Opendoor Technologies Inc. Files 8-K with Equity, Officer, and Financial Updates

TL;DR

Opendoor filed an 8-K on 9/6/25 covering equity sales, officer changes, and financials.

AI Summary

On September 6, 2025, Opendoor Technologies Inc. filed an 8-K report detailing several key events. These include unregistered sales of equity securities, changes in directors and officers, and compensatory arrangements. The filing also addresses Regulation FD disclosures and other material events, along with financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Opendoor's corporate governance, equity transactions, and financial reporting, which are important for investors to assess the company's current status and future direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and changes in corporate officers, which can indicate potential shifts in company strategy or financial health.

Key Numbers

• 001-39253 — SEC File Number (Identifies the company's filing with the SEC.)
• 30-1318214 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Opendoor Technologies Inc. (company) — Registrant
• Social Capital Hedosophia Holdings Corp. II (company) — Former Company Name
• September 6, 2025 (date) — Date of earliest event reported
• 410 N. Scottsdale Road, Suite 1000 (location) — Principal Executive Office Address
• Tempe, AZ 85288 (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share OPEN The Nasdaq
• $35 million — Stock ") for an aggregate investment of $35 million in a private offering, Eric Wu agreed t
• $5 million — on Stock for an aggregate investment of $5 million in a private offering, and certain othe
• $1 million — on Stock for an aggregate investment of $1 million in a private offering (collectively, th
• $1 — z Nejatian's annual base salary will be $1. Kaz Nejatian shall not be eligible to
• $6.24 — sing stock price that equals or exceeds $6.24 over the sixty (60) trading day period
• $25 — xceeds specified thresholds starting at $25 per share. The second performance-base
• $9 — sing price stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33) over
• $13 — price stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33) over a six
• $17 — e stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33) over a sixty (6
• $21 — ck price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33) over a sixty (60) tr
• $29 — urdle (equal to $9, $13, $17, $21, $25, $29 and $33) over a sixty (60) trading day
• $33 — qual to $9, $13, $17, $21, $25, $29 and $33) over a sixty (60) trading day period c
• $15,000,000 — is forfeiting. The awards consist of a $15,000,000 cash make-whole award and a restricted

Filing Documents

• ef20055426_8k.htm (8-K) — 56KB
• ef20055426_ex99-1.htm (EX-99.1) — 23KB
• 0001140361-25-034609.txt ( ) — 219KB
• open-20250906.xsd (EX-101.SCH) — 4KB
• open-20250906_lab.xml (EX-101.LAB) — 21KB
• open-20250906_pre.xml (EX-101.PRE) — 16KB
• ef20055426_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. On September 10, 2025, the Company issued a press release announcing the PIPE Transactions, the election of its new directors, and the appointment of its new Chief Executive Officer. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01

Item 8.01. Other Events. In connection with the Khosla Ventures Purchase Agreement, Khosla Ventures Opportunity III, LP agreed to certain customary standstill and non-disparagement provisions that remain in place until ninety (90) days after the date on which Keith Rabois has ceased to serve as a director of the Company, as well as certain voting commitments that remain in place for so long as Khosla Ventures Opportunity III, LP and its affiliates are the record or beneficial owners of any of the shares of Common Stock purchased pursuant to the PIPE Transactions. In connection with the Eric Wu Purchase Agreement, Eric Wu agreed to certain customary standstill and non-disparagement provisions that remain in place until ninety (90) days after the date on which Eric Wu has ceased to serve as a director of the Company, as well as certain voting commitments that remain in place for so long as Eric Wu and his affiliates are the record or beneficial owners of any of the shares of Common Stock purchased pursuant to the PIPE Transactions. The Purchase Agreements also contain transfer restrictions that remain in place until the first (1st) anniversary of the closing date.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release, dated September 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPENDOOR TECHNOLOGIES INC. Date: September 11, 2025 By: /s/ Selim Freiha Name: Selim Freiha Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR