Opendoor Technologies Inc. 10-K

Item 9A. Controls and Procedures. Inherent Limitations on Effectiveness of Controls In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2025. Management's Annual Report on Internal Control Over Financial Reporting Management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management evaluated the design and operating effectiveness of our internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2025, which is included below. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 122 TABLE OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Opendoor Technologies Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Opendoor Technologies Inc. and subsidiaries (the “Company”) 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 (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, California February 19, 2026 123 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 9B. Other Information. (a) None. (b) Securities Trading Arrangements of Directors and Executive Officers Rule 10b5-1 Trading Plans The following table describes contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended December 31, 2025. Trading Arrangement Action Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Maximum Shares to be Sold Expiration Date Shrisha Radhakrishna ( Chief Technology & Product Officer and former President ) (3) Adopt 11/26/2025 X 2,861,250 (4) 12/1/2026 ______________ (1) Intended to satisfy the affirmative defense of Rule 10b5-1(c) (2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c) (3) As of December 10, 2025, Mr. Radhakrishna is no longer an officer as defined in Rule 16a-1. (4) At the time of adoption, the maximum number of shares that could be sold was unknown. The Rule 10b5-1 trading arrangement contemplated, as of the adoption date, the sale of up to 2,826,250 shares of common stock subject to RSUs previously granted to Mr. Radhakrishna that will vest or vested at various dates between November 15, 2025 and November 15, 2026, 35,000 shares held directly by Mr. Radhakrishna, as well as an unknown number of shares to be purchased in the future pursuant to the Company’s Employee Stock Purchase Plan. The aggregate number of Mr. Radhakrishna’s RSU shares that will be available for sale under the plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. Rule 10b5-1 Sell to Cover Instruction Letter On November 11, 2025, Ms. Christina Schwartz, our Chief Financial Officer and former interim Chief Financial Officer, entered into a 10b5-1 Instruction Letter (the “Instructions”) with respect to all RSUs granted or to be granted to her under the Company’s equity plans or any successor plans, in order to instruct the broker(s) chosen by the Company to sell shares of common stock in order to satisfy any tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. The Instructions are intended to satisfy the affirmative defense of Rule 10b5-1(c). The aggregate number of shares to be sold under the Instructions is not determinable and there is no set expiration date for the Instructions. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 124 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. PART III Item 10. Directors, Executive Officers and Corporate Governance. The following information with respect to our board of directors and executive officers is presented as of February 19, 2026: Name Age Position at Opendoor Technologies Inc. Principal Employment Kaz Nejatian 43 Chief Executive Officer & Director Same Christy Schwartz 47 Chief Financial Officer Same Lucas Matheson 47 President Same Giang Nguyen (LeGrice) 44 Chief Operating Officer Same Keith Rabois 56 Chairman Managing Director of Khosla Ventures Eric Feder 55 Lead Independent Director President of LEN X , LLC Adam Bain 52 Director Co-Managing Partner, 01 Advisors David Benson 66 Director Former President of Fannie Mae Dana Hamilton 57 Director Former Head of Real Estate of Pretium Partners LLC Eric Wu 43 Director Co-founder and Co-CEO of NavigateAI In December 2025, our headquarters moved from 410 N. Scottsdale Road, Suite 1000, Tempe, AZ 85288 to 1295 West Washington Street, Suite 115, Tempe, AZ 85288. Any communications from stockholders, including recommendations of nominees to the Company’s board of directors, should be sent to our new headquarters at 1295 West Washington Street, Suite 115, Tempe, AZ 85288. Other information required by this item will be included in our definitive proxy statement for our 2026 annual meeting of stockholders to be filed by us with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 (the “Proxy Statement”) and is incorporated herein by reference. Code of Business Conduct and Ethics We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Business Conduct and Ethics is posted on our investor relations website, investor.opendoor.com . We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address and location specified above. The information on any of our websites is deemed not to be incorporated in this Annual Report on Form 10-K or to be part of this Annual Report on Form 10-K. Insider Trading Policies and Procedures Our Board has adopted an Insider Trading and Trading Windows Policy (“Insider Trading Policy”) that governs the purchase, sale, and/or other disposition of the Company’s securities and is applicable to all directors, officers and other employees of the Company, as well as the Company itself. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to us. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Item 11. Executive Compensation. The information required by this item will be included in the Proxy Statement and is incorporated herein by reference. 125 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be included in the Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be included in the Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this item about our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), will be included in the Proxy Statement and is incorporated herein by reference. 126 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Documents files as part of this Annual Report on Form 10-K: 1. Financial Statements Refer to Index to Consolidated Financial Statements in “Part II – Item 8. Financial Statements and Supplementary Data” herein. 2. Financial Statement Schedules Pursuant to the requirements of Rule 5-04(c) of Regulation S-X, the following schedule is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements contained in “Part II – Item 8. Financial Statements and Supplementary Data” herein. Schedule I – Condensed Financial Information of Opendoor Technologies Inc. (Parent Company) All other financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required. 3. Exhibits † The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Certificate of Incorporation of Opendoor Technologies Inc. 8-K 001-39253 3.1 12/18/2020 3.2 Amended and Restated Bylaws of Opendoor Technologies Inc. 8-K 001-39253 3.1 01/24/2023 4.1 Specimen Common Stock Certificate of Opendoor Technologies Inc. S-4/A 333-249302 4.5 11/06/2020 4.2 Warrant to Purchase Shares of Common Stock of Opendoor Technologies Inc., dated July 28, 2022, to Zillow, Inc. 8-K 001-39253 99.2 08/05/2022 4.3 Indenture, dated as of August 20, 2021, between Opendoor Technologies Inc. and U.S. Bank National Association, as trustee 8-K 001-39253 4.1 08/24/2021 4.4 Indenture, dated as of May 16, 2025, between Opendoor Technologies Inc. and U.S. Bank Trust Company, National Association, as Trustee. 8-K 001-39253 4.1 05/19/2025 4.5 Form of 7.000% Convertible Senior Notes due 2030 . 8-K 001-39253 Exhibit A to 4.1 05/19/2025 4.6 Warrant Agreement (including Form of Warrant), dated November 21, 2025, by and between the Company and Equiniti Trust Company, LLC, as Warrant Agent. 8-K 001-39253 4.1 11/21/2025 4.7 Description of Securities * 10.1 Amended and Restated Registration Rights Agreement, dated December 18, 2020, by and among the Company, SCH Sponsor II LLC, certain former stockholders of Opendoor Labs Inc., Cipora Herman, David Spillane and ChaChaCha SPAC B, LLC, Hedosophia Group Limited and 010118 Management, L.P. 8-K 001-39253 10.14 12/18/2020 10.2 # Form of Indemnification Agreement 8-K 001-39253 10.1 12/18/2020 10.3 # Opendoor Labs Inc. 2014 Stock Plan S-4 333-249302 10.18 10/05/2020 127 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 10.4 # Form of Notice of Restricted Stock Unit Grant and RSU Terms and Conditions Under 2014 Stock Plan S-4 333-249302 10.19 10/05/2020 10.5 # Form of Notice of Stock Option Grant and Stock Option Agreement under 2014 Stock Plan S-4/A 333-249302 10.20 11/25/2020 10.6 # Opendoor Technologies Inc. 2020 Incentive Award Plan 8-K 001-39253 10.3 12/18/2020 10.7 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2020 Incentive Award Plan 8-K 001-39253 99.1 04/02/2021 10.8 # Form of Option Agreement under the 2020 Incentive Award Plan 10-Q 001-39253 10.1 11/10/2021 10.9 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Canada) under 2020 Incentive Award Plan 10-Q 001-39253 10.1 08/11/2021 10.10 # Opendoor Technologies Inc. Amended and Restated 2020 Employee Stock Purchase Plan (effective as of February 8, 2023) 10-K 001-39253 10.15 02/23/2023 10.11 # Form of Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement under 2020 Incentive Award Plan 10-Q 001-39253 10.2 05/02/2024 10.12 # Offer Letter Agreement, dated as of September 3, 2020, by and between Opendoor Labs Inc. and Carrie Wheeler S-4/A 333-249302 10.32 11/27/2020 10.13 # Amendment of Letter Agreement, dated as of December 1, 2022, by and between Opendoor Technologies Inc. and Carrie Wheeler 10-K 001-39253 10.22 02/23/2023 10.14 # Opendoor Technologies Inc. Non-Employee Director Compensation Policy * 10.15 # Opendoor Technologies Inc. Executive Severance Plan 10-Q 001-39253 10.1 05/02/2024 10.16 # Change in Control Letter Agreement, dated as of January 31, 2022, by and between Opendoor Technologies Inc. and Carrie Wheeler 10-Q 001-39253 10.3 05/05/2022 10.17 # Opendoor Technologies Inc. 2022 Inducement Award Plan S-8 333-266877 99.1 08/15/2022 10.18 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement Under 2022 Inducement Award Plan S-8 333-266877 99.2 08/15/2022 10.19 # Form of Stock Option Grant Notice and Stock Option Agreement Under 2022 Inducement Award Plan S-8 333-266877 99.3 08/15/2022 10.20 # Offer Letter Agreement, dated as of September 30, 2024, by and between Opendoor Labs Inc. and Selim Freiha 10-Q 001-39253 10.1 11/07/2024 10.21 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (India) under 2020 Incentive Award Plan 10-K 001-39253 10.32 02/23/2023 10.22 # Offer Letter Agreement dated as of July 10, 2022, by and between Opendoor Labs Inc. and Sydney Schaub 10-Q 001-39253 10.2 05/04/2023 10.23 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (India) Under 2022 Inducement Award Plan 10-K 001-39253 10.31 02/15/2024 10.24 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Canada) Under 2022 Inducement Award Plan 10-K 001-39253 10.32 02/15/2024 10.25 # Form of Director Offer Letter 10-K 001-39253 10.34 02/27/2025 10.26 Form of Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement under 2020 Incentive Plan (2025) 10-Q 001-39253 10.2 05/06/2025 128 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 10.27 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Global Addendum) 10-Q 001-39253 10.3 05/06/2025 10.28 Form of Exchange and Subscription Agreement for 7.000% Convertible Senior Notes due 2030 of Opendoor Technologies Inc. 8-K 001-39253 10.1 05/09/2025 10.29 # Offer Letter Agreement, dated as of September 10, 2024, by and between Opendoor Labs Inc. and Shrisha Radhakrishna 10-Q 001-39253 10.1 11/06/2025 10.30 # Amendment of Offer Letter Agreement, dated as of August 26, 2025, by and between Opendoor Labs Inc. and Shrisha Radhakrishna 10-Q 001-39253 10.2 11/06/2025 10.31 # Offer Letter Agreement, dated as of September 10, 2025, by and between Opendoor Labs Inc. and Kaz Nejatian 10-Q 001-39253 10.3 11/06/2025 10.32 # Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement by and between Opendoor Technologies Inc. and Kaz Nejatian 10-Q 001-39253 E xhibit A to 10. 3 11/06/2025 10.33 # Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (First Sign-On PSU Award) by and between Opendoor Technologies Inc. and Kaz Nejatian S-8 333-290224 4.4 09/12/2025 10.34 # Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Second Sign-On PSU Award) by and between Opendoor Technologies Inc. and Kaz Nejatian S-8 333-290224 4.5 09/12/2025 10.35 # Offer Letter Agreement, dated as of September 18, 2025, by and between Opendoor Labs Inc. and Christy Schwartz 10-Q 001-39253 10.7 11/06/2025 10.36 # Advisory Agreement, dated as of August 15, 2025, by and between Opendoor Technologies Inc. and Carrie Wheeler 10-Q 001-39253 10.8 11/06/2025 10.37 F orm of Share Purchase A greement, dated November 6, 2025, by and between Opendoor Technologies Inc. and the Purchasers listed on Schedule A thereto . 8-K 001-39253 10.1 11/06/2025 10.38 # O ffer Letter Agreement, dated as of S eptember 23, 2025 by a nd b etween Opendoor Labs Inc. and Giang Nguyen . * 10.39 # Offer Letter Agreement, dated as of December 12, 2025 by and between Opendoor Operations Canada Inc. and Lucas Matheson. * 10.40 # O ffe r Letter Agreement, dated as of December 12, 2025 by and between Opendoor Labs Inc. and Christy Schwartz. * 10.41 # O ffer Letter Agreement, dated as of December 22, 2025 by and between Opendoor Labs Inc. and Giang Nguyen. * 19.1 Insider Trading and Trading Window Policy * 21.1 List of subsidiaries of Opendoor Technologies Inc. * 23.1 Consent of Deloitte & Touche LLP * 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 129 TABLE OF CONTENTS OPENDOOR TECHNOLOGIES INC. Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 97.1 Policy for Recovery of Erroneously Awarded Compensation 10-K 001-39253 97.1 02/15/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. * 101.SCH Inline XBRL Taxonomy Extension Schema Document. * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. * 104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) * ________________ * Filed herewith. ** Furnished herewith. # Indicates management contract or compensatory plan. † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. Item 16. Form 10-K Summary. None. 130 OPENDOOR TECHNOLOGIES INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OPENDOOR TECHNOLOGIES INC. Date: February 19, 2026 By: /s/ Kaz Nejatian Name: Kaz Nejatian Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Kaz Nejatian Chief Executive Officer and Director (Principal Executive Officer) February 19, 2026 Kaz Nejatian /s/ Christy Schwartz Chief Financial Officer (Principal Financial and Accounting Officer) February 19, 2026 Christy Schwartz /s/ Adam Bain Director February 19, 2026 Adam Bain /s/ David Benson Director February 19, 2026 David Benson /s/ Eric Feder Director February 19, 2026 Eric Feder /s/ Dana Hamilton Director February 19, 2026 Dana Hamilton /s/ Keith Rabois Director February 19, 2026 Keith Rabois /s/ Eric Wu Director February 19, 2026 Eric Wu 131