OPEN 10-K & 10-Q changes, risk factors and insider trading

In the course of conducting our business operations, we are exposed to a variety of risks. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. Any of the risk factors we describe below have affected or could materially and adversely affect our business, financial condition, results of operations and prospects. The market price of shares of our common stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Forward-Looking Statements.”

•overall conditions in the housing market, including macroeconomic shifts in supply or demand, and increases in costs for homeownershomeowners, such as property taxes, homeowners’ association fees and the availability and/or affordability of insurance, including as a result of more frequent and severe natural disasters or severe weather due to climate change;

•federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single-family homes or the residential real estate industry in general, such as the Taxrecently Cutsenacted andOne JobsBig Beautiful Bill Act of 2017,(“OBBBA”), which limitedmade permanent the limitation on deductions of certain mortgage interest expenses and property taxes; or

We have incurred net losses on an annual basis since we were founded. We incurred net losses of $1.3 billion, $392 million, $275 million, and $1.4$275 billionmillion for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. We had an accumulated deficit of $3.7$5.0 billion and $3.3$3.7 billion as of December 31, 20242025 and 2023,2024, respectively. In the longer term, we expect to make future investments in developing and expanding our business, including technology, recruitment and training, marketing and pursuing strategic opportunities. These investments may not result in increased revenue or growth in our business. Additionally, we may incur significant losses in the future for a number of reasons, including the following:

•our inability to grow market shareshare, including those in our existing markets or any new marketswhich we mayhave enterless operating history;

•our failure to realize anticipated efficiencies through our leveraging of AI, technology, business model and cost management strategies;

•costs associated with enhancements of our products and introducing new product offeringsofferings, including costs to enhance engineering and AI capabilities;

•loss in value of real estate due to changes in market conditions in the areaareas in which real estate or assets are located;

Our business model and technology isare still nascent compared to the business models of the incumbents in the U.S. residential real estate industry. We launched our first market in 2014 and do not have a long operating history. Our operating results are not predictable and our historical results may not be indicative of our future results. Few peer companies exist and none have yet established long-term track records that might assist us in predicting whether our business model and strategy can be implemented and sustained over an extended period of time. It may be difficult for you to evaluate our potential future performance without the benefit of established long-term track records from companies implementing a similar business model. We may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.

•our continued ability to develop and improve our technology to support our business modelmodel, including our ability to leverage AI to drive operational efficiency and improve the customer experience;

Our business model depends on our ability to continue to attract customers to our digital platform and the products we offer and to enhance customers’ engagement with our products in a cost-effective manner. New entrants may continue to join our market categories. Our existing and potential competitors include companies that operate, or could develop, national and/or local real estate businesses offering services to home buyers or sellers, including real estate brokerage services, mortgage services, title insurance, and escrow services.

Some of our competitors may have well-established national reputations and may market similar products and services. These companies may be larger than us and have significant competitive advantages, including better name recognition, greater resources, greater technological capabilities, including a more successful integration of AI features, longer operating histories, more industry experience, lower cost of funds and additional access to capital, and a broader set of offerings than we currently do. These companies may also have higher risk tolerances or different risk assessments than we do. In addition, these competitors could devote greater financial, technical and other resources than we have available to develop, grow or improve their businesses. Any of our current or future competitors could merge with each other or a separate entity, which may enable them to compete with us even more vigorously and acquire a greater share of real estate transactions. If we are not able to continue to attract customers to our platform and products, our business, results of operations and financial condition could be harmed.

WhileOur webusiness havehas experienced rapidperiods growth historically, our business experiencedof significant contraction in the second half of 2022, which continued throughout 2023contraction, and into the first half of 2024. Ifif we are unable to correctmanage thisthese contraction,contractions or adequately scale our operations,business then we may be unable to grow in the future. We also may fail to effectively manage our growth.

While we experienced rapid growth historically, our business has experienced periods of significant contraction. For example, our business contracted significantly in the second half of 2022, which continued throughout 2023 and into the first half of 20242024. asDuring this period, we focused on selling down our old book inventory, which iswas comprisedcomposed of homes purchased before July 1, 2022. We also experienced contraction of our business in the second half of 2025, due in part to low inventory levels as a result of reduced acquisition volumes. We may not be able to reverse suchor manage this or any future contraction and grow our business in the future if we do not, among other things:

•continue to increase the number of customers using our platformplatform, including through leveraging AI to enhance our technology and improve the customer experience;

•increase our market share within existingthe markets and expand into new marketsU.S.;

Furthermore, in order to grow our business, we may need to expandincrease intomarket new markets.penetration. Expanding intoour newmarket marketspenetration may prove to be challenging as somecurrently markets may have very different characteristicsless than the markets we currently operate in, some1% of whichaggregate mayhome bevalue unanticipatedtransacted orannually unknownis conducted online. Attempting to us.grow Theseour differencesmarket share in our less concentrated markets may result in greater pricing uncertainty, as well as higher capital requirements, hold times, repair costs and transaction costs that may result in thosecertain markets being less profitable for us than those thatin which we currentlyhave operatea in.longer Foroperating instance, during 2023, we stopped acquiring inventory in,history and operationallymore supporting,concentrated our markets in Boise, Idaho, Reno, Nevada, and Asheville, North Carolina, because these markets were below the scale required for us to operate in a cost-effective manner and not sufficiently close to another market to leverage its operations.penetration.

We assess and price the homes we buy and sell using data science, proprietary algorithms, AI, and analysis from specially trained employees, incorporating a number of factors, including our knowledge of the real estate markets in which we operate. This assessment includes estimates regarding time of possession, seasonality, macroeconomic and local market conditions, renovation costs and holding costs, transaction costs, and anticipated resale proceeds. Our ability to acquire and resell homes profitably may be negatively impacted if our models lack robust historical data on home sales, material home features, or other market nuances, especially those outside of features and nuances we have previously encountered and modeled in our existingmore 50concentrated markets, or if our assumptions underlying our models are otherwise not accurate. Moreover, the models underlying our AI technologies may be incorrectly designed or implemented or exhibit defects, such as if the data on which our AI technologies are trained is incomplete, inadequate, inaccurate, biased or otherwise of poor-quality, which could result in ineffective or inaccurate outputs. In addition, while changing market conditions are reflected in our pricing for new acquisitions, our previously-acquired inventory and homes under contract to be acquired may be at risk for potential market volatility. These factors, in turn, could negatively impact our revenue growth if resulting valuations are too low and/or fees are too high, or our profitability, if valuations are too high and/or fees are too low. In addition, inaccuracies in our models could result in us acquiring too many or too few properties to maximize profitability.

Once we have acquired a home, we may decrease our anticipated resale price for reasons such as unknown defects related to home condition requiring remediation, lower/higher than forecasted demand/supply, or other detractors that were unknown or missed at the time of acquisition. Shortages in building supplies, supply chain disruptions, and shortages and disruptions in the availability of third-party labor can also delay our ability to renovate and resell homes in a timely manner. These risks may be heightened whenin the markets where we expandhave intoless newoperating marketshistory or penetration, where we may not have similar levels of knowledge and experience as we do in the markets where we currentlyhave operate.longer operating history or greater penetration. These factors could negatively impact our revenue, gross margins and results of operations, which could have a material adverse effect on our business, financial condition and results of operations.

A critical component of our business model is managing inventory exposure and balancing growth, margin, and risk. Our purchases of homes are based in large part on our estimates of projected demand. If actual sales are materially less than our forecasts, we would experience an over-supplyoversupply of inventory. An over-supplyoversupply of home inventory will generally cause downward pressure on our sales prices and margins and increase our average days to sale. Our inventory of homes purchased has typically represented a significant portion of total assets. Having such a large portion of our total assets in the form of non-income producing home inventory for an extended period of time subjects us to significant holding costs, including financing expenses, maintenance and upkeep, insurance, property taxes, homeowners’ association fees, and other expenses that accompany the ownership of residential real property and increased risk of depreciation of value. Disruptions in the supply chain for materials, such as paint and carpet, and constraints in the market for labor necessary to restore and resell home inventory could lengthen the period of time during which we must hold home inventory. In addition, certain regulations may impede our ability to expeditiously sell inventory to buyers with mortgage loan restrictions. For example, Federal Housing Administration (“FHA”) insured loans require that the seller has owned the home for at least 90 days prior to closing, which could also lengthen the period of time during which we must hold home inventory.

In addition, the value of homes in inventory may decline, and we could experience losses as a result, which in the aggregate could be detrimental to our business and results of operations. For example, due in part to macroeconomic factors such as increased interest rates and lower consumer confidence stemming from recession risk, in the second half of 2023 and most of 2024,2024 and 2025, market clearance rates slowed, which resulted in reduced pace of our resales. As a result, we reduced home-level prices to stay in line with our clearance rate targets, which adversely affected our results of operations, and may adversely affect our results of operations in the future. Furthermore, if we have excess inventory or our average days to sale increases, as was the case in the second half of 2022 alongside home price value decreases, the results of our operations may be adversely affected because we may be unable to liquidate such inventory at prices that allow us to meet margin targets or to recover our costs.

In order to operate more efficiently and control costs, from time to time, we undertake restructuring plans and other cost savings initiatives, which include workforce reductions as well as changes to our business strategy. These plans are intended to generate, among other things, operating expense savings and improved margins. For example, in November 2024, we implemented a reduction in force affecting approximately 17% of our employees, and in July 2024, we deconsolidated our subsidiary, Mainstay Labs Inc., in which we retain less than 50% ownership on a fully diluted basis. In addition, during the third quarter of 2025, we further reduced spend on external software, software vendors, and external consultants.

DecliningDeclines in real estate values have resulted in, and could continue to result in, inventory valuation adjustments, which have and may continue to adversely affect our financial condition and operating results.

There are risks inherent in owning properties and inventory risks are substantial for our business. Home prices have been and can be volatile, and the values of our inventory have fluctuated and may continue to fluctuate significantly. As a result of such fluctuations, we have in the past and may in the future incur inventory valuation adjustments. We periodically review the value of our properties to determine whether their value, based on market factors and generally accepted accounting principles, has decreased such that it is necessary or appropriate to record an inventory valuation adjustment in the relevant accounting period. As a result of such review, we recorded an inventory valuation adjustment of $57 million in 2024,2025, of which $25$19 million related to homes remaining in inventory at December 31, 2024.2025. These adjustments, based upon anticipated, but not realized losses, caused an immediate reduction of net income and a corresponding decrease in real estate inventory in the accounting period identified. Even if we do not determine that it is necessary or appropriate to record an inventory valuation adjustment in the current financial period, a reduction in the estimated net realizable value of a property could subsequently manifest and would therefore affect our earnings and financial condition at that time.

Launches of new product or service offerings and expansions of existing products, like our List with OpendoorCash and OpendoorCash MarketplacePlus products,offerings, may consume significant financial and other resources and may not achieve the desired results.

We regularly evaluate launching new product or service offerings to our customers, as well as expanding existing offerings. For example, during the third quarter of 2025, we launched over a dozen new products or features for existing products. Also in late 2025, we began expanding our buybox from a limited set of geographies to effectively nationwide coverage across the contiguous United States, with the ability to make offers in substantially all residential zip codes. In early 2026, we launched a mortgage business in Colorado and plan to expand into additional states. In addition, we aim to increase our value to each homeowner by launching or expanding services such as homeowners’ insurance and warranty services. Such offerings may require significant expenses, new sources of capital and financing, and time of our key personnel. New or expanded product and service offerings may also subject us to new regulatory environments, which could increase our costs as we evaluate compliance with the new regulatory regime. Despite the expenses and time devoted to launching new or expanded product or service offerings, we may fail to achieve the financial and market share goals anticipated, which may adversely affect our business and results of operations.

For example, our Opendoor MarketplaceCash product is only available in a limited numbercertain of our markets, and our ListCash with OpendoorPlus product, while currently available in nearly all ofzip codes in the contiguous 48 states, has a limited operating history. Additionally, our markets,mortgage hasservices are only available in one market and have a limited operating history. Expanding offerings such as our ListCash, withCash OpendoorPlus, and Opendoor Marketplacemortgage products and setting up new offerings comes with substantial upfront costs and we may not achieve profitability in time, if at all, to make up for those costs. Further, there is no guarantee that buyers and sellers will want to transact in a manner contemplated by such offerings, or that we will be able to attract a sufficient number of sellers toand attract buyers, or a sufficient number of buyers to attract sellers.buyers. In addition, we may encounter difficulties in building and marketing new offerings, such as obtaining the necessary licensing and staffing, complying with local regulations, building a marketing apparatus for the offering, or standing up other business operations. These difficulties could make expandingour recent expansion to new markets too slow to cover the fixed and upfront costs of setting up thenew marketplace.and expanded offerings. Incumbents in the industry may also organize efforts to oppose our innovations and find ways to use existing regulations, or convince authorities to make new regulations that would make our business model unviable. Even if we are successful, it may attract competitors who reduce the size of our market or its economic viability. Those competitors may have strategic advantages that make them better able to provide marketplace services or expand those services to newour markets faster than we can, and we may be unable to compete in a sustainable way. AsAfter weour expandrecent tomarket new markets,expansion, we may find that local preferences, conditions, or regulations differ fromin our othernewer markets compared to the markets in which we have a longer operating history such that the benefits of scale do not materialize. In addition, developing and marketing our ListCash, withCash OpendoorPlus, and Opendoor Marketplacemortgage products could have higher costs than anticipated and could adversely impact our results or dilute our brand.

Our long-term success depends in part on our ability to continue to attract more buyers and sellers to our platform in each of our markets. We believe that an important component of our growth will beis the attraction of potential customers to our website and mobile application. Our marketing efforts may not succeed for a variety of reasons, including changes to search engine and social network algorithms, ineffective campaigns across marketing channels, and limited experience in certain marketing channels. We may also be unable to deliver a sufficiently rewarding experience on mobile devices whether through our mobile website or mobile application, which may make us unable to attract and retain customers. External factors beyond our control may also affect the success of our marketing initiatives, such as filtering of our targeted communications by email servers, buyers and sellers failing to respond to our marketing initiatives, and competition from third parties. Any of these factors could reduce the number of customers coming to our platform. We also believe that the brand identity that we have developed is a significant factor in the success of our business, and maintaining and enhancing the Opendoor brand is critical to maintaining and expanding our customer base and current and future partners. Failure to promote or maintain our brand, or incurring excessive costs in this effort, could adversely affect our growth, results of operations, and financial condition.

A significant portion of our expenses are fixed and do not vary proportionately with fluctuations in revenues. We need to maintain and continue to increase our transaction volumes to benefit from operating efficiencies and continue to optimize our cost structure. When we operate at less than expected capacity, fixed costs are inflated and represent a larger percentage of overall cost basis and percentage of revenue. Due to our fixed cost base, our operating results can vary significantly based on transaction volumes in any given period. For example, our fixed costs have not decreased proportionately to our decreasing revenue, beginning in the second quarter of 2022. This contributed to increased losses in 2022, 2023, and 2024 when transaction volumes declined. If we are unable to effectively adapt or optimize our cost structure to offset declines in our revenue, including as a result of cost structure reduction initiatives we began implementing in 2024,2024 and additional AI efficiencies we began implementing in 2025, it could have a material adverse effect on our growth, results of operations, and financial condition.

In order to grow our business, we anticipate that we will continue to depend on relationships with and the financial success of third parties, such as settlement service providers, lenders, real estate agents, valuation companies, home inspectors, vendors we use to service and repair our homes, third-party partners we rely on for referrals, such as homebuilders and online real estate websites, and institutional buyers of our inventory, such as single-family rental REITs. If these third parties experience financial distress, our relationships may be adversely impacted. Identifying partners, negotiating and documenting agreements with them, and establishing and maintaining good relationships requires significant time and resources. Furthermore, in order to grow our business, we are offering more direct-to-consumer product offerings, which may impede our ability to maintain productive relationships with certain of our third-party partners.

TheWe rely on highly skilled personnel and the loss of one or more of our key personnel, or our failure to attractattract, motivate and retain other highly qualified personnel in the future, could harm our business.

Our success depends upon the continued service of our senior management team and successful transitions when management team members pursue other opportunities. In addition, our business depends on our ability to continue to attract, motivate, and retain a large number of skilled employees across all of our product lines. Furthermore, much of our key technology and processes are custom-made for our business by our personnel. The loss of highly skilled or key personnel, including key members of management,our senior management team, could materially and adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements.replacements on a timely basis or at all. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees in a cost-effective manner, our business could be harmed.

Our business is more concentrated in certain geographic markets. Exposure to local economies, regional economic downturns, severe weather, or catastrophic occurrences, or other disruptions or events may materially adversely affect our financial condition and results of operations.

As of December 31, 2024,2025, we werehad innationwide 50 marketscoverage across the contiguous United States.States, with the ability to make offers in substantially all residential zip codes. For the year ended December 31, 2024,2025, a majority of our revenue was generated from our top-ninetop-ten markets by revenue. Local and regional conditions in these markets may differ significantly from prevailing conditions in the United States or other parts of the country. As a result, any unforeseen events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability. These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; demographic and population shifts and migration; possible lack of availability of mortgage funds and homeowners’ insurance; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; increased labor costs; unemployment; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; changes in meteorological or climatic conditions; and uninsured damages from floods, hurricanes, tornadoes, wildfires, earthquakes or other natural disasters or severe weather events, which may become more frequent or severe as a result of climate change.

We primarily acquire homes directly from consumers and there can be no assurance of an adequate supply of such homes on terms that are attractive to us. A reduction in the availability of or access to inventory, including due to macroeconomic conditions,conditions or regulatory changes, could have a material adverse effect on our business, sales, and results of operations. Additionally, we evaluate thousands of potential homes daily using our proprietary pricing model.model and AI capabilities. If we fail to adjust our pricing to stay in line with broader market trends, or fail to recognize those trends, it could adversely affect our ability to acquire and resell inventory.

Additionally, in acquiring our inventory, we compete with individual private home buyers and small-scale investors, as well as institutional investors and real estate companies. Potential home sellers may also prefer more traditional methods of selling real estate, such as listing their home on the MLS with a real estate broker, rather than using our solution to sell their home directly to Opendoor. Certain of our competitors may be larger in certain of our markets and may have greater financial or other resources than we do. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. Competition may result in less inventory, higher acquisition costs, or lower profitability Our ongoing ability to acquire homes is critical to our business model. A lack of available homes that meet our purchase criteria may have adverse effects on our ability to reach our desired inventory levels, our desired portfolio diversification, and our results of operations. For example, during 2023 and 2024, historically low listing volumes, due in part to macro uncertainty in the housing market and elevated mortgage rates, constrained the supply of homes on the market and limited our access to desirable inventory.profitability.

TheHowever, the secondary market for mortgage loans continues to currently primarily desire securities backed by Fannie Mae, Freddie Mac, or Ginnie Mae, and we believe the liquidity these agencies provide to the mortgage industry is important to the housing market. Any significant adverse change regarding the long-term structure and viability of Fannie Mae and Freddie MacMac, including their financial condition or underwriting criteria, could result in adjustments to the size of their loan portfolios and to guidelines for their loan products.products and materially and adversely affect our mortgage business. Additionally, a reduction in the availability of financing provided by these institutions could adversely affect interest rates, mortgage availability, and sales of new homes and mortgage loans.

Moreover, certain insurance companies doing business in our markets could restrict, curtail or suspend the issuance of homeowners’ insurance policies on single-family homes. This could both reduce the availability of hurricane, fire, and other types of natural disaster insurance, in general, and increase the cost of such insurance to prospective purchasers of homes. Mortgage financing for a new home is also conditioned, among other things, on the availability of adequate homeowners’ insurance. There can be no assurance that homeowners’ insurance will be available or affordable to prospective purchasers of our homes. Long-term restrictions on, or unavailability of, homeowners’ insurance could have an adverse effect on the residential real estate industry in our markets and on our business.

From March 2022 to July 2023, the Federal Reserve Board raised its benchmark rate multiple times from 0.25% to 5.50%. While the Federal Reserve Board has since decreased the benchmark rate to 4.50%,3.75%, mortgage interest rates remain elevated compared to recent historical levels. As a result of these significantly elevated interest rates, the cost of financing a home purchase has increased significantly for the typical home buyer, which has reduced the affordability of mortgage financing and resulted in a decline in the demand for our homes. Future increases in mortgage rates could further decrease our buyers’ ability or desire to obtain financing, which would adversely affect our business and financial results.

Any limitation on, or reduction or elimination of, tax benefits associated with homeownership and/or selling residential real estate would have an adverse effect upon the demand for homes, which could adversely affect our business and financial results.

While federal income tax laws and, in many cases, state income tax laws generally permit certain significant expenses associated with homeownership, primarily mortgage interest expense and property taxes, to be deducted for the purpose of calculating an individual’s taxable income, the ability to deduct mortgage interest expense and property taxes for federal and state income tax purposes is subject to significant limitations. For example, the Tax Cuts and Jobs Act of 2017 introduced a cap on the amount of state and local taxes (including property taxes) that could be deducted from income for U.S. federal income tax purposes (the “SALT deduction”) and further limited the deduction of interest paid on certain home mortgages. Although the OBBBA increased the cap for the SALT deduction through December 31, 2029, the bill also made permanent the limitation on interest paid on certain home mortgages. In addition, federal and many state income tax laws provide capital gains tax exemptions for certain residential real estate sales, but these exemptions are often subject to caps and other significant limitations. The federal government or a state government may change its income tax laws by eliminating, further limiting or otherwise substantially reducing these income tax benefits, which may increase the after-tax cost of owning a new home for many of our potential homebuyers.homebuyers, or reduce incentives for home sellers. Any such future changes may have an adverse effect on the residential real estate industry in general. For example, the loss or reduction of some or all homeowner tax deductions or tax exemptions for home sellers could decrease the demand for new homes.homes or decrease the supply of available homes, respectively. Any such future changes could also have a material adverse impact on our business, results of operations, and financial condition.

The residential real estate industry faces significant pressure from private lawsuits and investigations by the Department of Justice (the “DOJ”) with regards to antitrustantitrust, the display of listings on and off the MLS, and other issues, including with respect to lawsuits and investigations in which we are not a named party.

On March 15, 2024, NAR entered a settlement agreement to resolve on a class-wide basis the claims against NAR in the NAR Class Action. In addition to a monetary payment of $418 million, NAR agreed to change certain business practices, including changes to cooperative compensation and buyer agreements, which went into effect on August 17, 2024. Specifically, among other things, the NAR settlement agreement: (1) prohibits NAR and REALTOR® MLSs from requiring that listing brokers or sellers make offers of compensation to buyer brokers or other buyer representatives; (2) prohibits NAR, REALTOR® MLSs and MLS participants from making an offer of compensation on the MLS; and (3) requires all REALTOR® MLS participants to enter into a written buyer agreement specifying compensation before taking a buyer on tour. The NAR settlement received final court approval on November 26, 2024. Class action suits raising similar or related claims are pending and the outcome of the NAR Class Action may result in additional such actions being filed.

The revised NAR rules and practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate professionals interact with consumers and real estate commissions are communicated, negotiated, calculated, or paid, which may in turn meaningfully impact how home buyers and sellers engage with real estate professionals in the course of buying and selling a home. Without mandated commission sharing, for example, we may see the introduction of hourly or a la carte services. Home lending rules and norms do not currently allow buyers to include buyer’s agent compensation in the balance of a home loan, which may impair the ability of homebuyers to pay their agent fees when purchasing a home. If such changes have the effect of reducing buyer demand for homes, it would adversely impact our financial condition and results of operations. In addition, as a result of the NAR settlement, we have begun to offer concessions to certain buyers instead of paying buyer broker commissions. The Company treats buyer concessions as a reduction to revenue. This could negatively impact our revenue and gross profit, but is expected to have a neutral impact on our Contribution Profit (Loss) and (Loss) income from operations. Contribution Profit (Loss) is a non- GAAPnon-GAAP financial measure. See “—Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for further details and a reconciliation of Contribution Profit (Loss) to its nearest comparable GAAP measure.

We frequently need to renovate or repair homes prior to listing for resale. We rely on third-party contractors and sub-contractors to undertake these renovations and repairs. These third-party providers may not be able to complete the required renovations or repairs within our expected timeline or proposed budget. Labor and supply shortages, as well as increased demand for home construction, may exacerbate these delays and increase our costs. The cost and availability of labor may be adversely affected by changes in regulatory policy and enforcement and trends in labor migration. In addition, the inflation we have experienced in recent years has increased the cost of goods and services that we consume, such as labor and materials costs for home repairs. Moreover, the current U.S. presidential administration has implemented tariffs on importscertain goods and services imported from Canada, Mexico, China, and China,other countries, and has promoted plans to implement tariffs on other countries and pursue other trade policies intended to restrict imports, which may further increase the cost of materials for home repairs. We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation.

We may acquire or dispose of businesses or pursue other businesses,strategic transactions, which could require significant management attention, disrupt our business, dilute or adversely impact stockholder value, and adversely affect our operating results.

Market Penetration in Existing Markets

Residential real estate is one of the largest consumer markets in the United States, of which less than 1% of the estimated $1.7 trillion of home value transacted annually is conducted online. Given the fact that we operate in a highly fragmented industry and offer a differentiated value proposition to the traditional offline selling process, we believe there is significant opportunity to expand our sharemarket in our existing markets.share. By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth awareness and trust in our platform.

We are steadily growing our reach via our partnershipPartnership channels with homebuilders, agents, and online real estate platforms.platforms are an important source of leads for our business. We have relationships with two of the largest online real estate platforms, Zillow and Redfin, which together reach millions of unique monthly visitors.visitors Weand launched our partnership with Zillow, Inc. in early 2023, allowingallow home sellers on the Zillow, Inc. platform to request an offer directly from Opendoor. In addition to driving incremental acquisitions, we expect these partnerships can build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our flagship cash offer.

MarketGeographic Footprint

Our success with title insurance and escrow services helps validate our view that customers prefer an online, integrated experience. We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over timetime, including through potential strategic transactions, growth opportunities or partnerships, with the expectation that these adjacent services will continue to improve our unit economics.

•Platform efficiency improvements through greater use of generative AI, automation and self-service;

•Incremental attach of services, which supplement the core transaction margin profile; and

Effectively managing our overall inventory position and balancing growth, margin, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and willexpect to continue to do so. As part of our overall risk management framework, we consider both individual market and aggregate portfolio exposures. We typically seek to maximize the resale margin performance of our inventory in the context of managing overall risk and inventory health through monitoring sell-through rates, holding periods, and portfolio aging, and we will adjust down listed prices on our inventory when appropriate to stay in-line with market sell-through rates and drive resale clearance. We also adjust the spreads embedded in our offers to respond to current market conditions, both at a macro and local level. (Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee of 5%.fee.)

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the multiple listing services (“MLS”)). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of December 31, 2024,2025, such homes represented 46%33% of our portfolio, compared to 25%37% for the broader market when filtered for the types of homes we are able to underwrite and acquire based on characteristics such as market, price range, home type, home location, year built and lot size (which we refer to as our “buybox”). This metric fluctuates based on seasonal factors, market dynamics, and our resale strategies. In the fourth quarter, we implemented fewer home-level price reductions as the market slowed, opting not to sell inventory into a low-demand environment. Meanwhile, delistings continued to rise, with over one in four home sellers removing their listings from the MLS rather than going into contract. The combination of slower price reductions and rising delistings resulted in longer listing times compared to market participants who took a more aggressive pricing approach or were willing to delist their homes from the market. Additionally, beginning in mid-May, we intentionally slowed our home acquisition pace in response to our risk management objectives and broader macroeconomic uncertainty. When newly acquired homes represent a smaller proportion of our overall inventory, average days on market for our portfolio generally increases.

The residential real estate market is seasonal, with greater demand and home price appreciation from home buyers in the spring and summer, and typically weaker demand and lower home price appreciation in late fall and winter. In general, we expect our financial results and working capital requirements to reflect seasonal variations over time. However, other factors, including growth, market expansion and changes in macroeconomic conditions, such as rising inflation and interest rate increases,fluctuations, have obscured the impact of seasonality in our historical financials and we expect may continue to do so.

(4)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 taxestaxes. andSelling costs are included in Sales, marketing and operations.operations on the Consolidated Statements of Operations.

(5)Holding costs primarily include mainly property taxes, insurance, utilities, homeowners association dues, cleaningdues and maintenance costs. Holding costs are included in Sales, marketing, and operations on the Consolidated Statements of Operations.

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense.expense, and the amortization of stock-based compensation capitalized to internally developed software (“IDSW”). It excludes expenses that are not directly related to our revenue-generating operations such as restructuring andrestructuring, legal contingency accruals.accruals, and CEO make-whole provision. It also excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repayterminate or partially extinguish portions of our outstanding credit facilities and the 0.25%or convertible senior notes due in 2026 (the "2026 Notes") early; these expenses are not reflective of ongoing operating results and vary in frequency and amount. It also excludes goodwill impairment. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above. Our calculation of Adjusted Net Loss does not currently include the tax effects of the non-GAAP adjustments because our taxes and such tax effects have not been material to date.

(2)Represents amortization of acquisition-related intangible assets. The acquired intangible assets had useful lives ranging from 1 to 5 years and amortization was expectedincurred until the intangible assets were fully amortized in 2024.

(34)Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value. See “—Critical Accounting Policies and Estimates — Real Estate Inventory.”

(67)Restructuring costs consist primarily of severance and employee termination benefits and bonuses incurred in connection with the elimination of employees’ roles.roles, Additionally,consulting thesefees costs includeand expenses related to the termination of certain non-cancelable leases and consulting fees incurred during the restructuring process.

(911)Includes (i) amortization of debt issuance costs andcosts, loan origination fees, commitment fees, unused fees, and other interest relatedinterest-related costs on our asset-backed debt facilities, and (ii) amortization of debt issuance costs and debt discounts and interest expense related to theour 2026convertible Notessenior outstanding, and interest expense on other secured borrowings.notes.

Sales, marketing and operations expense consists primarily of broker commissions (paid to the home buyers’ real estate agents and third-party listing agents, if applicable), resale closing costs, holding costs related to real estate inventory including property taxes, insurance, utilities, propertyhomeowners taxesassociation 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 operations such as salaries, benefits and stock-based compensation.

Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated.eliminated, Additionally,consulting thisfees, includesand expenses related to the termination of certain non-cancelable leases and consulting fees incurred during the restructuring process. See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 20. Restructuring” for additional information regarding restructuring expenses.

(Loss) Gain on Extinguishment of Debt (Loss) gain on extinguishment of debt isconsists primarily related to the Company’s partial repurchase of the 2026 Notes at a discount net of unamortized deferred costs associated with the 2026 Notes. Gain on extinguishment of debt also includes any gains or losses recognized in conjunction with the termination of debt facilities,or partial debt extinguishments,extinguishment of debt facilities and convertible senior notes and the derecognition of associated unamortized deferred costs associated with these facilities.costs. See “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5. Credit FacilitiesFacilities, Long-Term Debt, and Long-Term Debt—Convertible Senior Notes” for additional information regarding the 2026convertible Notes.senior notes.

Other Income (Loss) — Net

Other income (loss) – net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income, from our investment in equity securities, and gains from deconsolidation.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements,” “Risk Factors,” or in other parts of this Quarterly Report on Form 10-Q, and in “Part I - Item 1A. Risk Factors” in our Annual Report.Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

The U.S. housing market remains constrained by elevated mortgage rates and persistent affordability challenges. Existing home sales remain at a seasonally adjusted annual rate of around 4 million units, representing a 30-year low and roughly 20% below the pre-pandemic decade average of approximately 5 million annual sales. As of MarchJune 2026, home prices were modestlyroughly downflat year-over-year, reflecting continued buyer hesitancy.year-over-year. Inventory levels remainedare modestly constrained, representing justnearly over 45 months of supply as of MarchJune 2026. MortgageAfter rates declinedfalling to approximatelyjust 6.2% in November from highs around 7% earlier in the year, and briefly fell belowunder 6% in late February 2026, beforemortgage risingrates backrose tothrough the second quarter, ending June in the mid-6% range by the end of the first quarter of 2026.range. Seller-buyer disconnect persists, with delistings (homes withdrawn from the market without selling) reaching the highest levels in Opendoor’s operating history.

In response to these market conditions, we maintained a disciplined, data-driven approach to managing our business, dynamically adjusting our pricing strategies to balance growth, margin, and risk. InWe 2025 we had elevated spread levels in response to this uncertainty and expandedcontinued our agent-led distribution channel and capital-light product initiatives. Beginning in the fourth quarter of 2025, we refined our hightailored spread policy to adopt a more tailored approach, providing stronger offers for higher-quality homes with greater expected resale velocity while maintaining higher spreads for lower-quality homes with elevated risk and slower resale clearance expectations. We believe thesethis refinementsapproach will continue to increase the likelihood of offer acceptance among higher-quality homes, improve the overall quality mix of homes in our portfolio, and support faster sell‑through. In addition, we dynamically adjust list prices to calibrate to market sell‑through rates and drive resale clearance. We closely monitor macroeconomic developments and remain agile in our decision-making, enabling us to respond effectively to shifts in interest rates and broader market conditions.

Partnership channels with homebuilders, agents, and online real estate platforms are an important source of leads for our business. We have relationships with twothree of the largest online real estate platforms, ZillowZillow, Realtor.com, and Redfin, which together reach millions of unique monthly visitors and allow home sellers to request an offer directly from Opendoor. In addition to driving incremental acquisitions, we expect these partnerships canto build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our flagship cash offer.products.

We believe home sellers and buyers value simplicity and certainty. To that end, we are building an online, integrated suite of home services, which currently includes title insurance, escrow services, mortgage and real estate brokerage services.

Our success with title insurance and escrow services helps validate our view that customers prefer an online, integrated experience. In the first quarter of 2026, we launched a mortgage product offering through Opendoor Home Loans LLC, which we believe over time can improve our customer experience and unit economics by integrating mortgage financing directly into our home transaction platform. We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over time, including through potential strategic transactions, growth opportunitiesopportunities, or partnerships, with the expectation that these adjacent services will continue to improve our unit economics.

•Incremental attach of services, which supplement the core transaction margin profile; and

Effectively managing our overall inventory position and balancing growth, margin, resale velocity, and risk are critical to our financial performance. Since our inception, we have prioritized investment in our pricing capabilities across our home acquisition processes and our forecasting and resale systems, and expect to continue to do so. As part of our overall risk management framework, we consider both individual market and aggregate portfolio exposures. We typicallyprioritize seekresale speed to maximizereduce themarket resaleexposure marginand performanceto of oursupport inventory in the context of managing overall riskhealth, and inventorywe health through monitoringmonitor sell-through rates, holding periods, and portfolio aging, andcalibrating weour will adjust down listedlist prices on our inventory when appropriate to stay in-line with market sell-through rates and drive resale clearance. We also calibrate the spreads embedded in our offers based on home-specific attributes, including expected resale velocity and risk profile, as well as local market conditions. Spreads are defined as total discount to our home valuation at time of offer less the Opendoor service fee.

Real estate inventory is reviewed for valuation adjustments on a quarterly basis. If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase. We recorded inventory valuation adjustments of $9$14 million and $13$23 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and March$21 31,million and $34 million during the three and six months ended June 30, 2025, respectively. See “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Real Estate Inventory” in our Annual Report on Form 10-K for the year ended December 31, 2025.

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the multiple listing services (“MLS”)). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of MarchJune 31,30, 2026, such homes represented 10%9% of our portfolio, compared to 33%27% for the broader market when filtered for the types of homes we are able to underwrite and acquire based on characteristics such as market, price range, home type, home location, year built and lot size (which we refer to as our “buybox”). This metric fluctuates based on seasonal factors, market dynamics, and our resale strategies.

(5)Restructuring costsexpense consistconsists primarily of severance and employeeother termination benefits for employees whose roles have been eliminated, consulting fees, and bonusesexpenses related to the termination of certain leases incurred in connection withduring the eliminationrestructuring of employees’ roles and consulting fees.process.

(Loss) gain on Extinguishment of Debt (Loss) gain on extinguishment of debt consists primarily of gains or losses recognized in conjunction with the termination or partial debt extinguishment of debt facilities and convertible senior notes and the derecognition of associated unamortized deferred costs.

Revenue decreased by $433$684 million, or 38%,44%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in revenue was primarily attributable to lower sales volumes in the firstsecond quarter of 2026, which was driven by meaningfully lower homes in inventory entering the quarter. We began the firstsecond quarter of 2026 with 2,8673,420 homes in inventory, compared to 6,4177,080 homes at the beginning of the firstsecond quarter of 2025. We sold 1,9212,339 homes during the three months ended MarchJune 31,30, 2026, compared to 2,9464,299 homes during the three months ended MarchJune 31,30, 2025, representing a decrease of 35%.46%. Revenue per home sold decreasedincreased 4% between the same periods.

Cost of revenue decreased by $406$642 million, or 39%,45%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in cost of revenue was primarily attributable to lower sales volumes and partially offset by a 6%2% decreaseincrease in cost of revenue per home sold.

Gross profit decreased from $99$128 million to $72$86 million and gross margin increased from 8.6%8.2% to 10.0%9.7% for the three months ended MarchJune 31,30, 2025 and MarchJune 31,30, 2026, respectively. For the same periods, Adjusted Gross Margin increased from 8.7%8.6% to 9.3%10.3% and Contribution Margin decreasedincreased from 4.7%4.4% to 4.4%.5.8%. The decrease in gross profit was attributable to lower sales volumes as discussed above. The increase in grossGross marginMargin, Adjusted Gross Margin, and Contribution Margin was primarilypartially driven by a favorable mix of fresher inventory sold during the period, together with an increase in adjacentmargin services and a decrease in net inventory valuation adjustments. The increase in Adjusted Gross Margin was primarily driven by an increase infrom adjacent services. The decrease in Contribution Margin was primarily due to higher direct selling costs as a percentage of revenue. As a reminder, Adjusted Gross Margin and Contribution Margin include inventory valuation adjustments recorded in prior periods on homes sold in the current period and exclude inventory valuation adjustments on homes remaining in inventory at the end of the period, which can create significant differences between these metrics and gross margin. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “— Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Sales, Marketing and Operations. Sales, marketing and operations decreased by $28$21 million, or 29%,24%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily attributable to ana $11$14 million decrease in Direct selling costs, consistent with lower sales volumes, a $3 million decrease in property holding costs due to a decrease in average homes in inventory, and a $5$2 million decrease in advertising expense, which decreased from $24$7 million for the three months ended MarchJune 31,30, 2025 to $19$5 million for the three months ended MarchJune 31,30, 2026, a $5 million decrease in headcount expenses, including salaries, benefits, and stock-based compensation expenses due to lower headcount consistent with cost-reduction and organizational streamlining efforts, and a $4 million decrease in resale broker commissions, consistent with a decrease in revenue.2026.

General and Administrative. General and administrative increased by $104$107 million, or 315%,382%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to a $100$98 million increase in market-conditionstock-based compensation expenses, including $95 million related to market condition restricted stock units granted to executivesexecutives, and a $5$4 million expense related to the CEO’s cashCEO make-whole award.provision.

TechnologyGeneral and Development. Technology and developmentadministrative increased by $3$211 million, or 14%,346%, for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025. The increase was primarily attributable to a $4$199 million increase in market-conditionstock-based compensation expenses, including $194 million related to market condition restricted stock units granted to executives.executives, and a $9 million expense related to the CEO make-whole provision.

Restructuring.Technology Restructuringand decreasedDevelopment. Technology and development increased by $3$6 millionmillion, or 29%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. ForThe theincrease threewas monthsprimarily endedattributable Marchto 31,a 2025, the Company incurred $3$10 million ofincrease restructuringin expensesstock-based compensation expenses, including $5 million related to workforcemarket reductionscondition restricted stock units granted to executives, partially offset by a $6 million decrease in IDSW expenses due to increased capitalization and associateddecreased consulting fees, with no such expenses incurred during the three months ended March 31, 2026.amortization.

(Loss) Gain on Extinguishment of Debt (Loss) gain on extinguishment of debt decreased by $1$10 million, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The gain on extinguishment of debt during the three months ended June 30, 2025 was primarily attributable to the $10 million gain recognized on the Company’s partial extinguishment of its 2026 Notes.

Interest expense decreased by $10$7 million, or 30%,19%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily attributable to lower average balances on our non-recourse asset-backed debt.

Other income — net increased by $6$1 million, or 150%,10%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to a $4 million increase in interest income due to an increase in average cash, cash equivalents and restricted cash balances.

Income tax expense changed by a nominal amount for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $999$896 million and restricted cash of $68$66 million. The increasedecrease in our cash and cash equivalents balance of $37$66 million as compared to December 31, 2025 resulted primarily from higheran effectiveincrease advancein ratesreal underestate ourinventory non-recourse asset-backed debt facilities, partially offset byand operating losses. The decrease in our restrictedRestricted cash balancedecreased of $271$273 million as compared to December 31, 2025 was2025, primarily duereflecting the deployment of cash to an increase inacquire real estate inventory.inventory, and improved inventory health, which allowed us to finance homes closer to the maximum advance rates available under our non-recourse asset-backed debt facilities.

As of MarchJune 31,30, 2026, the Company had total outstanding balances on our asset-backed debt of $1.1$1.8 billion and aggregate principal outstanding from convertible senior notes of $197 million. In addition, we had undrawn borrowing capacity of $6.0$5.7 billion under our non-recourse asset-backed debt facilities (as described further below), of which $332$25 million was committed.

As of MarchJune 31,30, 2026, the $135 million outstanding principal balance of the 2026 Notes isand the $62 million outstanding principal balance of the 2030 Notes are classified as a current liability in the condensed consolidated balance sheet. The 2026 Notes mature on August 15, 2026. While the 2030 Notes mature on May 15, 2030, they become convertible during any calendar quarter if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 of the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. As of MarchJune 31,30, 2026, this condition was met and the 2030 Notes are convertible through JuneSeptember 30, 2026; therefore, the $62 million outstanding principal balance of the 2030 Notes is classified as a current liability in the condensed consolidated balance sheet.2026. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes” for additional conversion conditions.

The table below summarizes the outstanding warrants as of MarchJune 31,30, 2026.2026:

We have incurred losses from inception through MarchJune 31,30, 2026, with the exception of net income during the three months ended March 31, 2022 and three months ended June 30, 2023, and we expect to incur additional losses in the future. Our ability to service our debt and fund working capital, business operations and capital expenditures will depend on our ability to generate cash from operating activities, which is subject to our future operating success, and ability to obtain inventory acquisition financing on reasonable terms, which is subject to factors beyond our control, including potential economic recession, rising interest rates, inflation and general economic, political and financial market conditions.

Our financing activities include: short-term borrowings under our asset-backed senior revolving credit facilities; the issuance of long-term asset-backed senior term debt, asset-backed mezzanine term debt, convertible debt, and new issuances of equity. Historically, we have required access to external financing resources in order to fund growth, expansion into new markets and strategic initiatives, and we expect this to continue in the future. Our access to capital markets can be impacted by factors outside our control, including economic conditions.

Our asset-backed facilities are each collateralized by a specified pool of assets, consisting of real estate inventory, restricted cash and equity interests in certain consolidated subsidiaries of Opendoor that directly or indirectly own our real estate inventory. The terms of our inventory financing facilities 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). As of MarchJune 31,30, 2026, the Company was in compliance with all financial covenants.

The following table summarizes certain details related to our non-recourse asset-backed debt as of MarchJune 31,30, 2026 (in millions, except interest rates):

We classify the senior revolving credit facilities as current liabilities on our condensed consolidated balance sheets. In some cases, the borrowing capacity amounts under the asset-backed senior revolving credit facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of MarchJune 31,30, 2026, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $400 million.

We classify our senior term debt facilities as current or non-current liabilities in our condensed consolidated balance sheets based on the applicable final maturity date. The carrying value of the non-current liabilities is reduced by issuance costs of $2 million. In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of MarchJune 31,30, 2026, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $725 million.

In addition to the asset-backed senior revolving credit facilities and asset-backed senior term debt facilities, we have issued asset-backed mezzanine term debt facilities which are subordinated to the related senior facilities. The borrowing capacity amounts under the asset-backed mezzanine term debt facilities as reflected in the table are not fully committed and any borrowing above the committed amounts are subject to the applicable lender’s discretion. As of MarchJune 31,30, 2026, we had committed borrowing capacity with respect to asset-backed mezzanine term debt facilities of $350 million.

In August 2021, we issued the 2026 Notes and in May 2025, we issued the 2030 Notes. The table below summarizes certain details related to our Convertible Senior Notes (in millions), as of MarchJune 31,30, 2026:

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as well as the assets, liabilities and equity related to Opendoor Technologies Inc. (Parent Company Only) (“Parent Company”) and subsidiaries that are not VIEs, as of MarchJune 31,30, 2026 (in millions):

Net Cash (Used in) Provided by Operating Activities

Net cash (used in) provided by operating activities was $(246964) million and $(279)$544 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was primarily driven by the $221$932 million increase in real estate inventory and our net loss, net of non-cash items, of $32$50 million. For the threesix months ended MarchJune 31,30, 2025, cash usedprovided inby operating activities was primarily driven by a $212$593 million increasedecrease in real estate inventoryinventory, andpartially offset by our net loss, net of non-cash items, of $44$33 million.

Net cash (used in) provided by investing activities was $(414) million and $2$— million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. For the threesix months ended MarchJune 31,30, 2026, cash used in investing activities consisted of a $4$9 million increase in property and equipment primarily related to IDSW capitalization.capitalization and a $5 million increase in non-marketable equity securities. For the threesix months ended MarchJune 31,30, 2025, cash provided by investing activities primarily consisted of a decrease in marketable securities of $6 million, partially offset by a $4$6 million increase in property and equipment primarily related to IDSW capitalization.

Net Cash Provided by (Used in) Financing Activities

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. There have been no material changes outside the ordinary course of business in our commitments under contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Below is a table that shows our material contractual obligations as of MarchJune 31,30, 2026:

______________ (1)Represents the principal amounts outstanding as of MarchJune 31,30, 2026. Includes estimated interest payments, calculated using the variable rate in existence at period end over an assumed holding period of 90 days. Borrowings under the senior revolving credit facilities are payable as the related inventory is sold. The payment is expected to be within one year of MarchJune 31,30, 2026.

(2)Represents the principal amounts outstanding as of MarchJune 31,30, 2026 and estimated interest payments assuming the principal balances remain outstanding until maturity. The final maturity dates of the senior and mezzanine term debt facilities vary, as discussed above.

(3)Represents the principal amounts outstanding and interest payments for the 2026 Notes through maturity and the principal amounts outstanding for the 2030 Notes assuming conversion within one year (noteholders may convert through JuneSeptember 30, 2026). The 2030 Notes mature on May 15, 2030, assuming no conversions, total future cash outflows would be as follows: