RIGHT OF USE ASSETS 8 18 GOODWILL 3 3 OTHER ASSETS 70 60 TOTAL ASSETS (1) $ 2,407 $ 3,126 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and other accrued liabilities $ 80 $ 92 Non-recourse asset-backed debt - current portion 52 432 Convertible senior notes - current portion 193 — Interest payable 1 3 Lease liabilities – current portion 1 2 Total current liabilities 327 529 NON-RECOURSE ASSET-BACKED DEBT – Net of current portion 1,068 1,492 CONVERTIBLE SENIOR NOTES - Net of current portion — 378 LEASE LIABILITIES – Net of current portion 6 13 OTHER LIABILITIES 1 1 Total liabilities (2) 1,402 2,413 COMMITMENTS AND CONTINGENCIES (See Note 19) SHAREHOLDERS’ EQUITY: Common stock, $ 0.0001 par value; 3,000,000,000 shares authorized; 957,245,487 and 719,990,121 shares issued, respectively; 957,245,487 and 719,990,121 shares outstanding, respectively — — Additional paid-in capital 6,038 4,438 Accumulated deficit ( 5,033 ) ( 3,725 ) Accumulated other comprehensive loss — — Total shareholders’ equity 1,005 713 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,407 $ 3,126 ________________ (1) The Company’s consolidated assets at December 31, 2025 and 2024 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $ 334 and $ 81 ; Real estate inventory, net, $ 916 and $ 2,141 ; Escrow receivable, $ 4 and $ 6 ; Other current assets, $ 3 and $ 8 ; and Total assets of $ 1,257 and $ 2,236 , respectively. (2) The Company’s consolidated liabilities at December 31, 2025 and 2024 include the following liabilities for which the VIE creditors generally do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $ 12 and $ 21 ; 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 ; and Total liabilities, $ 1,133 and $ 1,948 , respectively. See “ Note 4. Variable Interest Entities ” for additional information regarding our VIEs. See accompanying notes to consolidated financial statements. 76 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share amounts which are presented in thousands, and per share amounts) Year Ended December 31, 2025 2024 2023 REVENUE $ 4,371 $ 5,153 $ 6,946 COST OF REVENUE 4,021 4,720 6,459 GROSS PROFIT 350 433 487 OPERATING EXPENSES: Sales, marketing and operations 310 413 486 General and administrative 238 182 206 Technology and development 79 141 167 Restructuring 10 17 14 Total operating expenses 637 753 873 LOSS FROM OPERATIONS ( 287 ) ( 320 ) ( 386 ) (LOSS) GAIN ON EXTINGUISHMENT OF DEBT ( 924 ) ( 2 ) 216 INTEREST EXPENSE ( 131 ) ( 133 ) ( 211 ) OTHER INCOME – Net 42 64 107 LOSS BEFORE INCOME TAXES ( 1,300 ) ( 391 ) ( 274 ) INCOME TAX EXPENSE — ( 1 ) ( 1 ) NET LOSS $ ( 1,300 ) $ ( 392 ) $ ( 275 ) Net loss per share attributable to common shareholders: Basic $ ( 1.70 ) $ ( 0.56 ) $ ( 0.42 ) Diluted $ ( 1.70 ) $ ( 0.56 ) $ ( 0.42 ) Weighted-average shares outstanding: Basic 766,531 699,457 657,111 Diluted 766,531 699,457 657,111 See accompanying notes to consolidated financial statements. 77 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In millions) Year Ended December 31, 2025 2024 2023 NET LOSS $ ( 1,300 ) $ ( 392 ) $ ( 275 ) OTHER COMPREHENSIVE INCOME: Unrealized gain on marketable securities — 1 3 COMPREHENSIVE LOSS $ ( 1,300 ) $ ( 391 ) $ ( 272 ) See accompanying notes to consolidated financial statements. 78 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In millions, except number of shares) Shareholders’ Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Amount BALANCE-December 31, 2022 637,387,025 $ — $ 4,148 $ ( 3,058 ) $ ( 4 ) $ 1,086 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 35,562,197 — ( 1 ) — — ( 1 ) Exercise of stock options 2,535,147 — 3 — — 3 Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 2,151,794 — 2 — — 2 Stock-based compensation — — 149 — — 149 Other comprehensive income — — — — 3 3 Net loss — — — ( 275 ) — ( 275 ) BALANCE–December 31, 2023 677,636,163 $ — $ 4,301 $ ( 3,333 ) $ ( 1 ) $ 967 Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes 38,860,600 — 1 — — 1 Exercise of stock options 422,561 — — — — — 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 Other comprehensive income — — — — 1 1 Net loss — — — ( 392 ) — ( 392 ) BALANCE–December 31, 2024 719,990,121 $ — $ 4,438 $ ( 3,725 ) $ — $ 713 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 Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes 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 Net loss — — — ( 1,300 ) — ( 1,300 ) BALANCE–December 31, 2025 957,245,487 $ — $ 6,038 $ ( 5,033 ) $ — $ 1,005 See accompanying notes to consolidated financial statements. 79 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,300 ) $ ( 392 ) $ ( 275 ) Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities: Depreciation and amortization 44 48 65 Amortization of right of use asset 2 5 7 Stock-based compensation 159 114 126 Inventory valuation adjustment 57 57 65 Changes in fair value of equity securities 3 7 1 Other 5 7 13 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 ) — Changes in operating assets and liabilities: Escrow receivable 2 3 21 Real estate inventory 1,172 ( 449 ) 2,613 Other assets ( 9 ) ( 10 ) ( 19 ) Accounts payable and other accrued liabilities ( 7 ) 31 ( 38 ) Interest payable ( 2 ) 2 ( 10 ) Lease liabilities ( 1 ) ( 6 ) ( 10 ) 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 ) Proceeds from sales, maturities, redemptions and paydowns of marketable securities 6 55 80 Purchase of non-marketable equity securities ( 6 ) — — Proceeds from sale of non-marketable equity securities — — 1 Cash impact of deconsolidation of subsidiaries — ( 2 ) — 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 75 — — Repurchase of convertible senior notes ( 1,176 ) — ( 362 ) Settlement of Capped Calls related to convertible senior notes 1 2 — Proceeds from exercise of stock options 4 — 3 Proceeds from issuance of common stock for ESPP 2 5 2 Proceeds from PIPE offering 41 — — Proceeds from the issuance of common stock under at-the-market offering, net 198 — — Issuance of common stock in connection with the repurchase of convertible notes 1,184 — — Proceeds from non-recourse asset-backed debt 684 498 238 Principal payments on non-recourse asset-backed debt ( 1,489 ) ( 715 ) ( 2,515 ) Payment of loan origination fees and debt issuance costs ( 17 ) — ( 1 ) Payment for early extinguishment of debt ( 4 ) — ( 4 ) Other financing activities ( 2 ) — — Net cash used in financing activities ( 499 ) ( 210 ) ( 2,639 ) 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 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of year $ 1,301 $ 763 $ 1,540 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest $ 120 $ 121 $ 203 DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: 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 $ — 80 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) RECONCILIATION TO CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 962 $ 671 $ 999 Restricted cash 339 92 541 Cash, cash equivalents, and restricted cash $ 1,301 $ 763 $ 1,540 See accompanying notes to consolidated financial statements. 81 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 1. DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES Description of Business Opendoor Technologies Inc. (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. iBuyer. 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. The Company was incorporated in Delaware on December 30, 2013. The Company completed a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.”, was completed on December 18, 2020 (the “Closing”), and was accounted for as a reverse recapitalization, in accordance with GAAP. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). 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 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. At-The-Market Equity Offering In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $ 200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the year ended December 31, 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, 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 82 TABLE OF CONTENTS 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 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; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; 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; 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; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events, such as pandemics or epidemics; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things. 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 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. Summary of Significant Accounting Policies Segment Reporting For the years ended December 31, 2025, 2024, and 2023, the Company was managed as a single operating and reportable segment on a consolidated basis. Furthermore, the Company determined that the Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as the CEO is responsible for making decisions regarding the allocation of resources and assessing performance, as well as for strategic operational decisions and managing the organization at a consolidated level. Cash and Cash Equivalents Cash includes demand deposits with financial institutions and cash items in transit. Cash equivalents include only investments with initial maturities of three months or less that are highly liquid and readily convertible to known amounts of cash. The Company maintains portions of the Company’s cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management believes that the Company is not exposed to any significant credit risk related to cash deposits. Restricted Cash Restricted cash consists primarily of funds held in operating, collection, disbursement and reserve accounts related to the Company’s credit facilities and entities established for such credit facilities. 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. 83 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Investments 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 Non-marketable equity securities and equity method investments are investments in privately held companies that do not have readily determinable fair values. These securities are accounted for under one of the following accounting methods: • Equity method: This method is applied when the Company has the ability to exert significant influence over the investee. The securities are recorded at cost and adjusted for the Company’s share of the investee’s earnings or losses, less any dividends received and/or impairments. • Measurement alternative: This method is followed for all remaining non-marketable equity securities. 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 – net. Any dividends on equity method investments are recognized as a reduction of the investment's carrying value. Non-marketable equity securities and equity method investments are reported in Other assets. The Company assesses whether an impairment loss on its non-marketable equity securities has occurred due to declines in fair value or other market conditions. When the fair value of an equity method investment is less than its carrying value, the Company writes down the investment to fair value when the decline in value is considered to be other than temporary. When the fair value of an investment accounted for using the measurement alternative is less than its carrying value, the Company writes down the investment to its fair value, without the consideration of recovery. See “Note 3 — Cash, Cash Equivalents, and Investments” for further discussion. Real Estate Inventory Real estate inventory is carried at the lower of cost or net realizable value and the Company applies the specific identification method whereby each property constitutes the unit of account. Real estate inventory cost includes but is not limited to the property purchase price, acquisition costs and direct costs to renovate or repair the home, less inventory valuation adjustments, if any. Work-in-progress inventory includes homes undergoing repairs and finished goods inventory includes homes that are listed for sale, including homes ready for listing, and homes under contract for sale. Real estate inventory is reviewed for valuation adjustments at least quarterly. If the carrying amount or cost basis 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. Convertible Senior Notes 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 84 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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. Capped Calls 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 Escrow receivable consists of proceeds from home resale held in escrow prior to such proceeds being remitted to the Company. The Company reviews the need for an allowance for credit losses quarterly based on historical collections experience, among other factors. As of December 31, 2025 and 2024, the Company did not record an allowance for credit losses and for the years ended December 31, 2025, 2024 and 2023, the Company did not have any material write-offs. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are capitalized and depreciated. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows: Internally developed software 2 years Software implementation costs Lesser of 3 years or contract term Computers 2 years Security systems 1 year Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or lease term Office equipment 3 years Leases The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified assets means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases for which the Company is the lessee, the Company recognizes right-of-use assets and lease liabilities for all leases other than those with a term of 12 months or less as the Company has elected to apply the short-term lease recognition exemption. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are classified and recognized at the commencement date of a lease. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. Right-of-use assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. 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 85 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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 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. Internally Developed Software For software the Company develops for internal use, the costs incurred in the preliminary stages of development are expensed as incurred. Once an application reaches the development stage, the Company capitalizes direct costs incurred (including internal and external) to property and equipment. Maintenance and on-going operating costs of developed applications are expensed as incurred. Amortization expense is recognized on a straight-line basis into technology and development expense. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. The Company has a single reporting unit and management reviews goodwill for impairment annually on the first day of the third quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. Goodwill is reviewed for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. 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. 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 Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The impairment loss recognized for the periods presented is primarily related to abandonment of certain internally developed software projects. The impairment loss recognized during the periods presented is as follows (in millions): Year Ended December 31, 2025 2024 2023 General and administrative $ — $ — $ 1 Technology and development 4 7 9 Total impairment loss $ 4 $ 7 $ 10 86 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Revenue Recognition The Company generates revenue through home sales, along with other revenue from ancillary real estate services in the United States. Other revenue represents an insignificant portion of the Company’s total revenue. 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. Home sales revenue consists of selling residential real estate to customers. Revenue is recognized when title to and possession of the property has transferred to the customer and the Company has no continuing involvement with the property, which is generally upon close of escrow. 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 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. No customers generated 10% or more of the Company’s total revenue in the years ended December 31, 2025, 2024 or 2023. Cost of Revenue Cost of revenue includes the property purchase price, acquisition costs, direct costs to renovate or repair the home and inventory valuation adjustments, if any. These costs are accumulated in real estate inventory during the property holding period and charged to cost of revenue under the specific identification method when the property is sold. Additionally, for the Company’s revenues other than home sales revenue, cost of revenue consists of any costs incurred in delivering the service including associated headcount expenses such as salaries, benefits, and stock-based compensation. 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 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. Advertising costs are expensed as incurred. 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 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. 87 TABLE OF CONTENTS 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”), 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 , 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. These amounts are reduced by forfeitures as they occur. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for stock options. RSUs 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. The Company reassesses the probability of achieving the performance condition at each reporting date during the performance period. 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 . 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 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 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. ESPP 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-Merton option-pricing model. Income Taxes 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 88 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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. The Company records uncertain tax positions on the basis of a two-step process whereby: (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis. Recently Issued Accounting Standards Recently Adopted Accounting Standards 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 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. Early adoption is prohibited. The Company is currently assessing the impact on the Company's disclosures. 89 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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. The new guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. 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. GAAP. 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. 90 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 2. REAL ESTATE INVENTORY The following table presents the components of inventory, net of applicable inventory valuation adjustments of $ 20 million and $ 26 million as of December 31, 2025 and 2024, respectively (in millions): December 31, 2025 December 31, 2024 Work-in-progress $ 249 $ 577 Finished goods: Listed for sale 484 1,302 Under contract for sale 192 280 Total real estate inventory $ 925 $ 2,159 As of December 31, 2025, the Company was in contract to purchase 710 homes for an aggregate purchase price of $ 248 million. During the years ended December 31, 2025, 2024, and 2023, the Company recorded inventory valuation adjustments for real estate inventory of $ 57 million, $ 57 million, and $ 65 million, respectively, in Cost of revenue in the consolidated statements of operations. 3. CASH, CASH EQUIVALENTS, AND INVESTMENTS The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of December 31, 2025 and 2024, were as follows (in millions): December 31, 2025 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 86 $ — $ — $ 86 $ 86 $ — Money market funds 876 — — 876 876 — Total $ 962 $ — $ — $ 962 $ 962 $ — December 31, 2024 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 60 $ — $ — $ 60 $ 60 $ — Money market funds 611 — — 611 611 — Equity securities 8 — — 8 — 8 Total $ 679 $ — $ — $ 679 $ 671 $ 8 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): December 31, 2025 December 31, 2024 Equity method investments $ 20 $ 20 Non-marketable equity securities 48 39 Total $ 68 $ 59 91 TABLE OF CONTENTS 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. 4. VARIABLE INTEREST ENTITIES The Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis. See “Note 1 — Description of Business and Accounting Policies” for further discussion of the Company’s “Consolidation of Variable Interest Entities” policy. The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs. 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): December 31, 2025 December 31, 2024 Assets Restricted cash $ 334 $ 81 Real estate inventory, net 916 2,141 Other (1) 7 14 Total assets $ 1,257 $ 2,236 Liabilities Non-recourse asset-backed debt $ 1,120 $ 1,924 Other (2) 13 24 Total liabilities $ 1,133 $ 1,948 ________________ (1) Includes escrow receivable and other current assets. (2) Includes accounts payable and other accrued liabilities and interest payable. The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs. However, certain of the financial covenants included in the inventory financing facilities to which the VIEs are party are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. 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, Long-Term Debt, and Convertible Notes” for further discussion of the recourse obligations with respect to the VIEs. 92 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 5. 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 December 31, 2025 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ — $ — — % June 25, 2027 June 25, 2027 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 Revolving Facility 2019-3 100 — — 7.28 % April 5, 2027 April 3, 2028 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 400 — 100 6.03 % February 24, 2027 August 24, 2027 Term Debt Facility 2021-S2 52 52 — 3.57 % September 10, 2025 March 10, 2026 Term Debt Facility 2021-S3 1,000 — 625 3.75 % January 31, 2027 July 31, 2027 Total $ 3,902 $ 52 $ 725 Issuance Costs — ( 3 ) Carrying Value $ 52 $ 722 Asset-backed Mezzanine Term Debt Facilities 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 Issuance Costs ( 4 ) Carrying Value $ 346 Total Non-Recourse Asset-backed Debt $ 7,152 $ 52 $ 1,068 93 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Outstanding Amount December 31, 2024 Current Non-Current Weighted Average Interest Rate Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ — $ — — % Revolving Facility 2018-3 182 — 8.00 % Revolving Facility 2019-1 — — — % Revolving Facility 2019-2 — — — % Revolving Facility 2019-3 — — 8.13 % Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 — 100 3.48 % Term Debt Facility 2021-S2 — 300 3.31 % Term Debt Facility 2021-S3 — 750 3.75 % Term Debt Facility 2022-S1 250 — 4.07 % Total $ 432 $ 1,150 Issuance Costs — ( 7 ) Carrying Value $ 432 $ 1,143 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ — $ 200 10.00 % Term Debt Facility 2022-M1 — 150 10.00 % Total $ — $ 350 Issuance Costs ( 1 ) Carrying Value $ 349 Total Non-Recourse Asset-backed Debt $ 432 $ 1,492 Non-Recourse Asset-backed Debt The Company utilizes inventory financing facilities consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. These inventory financing facilities are typically secured by some combination of restricted cash, equity in real estate owning subsidiaries and related holding companies, and, for senior facilities, the real estate inventory financed by the relevant facility and/or beneficial interests in such inventory. Each of the borrowers under the inventory financing facilities is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such borrower subsidiaries are generally available to satisfy the debts and other obligations of any other Opendoor entities. The inventory financing facilities are non-recourse to the Company and are non-recourse to Opendoor subsidiaries not party to the relevant facilities, except for limited guarantees provided by an Opendoor subsidiary for certain obligations involving “bad acts” by an Opendoor entity and certain other limited circumstances. As of December 31, 2025, the Company had total borrowing capacity with respect to its non-recourse asset-backed debt of $ 7.2 billion. Borrowing capacity amounts under non-recourse asset-backed debt as reflected in the table above are in some cases not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. Any amounts repaid for senior term and mezzanine term debt facilities reduce total borrowing capacity as repaid amounts are not available to be reborrowed. 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, $ 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 94 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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. 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. Asset-backed Senior Revolving Credit Facilities 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, 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. Outstanding amounts drawn under each senior revolving credit 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. The final maturity dates and revolving period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under the senior revolving credit facilities accrue interest at various floating rates based on a secured overnight financing rate (“SOFR”), plus a margin that varies by facility. The Company may also pay fees on certain unused portions of committed borrowing capacity. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary breakage costs. The senior revolving credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the outstanding balance under the related senior revolving credit facility. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility. Asset-backed Senior Term Debt Facilities 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, 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. The final maturity dates and withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under the senior term debt facilities accrue interest at a fixed rate. The Company’s senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities' respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties. The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility, the time those properties are in the Company’s possession and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility. 95 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Asset-backed Mezzanine Term Debt Facilities The Company classifies its mezzanine term debt facilities as current or non-current liabilities on the Company’s consolidated balance sheets based on the applicable final maturity date. 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 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. The final maturity date and withdrawal period end date reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under a given mezzanine term debt facility accrue interest at a fixed rate. The Company’s mezzanine term debt facilities include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties. The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility. Covenants The Company’s inventory financing facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these inventory financing facilities and related financing documents require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). Certain of these financial covenants are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. As a result, under certain circumstances, this may limit the Company’s flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. At December 31, 2025 and December 31, 2024, $ 200 million and $ 250 million, respectively, of the Company's net assets were restricted as they reflect minimum net asset requirements at Opendoor Labs Inc. As of December 31, 2025, the Company was in compliance with all financial covenants and no event of default had occurred. Convertible Senior Notes 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 96 TABLE OF CONTENTS 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 2030 Notes 62 ( 4 ) 58 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 2026 Notes August 15, 2026 0.25 % 0.78 % February 15; August 15 53.7097 $ 19.23 2030 Notes May 15, 2030 7.00 % 9.48 % May 15; November 15 637.105 $ 1.57 2026 Notes 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. 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 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, 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”). The holders of the Repurchased 2026 Notes exchanged $ 597 million in aggregate principal amount for aggregate payments of $ 360 million in cash for full settlement of the principal value and accrued interest on such date. The Company accounted for the repurchase as a debt extinguishment. Accordingly, the Company: (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. 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. 97 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 2030 Notes 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 $ 12 $ 1 $ 2 Amortization of debt discount and issuance costs 6 2 3 Total Convertible Senior Notes interest expense $ 18 $ 3 $ 5 98 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Capped Calls 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. 6. FAIR VALUE DISCLOSURES The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Following is a discussion of the fair value hierarchy and the valuation methodologies used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value. Fair Value Hierarchy Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. 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. Estimation of Fair Value The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities recorded at fair value on a recurring basis. Asset/Liability Class Valuation Methodology, Inputs and Assumptions Classification Marketable securities Equity securities Price is quoted given the securities are traded on an exchange. Level 1 recurring fair value measurement. Assets and Liabilities Recorded at Fair Value on a Recurring Basis 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): 99 TABLE OF CONTENTS 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: Equity securities $ 8 $ 8 $ — $ — Total assets $ 8 $ 8 $ — $ — Fair Value of Financial Instruments The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions): December 31, 2025 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 962 $ 962 $ 962 $ — Restricted cash 339 339 339 — Liabilities: Non-recourse asset-backed debt – current portion $ 152 $ 152 $ — $ 152 Convertible senior notes – current portion 193 384 — 384 Non-recourse asset-backed debt – net of current portion 968 961 — 961 December 31, 2024 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 671 $ 671 $ 671 $ — Restricted cash 92 92 92 — Liabilities: 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 – net of current portion 378 336 — 336 7. PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2025 and 2024, consisted of the following (in millions): 2025 2024 Internally developed software $ 107 $ 106 Computers 3 9 Security systems 4 4 Office equipment 1 2 Furniture and fixtures 1 1 Software implementation costs 1 1 Total 117 123 Accumulated depreciation and amortization ( 90 ) ( 75 ) Property and equipment – net $ 27 $ 48 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. 100 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 8. LEASES 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. Components of lease costs for the years ended the December 31, 2025, 2024, and 2023, are as follows (in millions): Year Ended December 31, 2025 2024 2023 Operating lease cost $ 4 $ 8 $ 11 Variable lease cost — 1 1 Short-term lease cost 1 — 1 Sublease income ( 1 ) ( 1 ) ( 2 ) Net lease cost $ 4 $ 8 $ 11 The following table presents supplemental lease information (in millions): December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ ( 4 ) $ ( 13 ) $ ( 14 ) 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. These early terminations resulted in the reduction of right-of-use assets and lease liabilities of approximately $ 13 million. The Company paid $ 4 million in early termination fees associated with these leases and recognized $ 3 million in total lease termination costs which are recognized in Restructuring on the consolidated statements of operations. See “Note 20 — Restructuring” for further discussion. The weighted average lease term and the weighted average discount rate are as follows: December 31, 2025 2024 Weighted average remaining lease term for operating leases (in years) 4.5 5.5 Weighted average discount rate for operating leases 12.1 % 13.2 % 101 TABLE OF CONTENTS 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): 2026 $ 2 2027 2 2028 2 2029 2 2030 1 Thereafter — Total undiscounted future cash flows $ 9 Less: Imputed interest 2 Total lease liabilities $ 7 9. GOODWILL AND INTANGIBLE ASSETS 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. 10. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES Accounts payable and accrued liabilities as of December 31, 2025 and 2024, consisted of the following: 2025 2024 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 Other 3 1 Accounts payable due to vendors — 9 Accrued expenses and liabilities due to related parties — 9 Total accounts payable and other accrued liabilities $ 80 $ 92 11. SHAREHOLDERS’ EQUITY Common Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 3,000,000,000 shares of common stock with a par value of $ 0.0001 per share. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $ 0.0001 per share (“Opendoor Technologies Preferred Stock”). The Company’s board of directors has the authority to issue Opendoor Technologies Preferred Stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. As of December 31, 2025, there were no shares of Opendoor Technologies Preferred Stock issued and outstanding. 102 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Dividend Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. 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: $ 7.52 ; (ii) Exercise Price: $ 9.00 , $ 13.00 and $ 17.00 ; (iii) simulation term: one year ; (iv) risk-free rate: 3.64 % (v) expected dividend yield 0.0 %; and (vi) volatility: 149.2 %. 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. 103 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 12. SHARE-BASED AWARDS 2014 Stock Plan Our 2014 Stock Plan (the “2014 Plan”), as last amended and approved by the board of directors on February 6, 2020, allowed the Company to grant up to 106,320,623 shares of common stock to employees, directors, and non-employees pursuant to awards of stock options, restricted stock or restricted stock units (“RSUs”) granted under the 2014 Plan. Upon the Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under the 2014 Plan. 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 In connection with the close of the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”) under which 43,508,048 shares of common stock were initially reserved for issuance. The 2020 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards. The number of shares of the Company’s common stock available for issuance under the 2020 Plan automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by the lesser of (a) a number equal to the excess (if any) of (1) 5 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year over (2) the number of shares of common stock then reserved for issuance under the 2020 Plan as of such date, and (b) such smaller number of shares determined by the Company’s board of directors. Pursuant to this automatic increase provision, as of December 31, 2025, 154,969,574 shares of common stock are reserved for issuance under the 2020 Plan. In connection with the close of the Business Combination, the Company’s board of directors approved the 2020 Employee Stock Purchase Plan (“ESPP”), which was last amended on February 8, 2023. There are 5,438,506 shares of common stock initially reserved for issuance under the ESPP. The number of shares of the Company’s common stock available for issuance under the ESPP automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by the lesser of (a) 1 % of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year and (b) such number of shares as is determined by the Company’s board of directors; provided that, no more than 54,385,060 shares may be issued under the ESPP. Pursuant to this automatic increase provision, as of December 31, 2025, 31,949,241 shares of common stock are reserved for issuance under the ESPP. For the twelve months ended December 31, 2025 and December 31, 2024, shares issued under the ESPP were 1,591,514 at a weighted average price of $ 1.09 per share and 3,133,493 at a weighted average price of $ 1.59 per share, respectively. 2022 Inducement Plan In July 2022, the Company’s board of directors adopted the 2022 Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, 31,200,000 shares were initially reserved for issuance. The purpose of the Inducement Plan is to attract, retain and motivate prospective employees of the Company, particularly executive team members and employees joining as part of business combinations. The Inducement Plan allows for the issuance of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards to new employees of the Company or any subsidiary of the Company. 104 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Stock options and RSUs A summary of the stock option activity for the year ended December 31, 2025, is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balance – December 31, 2024 7,233 $ 2.51 2.4 $ 2 Exercised ( 3,167 ) 2.17 Expired ( 739 ) 3.34 Balance – December 31, 2025 3,327 2.65 2.1 $ 11 Exercisable – December 31, 2025 3,327 2.65 2.1 $ 11 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. 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. A summary of the RSU activity for the year ended December 31, 2025, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding – December 31, 2024 45,247 $ 2.77 Granted 41,275 2.87 Vested ( 24,349 ) 2.72 Forfeited ( 29,475 ) 2.20 Unvested and outstanding – December 31, 2025 32,698 $ 3.45 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. A summary of the market condition RSU activity for the year ended December 31, 2025, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding – December 31, 2024 — $ — Granted 101,418 8.36 Unvested and outstanding – December 31, 2025 101,418 $ 8.36 105 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (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) 4.7 - 5 Expected dividend $ — ESPP The first offering period for the Company's 2020 ESPP began on March 1, 2022. The ESPP, pursuant to Internal Revenue Code Section 423, allows eligible participants to purchase shares using payroll deductions of up to 15 % of their total compensation, subject to a $ 25,000 calendar year limitation on contributions. Prior to March 2023, the Company limited the maximum number of shares to be purchased in an offering period to 1,000 shares per employee, and each offering period was six months in duration. Beginning in March 2023, the maximum number of shares to be purchased in an offering period was increased to 10,000 shares per employee, 5,000 per purchase period, and each offering period is 12 months in duration, with two 6-month purchase periods. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15 % discount on the lower price of either (i) the offer period start date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. ESPP employee payroll contributions withheld as of December 31, 2025 and 2024 were $ 1 million and $ 1 million, respectively, and are included within Accounts payable and other accrued liabilities in the consolidated balance sheets. 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-Merton option-pricing valuation model. The following assumptions were applied in the model to estimate the grant-date fair value of the ESPP. Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Fair value $ 0.46 - $ 3.16 $ 0.83 - $ 1.56 $ 0.64 - $ 2.13 Volatility 104.4 % - 157.0 % 88.7 % - 121.1 % 101.8 % - 119.1 % Risk-free rate 3.82 % - 4.31 % 4.35 % - 5.27 % 5.06 % - 5.47 % Expected life (in years) 0.5 - 1 0.5 - 1 0.5 - 1 Expected dividend $ — $ — $ — The Company recognized stock-based compensation expense related to the ESPP of $ 1 million, $ 3 million, and $ 2 million during the years ended December 31, 2025, 2024, and 2023 respectively. As of December 31, 2025, total estimated unrecognized compensation expense related to the ESPP was $ 1 million. The unamortized compensation costs are expected to be recognized over the remaining term of the offering period of 0.4 years. 106 TABLE OF CONTENTS 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 Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, as follows (in millions): Year Ended December 31, 2025 2024 2023 General and administrative $ 142 $ 62 $ 63 Sales, marketing and operations 7 13 16 Technology and development 10 39 47 Total stock-based compensation expense $ 159 $ 114 $ 126 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. 13. WARRANTS Marketing Warrants On July 28, 2022, the Company entered into a warrant agreement with Zillow, Inc. (“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 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; provided that the Company has the option to cash settle any exercise. The warrant expires in July 2027, subject to extension for an additional Tranche and early termination under limited circumstances. Zillow began providing marketing services under the partnership arrangement in March 2023. 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. 107 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 14. INCOME TAXES The following table summarizes components of loss before income taxes as follows (in millions): Year Ended December 31, 2025 2024 2023 Domestic $ ( 1,301 ) $ ( 393 ) $ ( 274 ) Foreign 1 2 — Loss before Income Taxes $ ( 1,300 ) $ ( 391 ) $ ( 274 ) The following table summarizes the components of the Company’s provision for income taxes for the periods presented (in millions): Year Ended December 31, 2025 2024 2023 Current income tax expense: Federal $ — $ — $ — State — 1 1 Foreign — — — Total current income tax expense — 1 1 Income Tax Provision $ — $ 1 $ 1 For the years ended December 31, 2025, 2024, and 2023, the Company did not record any deferred federal and state income tax expense or benefit due to the full valuation allowance. 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, 2025 U. S. 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 194 ( 14.9 ) Income Tax Expense $ — — % 108 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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 U. S. Federal tax benefit at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 3.6 5.8 Non-deductible expenses and other 0.1 ( 1.1 ) Share-based compensation ( 3.2 ) ( 6.6 ) Deduction limitation on executive compensation ( 0.2 ) ( 0.5 ) Impact of deconsolidation ( 1.9 ) — Change in valuation allowance, net ( 19.7 ) ( 20.6 ) Research and development credits 0.1 1.5 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. federal statutory and state income tax rates to net loss before income tax, primarily as the result of state income taxes, stock-based compensation, and changes in the Company’s valuation allowance. In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two. 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. 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. 109 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) Deferred Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income taxes purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024, are as follows (in millions): December 31, 2025 December 31, 2024 Deferred tax assets: Accruals and reserves $ 14 $ 14 Inventory 15 25 Tax credits 49 49 Lease Liabilities 2 57 Section 174 capitalization 42 74 Goodwill 7 7 Net operating loss 743 633 Total deferred tax assets 872 859 Less: Valuation allowance ( 868 ) ( 795 ) Deferred tax assets, net of valuation allowance 4 64 Deferred tax liabilities: Depreciation and amortization ( 2 ) ( 7 ) Right-of-use assets ( 2 ) ( 57 ) Deferred tax liabilities ( 4 ) ( 64 ) Net deferred tax assets and liabilities $ — $ — A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized in a particular tax jurisdiction. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a deferred tax asset. Due to the losses the Company generated in the current and prior years, the Company believes it is not more likely than not that all of the deferred tax assets can be realized for its U.S. federal and state deferred tax assets. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $ 868 million as of December 31, 2025 and a full valuation allowance on its net deferred tax assets of $ 795 million as of December 31, 2024. The valuation allowance increased by $ 73 million and $ 77 million for 2025 and 2024, respectively primarily as a result of current year losses. As of December 31, 2025, the Company had U.S. federal and state net operating loss (“NOL”) carryforwards of $ 3.0 billion and $ 2.4 billion, respectively, which will each begin to expire in 2034 if not utilized. For NOLs arising after December 31, 2017, the Tax Cuts and Jobs Act of 2017 limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income and can be carried forward indefinitely (carryback is generally prohibited). In the Company’s case, as of December 31, 2025, $ 2.9 billion of US. federal NOLs and $ 803 million of state NOLs have an unlimited carryover period. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation and will continue to have a two-year carryback and twenty-year carryforward period. Additionally, as of December 31, 2025, the Company had U.S. federal research tax credit carryforwards of $ 45 million that begin to expire in 2035. The Company also had state research tax credit carryforwards of $ 31 million with an indefinite carryforward period. Section 382 of the Internal Revenue Code (the “Code”) limits the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. Utilization of the net operating loss carryforwards are subject to various limitations due to the ownership change limitations provided by Internal Revenue Code (IRC) Section 382 and similar state provisions. The Company performed an ownership analysis and identified three previous ownership changes in 2014, 2016 and 2020, as defined under Section 382 and 383 of the IRC, however none of the previous 110 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in millions): Year Ended December 31, 2025 2024 2023 Unrecognized tax benefits as of the beginning of the year $ 23 $ 22 $ 20 Increase related to current year tax provisions — 1 2 Unrecognized tax benefits as of the end of the year $ 23 $ 23 $ 22 Due to the full valuation allowance at December 31, 2025, current adjustments to the unrecognized tax benefit will have no impact on the Company’s effective income tax rate. 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’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. To date, the Company has not recognized nor accrued for any material interest and penalties in its consolidated statements of operations. The Company is subject to federal and state income taxes in the United States, and foreign income taxes in Canada and India. Due to the history of net operating losses, the Company is subject to U.S. federal, state and local examinations by tax authorities for all years since incorporation. As of December 31, 2025, the Company is not currently under any audits that would materially change the unrecognized tax benefits recorded. The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2025, because it intends to permanently reinvest such earnings outside of the U.S. 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 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 . 15. NET LOSS PER SHARE Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. 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, 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 111 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) 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. 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): Year Ended December 31, 2025 2024 2023 Basic and diluted net loss per share: Numerator: Net loss $ ( 1,300 ) $ ( 392 ) $ ( 275 ) Denominator: Weighted average shares outstanding – basic and diluted 766,531 699,457 657,111 Basic and diluted net loss per share $ ( 1.70 ) $ ( 0.56 ) $ ( 0.42 ) There were no preferred dividends declared or accumulated for 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 101,418 — — Common stock warrants 99,590 — — RSUs 32,698 45,247 60,896 Convertible Senior Notes 26,098 — — 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 16. DECONSOLIDATION On July 31, 2024, a consolidated subsidiary of the Company, Mainstay Labs Inc. (“Mainstay”), formerly Open Exchange Labs Inc., issued its Series A Preferred Stock to third-party investors (the “Private Investment”). Mainstay is a market intelligence and transaction platform for the single-family rental industry. As a result of the Private Investment, the Company no longer had a controlling financial interest in Mainstay in accordance with ASC Topic 810, Consolidation, and Mainstay was deconsolidated from the Company’s consolidated financial statements as of July 31, 2024 (the “Deconsolidation”). The Company determined that the Deconsolidation does not meet the criteria requiring presentation as discontinued operations in accordance with U.S. 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 – 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 112 TABLE OF CONTENTS 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. See “Note 1. Description of Business and Accounting Policies – Investments.” See “ Note 17 — Related Parties ” for further information on the Company’s ongoing relationship and transactions with Mainstay. 17. 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, 113 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (Tabular amounts in millions, except share and per share amounts, ratios, or as noted) the Company recognized revenue of $ 9 million presented within the consolidated statement of operations related to services provided to Mainstay National Title LLC. 18. SEGMENT INFORMATION The Company is managed as a single operating and reportable segment on a consolidated basis, reflecting how the Company’s Chief Operating Decision Maker (“CODM”) allocates resources and evaluates the Company’s financial information. The operating segment is the Company’s residential real estate product and service offerings. The Company determined that the Chief Executive Officer is the CODM, given their responsibility for making resource allocation decisions, assessing performance, making strategic operational decisions and managing the organization at a consolidated level. As the Company is managed as a single operating and reportable segment, the measure of segment profit or loss is consolidated net loss. The CODM utilizes the financial information below in assessing the segment’s performance and allocating resources. The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets. 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): Year Ended December 31, 2025 2024 2023 Revenue $ 4,371 $ 5,153 $ 6,946 Less: Cost of revenue ( 4,021 ) ( 4,720 ) ( 6,459 ) Direct selling costs (1) ( 123 ) ( 132 ) ( 197 ) Holding costs (2) ( 71 ) ( 58 ) ( 116 ) Advertising and other marketing expense (3) ( 47 ) ( 90 ) ( 80 ) Operations (4) ( 56 ) ( 74 ) ( 80 ) Fixed operating expense (5) ( 142 ) ( 209 ) ( 259 ) CEO make-whole provision (6) ( 5 ) — — Stock-based compensation ( 56 ) ( 114 ) ( 126 ) Stock-based compensation for market conditions RSUs ( 103 ) — — Interest expense ( 131 ) ( 133 ) ( 211 ) Interest income 39 53 106 Other (7) ( 955 ) ( 68 ) 201 Net loss $ ( 1,300 ) $ ( 392 ) $ ( 275 ) ________________ (1) Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes and are included in Sales, marketing and operations. (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. Other marketing expenses include non-advertising marketing expenses such as acquisition leads and referrals and public relations services and are included in Sales, marketing and operations. (4) Represents operating expenses that are generally related to the volume of homes transacted during the period and tend to be variable in nature. Primarily includes workforce expenses in support of sales, and real estate inventory operations. (5) Represents operating expenses that are not directly correlated with home transaction volumes. 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. 114 TABLE OF CONTENTS 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. 19. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company has entered into various non-cancelable operating lease agreements for certain of its office space. See “Note 8 — Leases” for further discussion. Legal Matters From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated. 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. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s consolidated results of operations or financial condition except as noted below. On October 7, 2022 and November 22, 2022, purported securities class action lawsuits were filed in the United States District Court for the District of Arizona, captioned Alich v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01717-JFM) (“Alich”) and Oakland County Voluntary Employee’s Beneficiary Association, et al. v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01987-GMS) (“Oakland County”), respectively. The lawsuits were consolidated into a single action, captioned In re Opendoor Technologies Inc. Securities Litigation (Case No. 2:22-CV-01717-MTL). 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. On May 14, 2024, the court granted plaintiffs’ motion for reconsideration of certain portions of the court’s order dismissing the complaint. 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. 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 115 TABLE OF CONTENTS 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. Rice, et al. (Case No. 2:23-cv-00367-GMS) and Van Dorn v. Wu, et al. (Case No. 2:23-cv-00455-DMF), respectively, which were subsequently consolidated into a single action, captioned Carlson v. Rice (Case No. 2:23-CV-00367-GMS). Plaintiffs voluntarily dismissed the matter on June 22, 2023, and thereafter re-filed complaints in the Court of Chancery of the State of Delaware, captioned Carlson v. Rice, et al. (Case No. 2023-0642) and Van Dorn v. Rice, et al. (Case No. 2023-0643). The cases were consolidated into a single action, captioned Opendoor Technologies Inc. Stockholder Derivative Litigation (Case No. 2023-0642). On June 29, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Juul v. Wu, et al. (Case No. 1:23-cv-00705-UNA). 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. v. Bain, et al . (Case No. 1:23-cv-01158-UNA). On October 18, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Arizona, captioned Gera v. Palihapitiya, et al . (Case No. 2:23-cv-02164-SMB). 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. 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. 20. RESTRUCTURING 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 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 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 116 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Notes to Consolidated Financial Statements (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 Additions charged to expense 14 Cash payments ( 15 ) Balance-December 31, 2023 3 Additions charged to expense 17 Cash payments ( 13 ) Balance-December 31, 2024 7 Additions charged to expense (1) 10 Cash payments ( 16 ) Balance-December 31, 2025 $ 1 ________________ (1) Inclusive of $ 1 million in non-cash activity associated with lease termination costs. 21. SUBSEQUENT EVENTS 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. ****** 117 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Schedule I (PARENT COMPANY ONLY) CONDENSED FINANCIAL INFORMATION CONDENSED BALANCE SHEETS (In millions, except share data) December 31, 2025 2024 ASSETS CURRENT ASSETS: Other current assets $ 43 $ 21 Total current assets 43 21 Intangibles - net — — Investment in subsidiaries 1,197 1,093 TOTAL ASSETS $ 1,240 $ 1,114 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and other accrued liabilities $ 42 $ 23 Convertible senior notes - current portion 193 — Total current liabilities 235 23 Convertible senior notes - net of current portion — 378 Total liabilities 235 401 Shareholders’ equity: Common stock, $ 0.0001 par value; 3,000,000,000 shares authorized; 957,245,487 and 719,990,121 shares issued, respectively; 957,245,487 and 719,990,121 shares outstanding, respectively — — Additional paid-in capital 6,038 4,438 Accumulated deficit ( 5,033 ) ( 3,725 ) Accumulated other comprehensive loss — — Total shareholders’ equity 1,005 713 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,240 $ 1,114 See accompanying note to condensed financial statements. 118 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Schedule I (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS (In millions) Year Ended December 31, 2025 2024 2023 Operating expenses: General and administrative $ 7 $ 14 $ 8 Total operating expenses 7 14 8 Loss from operations ( 7 ) ( 14 ) ( 8 ) (Loss) gain on extinguishment of debt ( 923 ) — 225 Interest expense ( 17 ) ( 3 ) ( 5 ) (Loss) income before income taxes ( 947 ) ( 17 ) 212 Income tax expense — — — Earnings of subsidiaries ( 353 ) ( 375 ) ( 487 ) Net loss $ ( 1,300 ) $ ( 392 ) $ ( 275 ) See accompanying note to condensed financial statements. 119 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Schedule I (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,300 ) $ ( 392 ) $ ( 275 ) Adjustments to reconcile net loss to cash, cash equivalents used in operating activities: Earnings of subsidiaries 353 375 487 Depreciation and amortization, net of accretion 5 2 3 Loss (gain) on early extinguishment of debt 923 — ( 225 ) Interest payable — — ( 1 ) Other 1 — 2 Changes in operating assets and liabilities: Other assets ( 22 ) ( 20 ) — Accounts payable and other accrued liabilities 17 22 — Net cash used in operating activities ( 23 ) ( 13 ) ( 9 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in subsidiary ( 1,515 ) ( 5 ) ( 4 ) Distribution from subsidiary 1,223 11 370 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 75 — — Repurchase of convertible senior notes ( 1,176 ) — ( 362 ) Settlement of Capped Calls related to convertible senior notes 1 2 — Proceeds from exercise of stock options 4 — 3 Proceeds from issuance of common stock for ESPP 2 5 2 Proceeds from PIPE offering 41 — — Proceeds from the issuance of common stock under at-the-market offering, net 198 — — Issuance of common stock in connection with the repurchase of convertible notes 1,184 — — Payment of loan origination fees and debt issuance costs ( 8 ) Payment for early extinguishment of debt ( 4 ) Other financing activity ( 2 ) — — Net cash provided by (used in) financing activities 315 7 ( 357 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — — — CASH AND CASH EQUIVALENTS - Beginning of year — — — CASH AND CASH EQUIVALENTS - End of year $ — $ — $ — 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. 120 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Schedule I (PARENT COMPANY ONLY) Notes to Condensed Financial Statements 1. INTRODUCTION AND BASIS OF PRESENTATION The accompanying condensed financial statements, including the note thereto, should be read in conjunction with the consolidated financial statements and notes thereto of Opendoor Technologies Inc. found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. For purposes of these condensed financial statements, the Company’s wholly-owned subsidiaries are accounted for using the equity method of accounting. 121 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.