Opendoor Technologies Files 8-K with Material Agreement Update

TL;DR

OPEN just filed an 8-K - new material agreement incoming.

AI Summary

Opendoor Technologies Inc. filed an 8-K on November 21, 2025, reporting an entry into a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Social Capital Hedosophia Holdings Corp. II, is headquartered in Tempe, AZ.

Why It Matters

This filing indicates a significant new agreement for Opendoor Technologies, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Players & Entities

• Opendoor Technologies Inc. (company) — Registrant
• November 21, 2025 (date) — Date of earliest event reported
• Social Capital Hedosophia Holdings Corp. II (company) — Former company name
• Tempe, AZ (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share OPEN The Nasdaq
• $9.00 — The Warrants have an exercise price of $9.00 per Series K Warrant, $13.00 per Series
• $13.00 — se price of $9.00 per Series K Warrant, $13.00 per Series A Warrant and $17.00 per Ser
• $17.00 — arrant, $13.00 per Series A Warrant and $17.00 per Series Z Warrant. The Warrants are

Filing Documents

• ef20059583_8k.htm (8-K) — 42KB
• ef20059583_ex4-1.htm (EX-4.1) — 423KB
• ef20059583_ex5-1.htm (EX-5.1) — 18KB
• ef20059583_ex99-1.htm (EX-99.1) — 24KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 3KB
• image6.jpg (GRAPHIC) — 7KB
• image11.jpg (GRAPHIC) — 9KB
• image14.jpg (GRAPHIC) — 9KB
• image00029.jpg (GRAPHIC) — 3KB
• image00030.jpg (GRAPHIC) — 3KB
• image00031.jpg (GRAPHIC) — 3KB
• logo1.jpg (GRAPHIC) — 9KB
• 0001140361-25-042984.txt ( ) — 785KB
• open-20251121.xsd (EX-101.SCH) — 4KB
• open-20251121_lab.xml (EX-101.LAB) — 21KB
• open-20251121_pre.xml (EX-101.PRE) — 16KB
• ef20059583_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Warrant Dividend Distribution On November 6, 2025, Opendoor Technologies Inc. (the "Company"), announced that the Board of Directors of the Company declared a distribution (the "Warrant Distribution") to the holders of record of the Company's common stock, par value $0.0001 per share (the "Common Stock"), in the form of warrants to purchase shares of Common Stock (the "Warrants"). The Warrants were issued on the terms and conditions described in the Warrant Agreement (as defined below and attached as an exhibit hereto) and were distributed on November 21, 2025, to the record holders of the Common Stock as of the close of business on November 18, 2025 (the "Record Date"). Pursuant to the terms of the Warrant Agreement, dated as of November 21, 2025, between the Company and Equiniti Trust Company, LLC, as Warrant Agent (the "Warrant Agreement"), each holder of record of Common Stock as of the Record Date received three (3) series of Warrants Series K, Series A, and Series Zone (1) Warrant of each series for every thirty (30) shares of Common Stock, rounded down to the nearest whole number. The scheduled expiration date of each series of the Warrants is November 20, 2026, which may be automatically accelerated as specified in the Warrant Agreement (and the Company may elect a later alternate expiration date) for a particular series of the Warrants if, within any period of thirty (30) consecutive trading days after the Distribution Date, there are at least twenty (20) trading days (whether or not consecutive) on which the daily volumeweighted average price of the Common Stock exceeds the applicable early expiration trigger price for such series of the Warrants. The early expiration trigger price for a series of the Warrants is initially equal to 120% of the exercise price of such series of the Warrants, subject to adjustment in accordance with the Warrant Agreement. The Warrants have an exercise price of $9.00

01

Item 7.01 Regulation FD Disclosure. On November 21, 2025, the Company issued a press release announcing the Warrant Distribution, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. No Offer or Solicitation This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The issuance of the Warrants in the Warrant Distribution has not been registered under the Securities Act, as the distribution of a security for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus supplement describing the terms of the Warrants has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov .

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking, including statements regarding the Warrant Distribution, including: the Company's expectations regarding the Warrant Distribution; the anticipated and expected use of proceeds from any proceeds received from the exercise of Warrants; the acceptance to trading of the warrants on the Nasdaq Stock Market; and the price of the Warrants and the existence of a market for the Warrants. These forward-looking statements generally are identified by the words "anticipate", "believe", "contemplate", "continue", "could", "estimate", "expect", "forecast", "future", "guidance", "intend", "may", "might", "opportunity", "outlook", "plan", "possible", "potential", "predict", "project", "should", "strategy", "strive", "target", "vision", "will", or "would", any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks include, but are not limited to market risks, trends and conditions. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the SEC on February 27, 2025, as updated by the Company's Quarterly Reports on Form 10-Q and other filings with the SEC. These filings identify and address other important

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. EXHIBIT DESCRIPTION 4.1 Warrant Agreement (including Form of Warrant), dated November 21, 2025, by and between the Company and Equiniti Trust Company, LLC, as Warrant Agent. 5.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 99.1 Press Release regarding Warrant Dividend Distribution issued by Opendoor Technologies Inc. , dated November 21, 2025. 104 Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Opendoor Technologies Inc. Date: November 21, 2025 By: /s/ Kaz Nejatian Name: Kaz Nejatian Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR