Opendoor Q3 net loss widens to $218M as revenue rises
Q3 revenue exceeded the prior-year quarter, but gross profit fell and net loss rose; nine-month operating cash use was $1.796 billion.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Opendoor Technologies Inc. (OPEN) reported third-quarter 2026 revenue of $1.022 billion, compared with $915 million a year earlier. Gross profit was $38 million versus $66 million, and net loss was $218 million versus $90 million. For the first nine months, revenue was $2.625 billion versus $3.635 billion, and net loss was $553 million versus $204 million. Operating cash flow was a use of $1.796 billion, compared with $979 million provided in the prior-year period.
At September 30, 2026, cash and cash equivalents were $910 million and real estate inventory was $2.568 billion. In August, the company repurchased 45,272,209 common shares for $158 million at an average price of $3.49 per share, excluding $3 million of transaction costs. It also issued $650 million aggregate principal amount of 0.00% convertible senior notes due August 15, 2030. The company completed a July acquisition of certain Doma Technology LLC subsidiaries for $10 million in cash and, as of September 30, was in contract to purchase 1,780 homes for an aggregate purchase price of $620 million.
1 point · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 revenue was $1.022 billion, versus $915 million a year earlier.
Negative
- Major pointNine-month operating cash flow was $1.796 billion used, versus $979 million provided.
- Moderate pointQ3 net loss was $218 million, versus $90 million a year earlier.
- Moderate pointNine-month revenue was $2.625 billion, versus $3.635 billion.
Filing Explained
$1.6 billion of $7.5 billion in asset-backed borrowing capacity was committed at September 30; some capacity was not fully committed.
This Form 10-Q reports that Opendoor issued
If conversion is settled in shares, those shares would increase the share count and reduce existing holders’ percentage ownership; the company says its capped calls are expected to reduce that potential dilution, subject to a cap. The calls cover approximately 138 million shares, with a
At
Key Figures
Third-quarter revenue: $1.022 billion
Third-quarter gross profit: $38 million
Third-quarter net loss: $218 million loss
+5 more
8 metrics
Third-quarter revenue
$1.022 billion
Three months ended September 30, 2026; $915 million in 2025
Third-quarter gross profit
$38 million
Three months ended September 30, 2026; $66 million in 2025
Third-quarter net loss
$218 million loss
Three months ended September 30, 2026; $90 million loss in 2025
Nine-month revenue
$2.625 billion
Nine months ended September 30, 2026; $3.635 billion in 2025
Operating cash flow
$1.796 billion used
Nine months ended September 30, 2026; $979 million provided in 2025
Common shares repurchased
45,272,209 shares
August 2026
Aggregate repurchase price
$158 million
August 2026; excluding $3 million of transaction costs
2030-B Notes aggregate principal amount
$650 million
Issued in August 2026; 0.00% stated cash interest rate
Key Terms
asset-backed debt, variable interest entities, capped calls, market condition RSUs, +1 more
5 terms
asset-backed debt financial
"asset-backed senior debt facilities and asset-backed mezzanine term debt facilities"
Debt that is secured by specific assets—such as loans, receivables, property, or equipment—so lenders can claim those assets if the borrower fails to pay. Think of it like a loan tied to a car: the lender can take the car if payments stop; for investors, asset-backed debt usually offers clearer recovery options and typically lower interest risk than unsecured debt, but its safety depends on the quality and marketability of the underlying assets.
variable interest entities financial
"certain variable interest entities (“VIEs”)"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
capped calls financial
"purchased certain capped calls (the “2030-B Capped Calls”)"
A capped call is a type of option tied to a company’s convertible securities that gives the holder the right to buy shares up to a set price, but with a fixed ceiling on the payout. Companies commonly use capped calls to reduce the number of new shares that would dilute existing shareholders if convertibles turn into stock; for investors this matters because capped calls can limit dilution, affect share supply, and alter the potential upside and risk of owning the stock.
market condition RSUs financial
"unvested market condition RSUs"
borrowing base financial
"aggregated borrowing bases, which increase or decrease based on the cost and value"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did OPEN's third-quarter 2026 revenue and net loss compare with 2025?
Revenue was $1.022 billion, compared with $915 million in the third quarter of 2025; net loss was $218 million, compared with $90 million. Gross profit was $38 million, versus $66 million.
How many shares did OPEN repurchase, and at what price?
In August 2026, Opendoor repurchased 45,272,209 common shares for an aggregate purchase price of $158 million, at an average price of $3.49 per share. The company reported $3 million of transaction costs in addition to the purchase price.
What are the terms of OPEN's 2030-B convertible notes?
Opendoor issued $650 million aggregate principal amount of 0.00% convertible senior notes due August 15, 2030. Before February 15, 2030, holders may convert only upon certain events; beginning on that date, holders may convert at any time until shortly before maturity.
How many homes was OPEN contracted to purchase as of September 30, 2026?
Opendoor was in contract to purchase 1,780 homes for an aggregate purchase price of $620 million as of September 30, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ____________.
Commission file number 001-39253
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(480 ) 618-6760
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of registrant’s common stock outstanding as of October 29, 2026 was approximately 930,238,919 .
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OPENDOOR TECHNOLOGIES INC.
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| Page | |||||||||||
PART I - FINANCIAL INFORMATION | |||||||||||
Item 1. | Financial Statements | 3 | |||||||||
Condensed Consolidated Balance Sheets | 3 | ||||||||||
Condensed Consolidated Statements of Operations | 4 | ||||||||||
Condensed Consolidated Statements of Comprehensive Loss | 5 | ||||||||||
Condensed Consolidated Statements of Shareholders’ Equity | 6 | ||||||||||
Condensed Consolidated Statements of Cash Flows | 8 | ||||||||||
Notes to Condensed Consolidated Financial Statements | 10 | ||||||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | |||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 52 | |||||||||
Item 4. | Controls and Procedures | 52 | |||||||||
PART II - OTHER INFORMATION | |||||||||||
Item 1. | Legal Proceedings | 54 | |||||||||
Item 1A. | Risk Factors | 54 | |||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 57 | |||||||||
Item 3. | Defaults Upon Senior Securities | 57 | |||||||||
Item 4. | Mine Safety Disclosures | 57 | |||||||||
Item 5. | Other Information | 57 | |||||||||
Item 6. | Exhibits | 58 | |||||||||
Signatures | 60 | ||||||||||
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OPENDOOR TECHNOLOGIES INC.
As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Opendoor,” the “Company,” “we,” “us,” and “our,” and similar references refer to Opendoor Technologies Inc. and its wholly owned subsidiaries following the Business Combination (as defined herein) and to Opendoor Labs Inc. prior to the Business Combination.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding: current and future health and stability of the residential housing market and the general economy; volatility of mortgage interest rates; changes in resale clearance rates and expectations regarding future behavior of consumers and partners; the health and status of our financial condition; our liquidity position; anticipated future results of operations or financial performance; priorities of the Company to achieve future financial and business goals; impacts to our business from political and regulatory activity, including regulation of residential housing markets, trade policies, tariffs and geopolitical conflict; the likelihood of offer acceptance among high-quality homes in response to refinements to our spread policy; our ability to continue to effectively navigate the markets in which we operate; anticipated future and ongoing impacts and benefits of acquisitions, partnership channel expansions, product innovations and other business decisions; health of our balance sheet to weather ongoing market transitions and any expectation to quickly re-scale in the future upon market stabilization; our ability to adopt an effective approach to manage economic and industry risk, as well as inventory health, including by improving the quality of homes in our portfolio and supporting faster sell-through; our expectations with respect to the future success of our partnerships; our business strategy and plans, including plans to grow market share; market opportunity and expansion and objectives of management for future operations, including statements regarding the benefits and timing of the roll out of new products or technology, including our mortgage product, and our expectations regarding improving customer experience and unit economics through such mortgage product; and the expected diversification of funding sources, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “vision,” “will,” or “would,” or any negative of these words or other similar terms or expressions may identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, which involve a number of judgments, risks and uncertainties, including, without limitation, risks related to:
•the current and future health and stability of the economy, financial conditions and residential housing market, including any extended downturns or slowdowns;
•changes in general economic and financial conditions (including federal monetary policy, the imposition of tariffs and price or exchange controls, interest rates, inflation, actual or anticipated recession, home price fluctuations, and housing inventory), as well as the probability of such changes occurring, that may impact demand for our products and services, lower our profitability or reduce our access to future financings;
•our real estate assets and increased competition in the U.S. residential real estate industry;
•our ability to operate and grow our business products, including the ability to obtain sufficient financing and resell purchased homes;
•investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive to customers and real estate partners or that do not allow us to compete successfully;
•our ability to acquire and resell homes profitably;
•our ability to grow market share;
•our ability to leverage artificial intelligence (“AI”) to drive operational efficiency;
•our ability to manage our growth effectively;
•our ability to expeditiously sell and appropriately price our inventory;
•our ability to manage our liquidity and capital resources and access sources of capital, including our ability to satisfy the obligations of our outstanding convertible notes and our ability to conduct debt and equity financings to support our real estate inventories;
•our ability to maintain and enhance our products and brand, and to attract customers;
•our ability to manage, develop and refine our digital platform, including our automated pricing and valuation technology;
•our ability to realize expected benefits from our restructuring and cost reduction efforts;
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OPENDOOR TECHNOLOGIES INC.
•our ability to comply with multiple listing service rules and requirements to access and use listing data, and to maintain or establish relationships with listings and data providers;
•our ability to obtain or maintain licenses and permits to support our current and future business operations;
•acquisitions, strategic partnerships, joint ventures, capital-raising activities or other corporate transactions or commitments by us or our competitors;
•actual or anticipated changes in technology, products, markets or services by us or our competitors;
•our success in retaining or recruiting, or changes required in, our officers, key employees and/or directors;
•the impact of the regulatory environment, proposed regulations and potential regulatory instability within our industry and complexities with compliance related to such environment;
•any future impact of pandemics, epidemics, or other public health crises on our ability to operate, demand for our products or services, or general economic conditions;
•our ability to maintain our listing on the Nasdaq Global Select Market;
•changes in laws or government regulation affecting our business;
•the impact of pending or any future litigation or regulatory actions; and
•the other important factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in Part I. Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Escrow receivable | ||||||||||||||
| Real estate inventory, net | ||||||||||||||
Other current assets ($ | ||||||||||||||
| Total current assets | ||||||||||||||
| PROPERTY AND EQUIPMENT – Net | ||||||||||||||
| RIGHT OF USE ASSETS | ||||||||||||||
| GOODWILL | ||||||||||||||
| INTANGIBLES – Net | ||||||||||||||
| OTHER ASSETS | ||||||||||||||
| TOTAL ASSETS | (1) | $ | $ | |||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable and other accrued liabilities | $ | $ | ||||||||||||
| Asset-backed debt – current portion | ||||||||||||||
Convertible senior notes – current portion | ||||||||||||||
| Interest payable | ||||||||||||||
Lease liabilities – current portion | ||||||||||||||
| Total current liabilities | ||||||||||||||
| ASSET-BACKED DEBT – Net of current portion | ||||||||||||||
CONVERTIBLE SENIOR NOTES – Net of current portion | ||||||||||||||
| LEASE LIABILITIES – Net of current portion | ||||||||||||||
| OTHER LIABILITIES | ||||||||||||||
| Total liabilities | (2) | |||||||||||||
| COMMITMENTS AND CONTINGENCIES (See Note 17) | ||||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | |||||||||||||
| Total shareholders’ equity | ||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||||||||
________________
(1)The Company’s consolidated assets at September 30, 2026 and December 31, 2025 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $93 and $334 ; Real estate inventory, net, $2,552 and $916 ; Escrow receivable, $14 and $4 ; Other current assets, $7 and $3 ; and Total assets of $2,666 and $1,257 , respectively.
(2)The Company’s consolidated liabilities at September 30, 2026 and December 31, 2025 include the following liabilities for which the VIE creditors generally do not have recourse to Opendoor, other than as described in “Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes”: Accounts payable and other accrued liabilities, $44 and $12 ; Current portion of asset-backed debt, $2,016 and $52 ; Interest payable, $4 and $1 ; Asset-backed debt, net of current portion, $348 and $1,068 ; and Total liabilities, $2,412 and $1,133 , respectively. See “Note 4. Variable Interest Entities” and “Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes” for additional information.
See accompanying notes to condensed consolidated financial statements.
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share amounts which are presented in thousands, and per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE | $ | $ | $ | $ | |||||||||||||||||||
| COST OF REVENUE | |||||||||||||||||||||||
GROSS PROFIT | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Sales, marketing and operations | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Technology and development | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
LOSS FROM OPERATIONS | ( | ( | ( | ( | |||||||||||||||||||
| (LOSS) GAIN ON EXTINGUISHMENT OF DEBT | ( | ( | |||||||||||||||||||||
| INTEREST EXPENSE | ( | ( | ( | ( | |||||||||||||||||||
OTHER INCOME – Net | |||||||||||||||||||||||
LOSS BEFORE INCOME TAXES | ( | ( | ( | ( | |||||||||||||||||||
| INCOME TAX EXPENSE | ( | ( | ( | ( | |||||||||||||||||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss per share attributable to common shareholders: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| OTHER COMPREHENSIVE LOSS: | |||||||||||||||||||||||
| Currency translation adjustment | ( | ||||||||||||||||||||||
COMPREHENSIVE LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except number of shares)
(Unaudited)
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase and retirement of common stock | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of Capped Calls related to the 2030-B Notes | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–December 31, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase and retirement of common stock | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of Capped Calls related to the 2030-B Notes | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except number of shares)
(Unaudited)
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–June 30, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with PIPE offering, net of equity issuance costs | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under at-the-market offering, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of Capped Calls related to the 2026 Notes | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–September 30, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–December 31, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of RSUs, net of shares withheld for participant taxes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee stock purchase plan, net of shares withheld for participant taxes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with PIPE offering, net of equity issuance costs | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under at-the-market offering, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of Capped Calls related to the 2026 Notes | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE–September 30, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
| Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash (used in) provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of right of use asset | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Inventory valuation adjustment | |||||||||||||||||
| Changes in fair value of equity securities | |||||||||||||||||
| Loss (gain) on extinguishment of debt | ( | ||||||||||||||||
| Other | |||||||||||||||||
| Origination of mortgage loans held for sale | ( | ||||||||||||||||
| Proceeds from sale and principal collections of mortgage loans held for sale | |||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Escrow receivable | ( | ( | |||||||||||||||
| Real estate inventory | ( | ||||||||||||||||
| Other assets | ( | ||||||||||||||||
| Accounts payable and other accrued liabilities | ( | ||||||||||||||||
| Interest payable | |||||||||||||||||
| Lease liabilities | ( | ( | |||||||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Purchase of property and equipment | ( | ( | |||||||||||||||
| Proceeds from sales, maturities, redemptions and paydowns of marketable securities | |||||||||||||||||
Purchase of non-marketable equity securities | ( | ( | |||||||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from issuance of convertible senior notes, net of discount | |||||||||||||||||
| Repayment of convertible senior notes | ( | ||||||||||||||||
| Purchase of capped calls related to the convertible senior notes | ( | ||||||||||||||||
Settlement of capped calls related to the convertible senior notes | |||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
| Proceeds from issuance of common stock for ESPP | |||||||||||||||||
| Proceeds from PIPE offering | |||||||||||||||||
Proceeds from the issuance of common stock under at-the-market offering, net | |||||||||||||||||
| Proceeds from asset-backed debt | |||||||||||||||||
| Principal payments on asset-backed debt | ( | ( | |||||||||||||||
| Payment of loan origination fees and debt issuance costs | ( | ( | |||||||||||||||
| Repurchase and retirement of common stock | ( | ||||||||||||||||
Other financing activities | ( | ||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||||||||
| NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ||||||||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of period | |||||||||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period | $ | $ | |||||||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest | $ | $ | |||||||||||||||
| DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||||||||
| Stock-based compensation expense capitalized for internally developed software | $ | $ | |||||||||||||||
Principal value of 2026 Notes extinguished in Debt Exchange | $ | $ | ( | ||||||||||||||
| Principal value of 2030-A Notes issued in Debt Exchange | $ | $ | |||||||||||||||
Investment in non-marketable equity securities of deconsolidated entities | $ | $ | |||||||||||||||
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OPENDOOR TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| RECONCILIATION TO CONDENSED CONSOLIDATED BALANCE SHEETS: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Restricted cash | |||||||||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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OPENDOOR TECHNOLOGIES INC.
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
1.DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES
Description of Business
Opendoor Technologies Inc. (the “Company” and “Opendoor”), including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a leading e-commerce platform for residential real estate transactions. By leveraging its data-driven pricing models and integrated local operations, Opendoor is working towards a future that enables sellers and buyers of residential real estate to experience a simple and certain transaction that is dramatically improved from the traditional process. The Company was incorporated in Delaware on December 30, 2013.
The Company completed a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.”, was completed on December 18, 2020, and was accounted for as a reverse recapitalization, in accordance with GAAP.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements as of September 30, 2026 and December 31, 2025 and for the three- and nine-month periods ended September 30, 2026 and 2025 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein.
The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed on February 19, 2026.
Repurchase and Retirement of Common Stock
In August 2026, the Company repurchased 45,272,209 shares of its common stock in privately-negotiated transactions through a financial intermediary at the last reported sale price of the common stock on August 12, 2026, which was $3.49 per share, for approximately $158 million, excluding transaction costs. The Company elected to recognize the excess of the repurchase price over par value entirely as a reduction of additional paid-in capital, provided that additional paid-in capital remains positive. The Company also incurred $3 million in direct and incremental transaction costs to repurchase the shares, which are recorded as a reduction of additional paid-in capital. See “Note 9. Shareholders’ Equity” for further discussion regarding the Company’s repurchase activity.
At-The-Market Equity Offering
During the three and nine months ended September 30, 2025, the Company issued and sold an aggregate of 21,587,667 9.26 per share, under the Company’s at-the-market equity offering sales agreement (the “ATM Agreement”) for total cash proceeds, after commissions, of approximately $198 195 no shares available for issuance under the ATM agreement.
Private Investment in Public Equity Offerings
In September 2025, the Company closed certain private investment in public equity (“PIPE”) offerings and entered into purchase agreements with accredited investors, including two related party investors whose investments accounted for the majority of the aggregate $41 million in gross cash proceeds, resulting in the issuance of an aggregate of 6,165,412 shares of
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OPENDOOR TECHNOLOGIES INC.
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
common stock. The shares were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, and were not registered under the Securities Act of 1933.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that have a material impact on the amounts reported in the financial statements and accompanying notes. Significant estimates, assumptions and judgments made by management include, among others, share-based awards and inventory valuation adjustments. Management believes that the estimates and judgments upon which management relies are reasonable based upon information available to management at the time that these estimates and judgments are made. To the extent there are material differences between these estimates, assumptions and judgments and actual results, the carrying values of the Company’s assets and liabilities and the results of operations will be affected. The health of the residential housing market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates, and assumptions, which may materially impact the estimates previously listed, among others.
Significant Risks and Uncertainties
The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following factors could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: its rates of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand for and pricing of its products and on the cost of capital; its ability to leverage artificial intelligence (“AI”) to drive operational efficiency; impacts to its business from political and regulatory activity, including trade policies and potential increased tariffs; changes in technology, products, markets or services by the Company or its competitors; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events, such as pandemics or epidemics; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things.
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, and restricted cash. The Company places cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the Company’s exposure to potential losses.
Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in “Part II – Item 8 – Financial Statements and Supplementary Data – Note 1. Description of Business and Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the nine-month period ended September 30, 2026, except as noted below.
Impairment of Long-Lived Assets
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
the periods presented is primarily related to abandonment of certain internally developed software projects. The impairment loss recognized during the periods presented is as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Technology and development | $ | $ | |||||||||||||||||||||
| Total impairment loss | $ | $ | $ | $ | |||||||||||||||||||
Capped Calls
In August 2026, the Company issued 0.00 % convertible senior notes due 2030 (the “2030-B Notes”). In connection with the issuance, the Company purchased certain capped calls (the “2030-B Capped Calls”), which it expects to reduce potential dilution from conversion of the 2030-B Notes, subject to a cap. The capped calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the capped calls were recorded as a reduction of additional paid-in capital within shareholders’ equity and will not be subsequently remeasured.
Recently Issued Accounting Standards
Recently Adopted Accounting Standards
For the nine months ended September 30, 2026, the Company did not adopt any material new accounting standards.
Recently Issued Accounting Standards Not Yet Adopted
In October 2023, the FASB issued ASU 2023-06, which is intended to clarify or improve disclosure and presentation requirements of a variety of topics. It will allow users to more easily compare entities subject to the U.S. Securities and Exchange Commission’s (“SEC”) existing disclosures with those entities that were not previously subject to the requirements and align the requirements in the FASB accounting standard codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the applicable disclosure requirement by June 30, 2027, the amendment will not be effective for any entity. Early adoption is prohibited. The Company is currently assessing the impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures, which is intended to improve the disclosures about a public business entity’s expenses and provide detailed information about the types of expenses in commonly presented expense captions. The new guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact on the Company’s condensed consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today. This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-06 should be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact on the Company’s condensed consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-07. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in
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OPENDOOR TECHNOLOGIES INC.
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
ASU 2025-07 should be applied either prospectively or by utilizing a modified retrospective approach. The Company is currently assessing the impact on the Company’s condensed consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements. This update clarifies interim disclosure requirements and centralizes such requirements within Topic 270. Among other changes, ASU 2025‑11 introduces a disclosure principle requiring entities to provide information about significant events or changes since the end of the last annual reporting period that have a material impact, clarifies when duplicative annual disclosures may be omitted from interim reports, and aligns interim reporting requirements with applicable SEC guidance for registrants. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in ASU 2025‑11 should be applied prospectively. The Company is currently assessing the impact on the Company’s condensed consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025‑12, Codification Improvements. This update addresses shareholder suggestions on the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The amendments make codification updates to a broad range of topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual periods. Early adoption is permitted and may be elected on an issue‑by‑issue basis. The amendments in ASU 2025‑12 are to be applied prospectively. The Company is currently assessing the impact on the Company’s condensed consolidated financial statements and disclosures.
2.REAL ESTATE INVENTORY
The following table presents the components of inventory, net of applicable inventory valuation adjustments of $63 million and $20 million, as of September 30, 2026 and December 31, 2025, respectively (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Work in progress | $ | $ | |||||||||
| Finished goods: | |||||||||||
| Listed for sale | |||||||||||
| Under contract for sale | |||||||||||
| Total real estate inventory | $ | $ | |||||||||
As of September 30, 2026, the Company was in contract to purchase 1,780 homes for an aggregate purchase price of $620 million.
During the three and nine months ended September 30, 2026, the Company recorded valuation adjustments for real estate inventory of $53 million and $76 million, respectively, in Cost of revenue in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2025, the Company recorded valuation adjustments for real estate inventory of $15 million and $48 million, respectively, in Cost of revenue in the condensed consolidated statements of operations.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
3.CASH, CASH EQUIVALENTS, AND INVESTMENTS
The amortized cost, gross unrealized gains and losses, and fair value of cash and cash equivalents, as of September 30, 2026 and December 31, 2025, were as follows (in millions):
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | |||||||||||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||
| Money market funds | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | |||||||||||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||
| Money market funds | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||
A summary of equity method investments and non-marketable equity securities as of September 30, 2026 and December 31, 2025 were as follows (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equity method investments | $ | $ | |||||||||
| Non-marketable equity securities | |||||||||||
| Total | $ | $ | |||||||||
In May 2026, a subsidiary of the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a private company for an aggregate amount of $5 million, which is accounted for as a non-marketable equity security under the measurement alternative. The SAFE converts into preferred equity upon a qualifying financing at a predetermined valuation cap. No
4.VARIABLE INTEREST ENTITIES
The Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis.
The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of September 30, 2026 and December 31, 2025 (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
Restricted cash | $ | $ | |||||||||
| Real estate inventory, net | |||||||||||
Other(1) | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Asset-backed debt | $ | $ | |||||||||
Other(2) | |||||||||||
| Total liabilities | $ | $ | |||||||||
________________
(1)Includes escrow receivable and other current assets.
(2)Includes accounts payable and other accrued liabilities and interest payable.
The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs. However, certain of the financial covenants included in the inventory financing facilities to which the VIEs are party are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. As a result, under certain circumstances, this may limit the Company’s flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. See “Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes” for further discussion of the recourse obligations of an Opendoor subsidiary with respect to the VIEs.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
5.CREDIT FACILITIES, LONG-TERM DEBT, AND CONVERTIBLE NOTES
The following tables summarize certain details related to the Company’s asset-backed debt as of September 30, 2026 and December 31, 2025 (in millions, except interest rates):
| Outstanding Amount | ||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | Borrowing Capacity | Current | Non-Current | Weighted- Average Interest Rate | End of Revolving / Withdrawal Period | Final Maturity Date | ||||||||||||||||||||||||||||||||
| Asset-backed Debt: | ||||||||||||||||||||||||||||||||||||||
| Asset-backed Senior Revolving Credit Facilities | ||||||||||||||||||||||||||||||||||||||
| Revolving Facility 2018-2 | $ | $ | $ | % | June 25, 2027 | June 25, 2027 | ||||||||||||||||||||||||||||||||
| Revolving Facility 2018-3 | % | December 11, 2028 | December 11, 2028 | |||||||||||||||||||||||||||||||||||
| Revolving Facility 2019-1 | % | February 18, 2028 | February 18, 2028 | |||||||||||||||||||||||||||||||||||
| Revolving Facility 2019-2 | % | December 2, 2026 | October 1, 2027 | |||||||||||||||||||||||||||||||||||
| Revolving Facility 2019-3 | % | April 5, 2028 | April 4, 2029 | |||||||||||||||||||||||||||||||||||
| Asset-backed Senior Term Debt Facilities | ||||||||||||||||||||||||||||||||||||||
| Term Debt Facility 2021-S1 | % | February 24, 2027 | August 24, 2027 | |||||||||||||||||||||||||||||||||||
| Term Debt Facility 2021-S3 | % | January 31, 2027 | July 31, 2027 | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Issuance Costs | ( | |||||||||||||||||||||||||||||||||||||
| Carrying Value | $ | $ | ||||||||||||||||||||||||||||||||||||
| Asset-backed Mezzanine Term Debt Facilities | ||||||||||||||||||||||||||||||||||||||
| Term Debt Facility 2020-M1 | % | February 25, 2028 | February 25, 2029 | |||||||||||||||||||||||||||||||||||
| Term Debt Facility 2022-M1 | % | January 31, 2027 | November 1, 2027 | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Issuance Costs | ( | |||||||||||||||||||||||||||||||||||||
| Carrying Value | $ | |||||||||||||||||||||||||||||||||||||
| Total Asset-backed Debt | $ | $ | $ | |||||||||||||||||||||||||||||||||||
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
| Outstanding Amount | ||||||||||||||||||||
| December 31, 2025 | Current | Non-Current | Weighted- Average Interest Rate | |||||||||||||||||
| Asset-backed Debt: | ||||||||||||||||||||
| Asset-backed Senior Revolving Credit Facilities | ||||||||||||||||||||
| Revolving Facility 2018-2 | $ | $ | % | |||||||||||||||||
| Revolving Facility 2018-3 | % | |||||||||||||||||||
| Revolving Facility 2019-1 | % | |||||||||||||||||||
| Revolving Facility 2019-2 | % | |||||||||||||||||||
| Revolving Facility 2019-3 | % | |||||||||||||||||||
| Asset-backed Senior Term Debt Facilities | ||||||||||||||||||||
| Term Debt Facility 2021-S1 | % | |||||||||||||||||||
| Term Debt Facility 2021-S2 | % | |||||||||||||||||||
| Term Debt Facility 2021-S3 | % | |||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Issuance Costs | ( | |||||||||||||||||||
| Carrying Value | $ | $ | ||||||||||||||||||
| Asset-backed Mezzanine Term Debt Facilities | ||||||||||||||||||||
| Term Debt Facility 2020-M1 | $ | $ | % | |||||||||||||||||
| Term Debt Facility 2022-M1 | $ | $ | % | |||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Issuance Costs | ( | |||||||||||||||||||
| Carrying Value | $ | |||||||||||||||||||
| Total Asset-backed Debt | $ | $ | ||||||||||||||||||
Asset-backed Debt
The Company utilizes inventory financing facilities consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. These inventory financing facilities are typically secured by some combination of restricted cash, equity in real estate owning subsidiaries and related holding companies, and, for senior facilities, the real estate inventory financed by the relevant facility and/or beneficial interests in such inventory.
Each of the borrowers under the inventory financing facilities is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such borrower subsidiaries are generally available to satisfy the debts and other obligations of any other Opendoor entities. The inventory financing facilities are non-recourse to the Company and are generally non-recourse to Opendoor subsidiaries not party to the relevant facilities, except for limited guarantees provided by an Opendoor subsidiary for certain obligations involving “bad acts” by an Opendoor entity and certain other limited circumstances. These limited guarantees apply only to specified obligations or upon specified triggering events and are not unconditional guarantees of repayment of the inventory financing facilities.
As of September 30, 2026, the Company had total borrowing capacity with respect to its asset-backed debt of $7.5 billion. Borrowing capacity amounts under asset-backed debt as reflected in the table above are in some cases not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. Any amounts repaid for senior term and mezzanine term debt facilities reduce total borrowing capacity as repaid amounts are not available to be reborrowed. As of September 30, 2026, the Company had committed borrowing capacity with respect to the Company’s asset-backed debt of $1.6 billion; this committed borrowing capacity is comprised of $572 million for senior revolving credit facilities, $725 million for senior term debt facilities, and $350 million for mezzanine term debt facilities.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
Asset-backed Senior Revolving Credit Facilities
The Company classifies the senior revolving credit facilities as current liabilities on the Company’s condensed consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months.
The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months, as may be amended and extended from time to time, during which time amounts can be borrowed, repaid and borrowed again. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above. Outstanding amounts drawn under each senior revolving credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and revolving period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.
Borrowings under the senior revolving credit facilities accrue interest at various floating rates based on a secured overnight financing rate (“SOFR”), plus a margin that varies by facility. The Company may also pay fees on certain unused portions of committed borrowing capacity. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary breakage costs.
The senior revolving credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the outstanding balance under the related senior revolving credit facility. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.
Asset-backed Senior Term Debt Facilities
The Company classifies its senior term debt facilities as current or non-current liabilities on the Company’s condensed consolidated balance sheets based on the applicable final maturity date.
The senior term debt facilities are typically structured with an initial withdrawal period up to 60 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility. Outstanding amounts drawn under each senior term debt facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.
Borrowings under the senior term debt facilities accrue interest at a fixed rate or at a floating rate based on SOFR, plus a margin. The Company’s senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties.
The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility, the time those properties are in the Company’s possession and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
Asset-backed Mezzanine Term Debt Facilities
The Company classifies its mezzanine term debt facilities as current or non-current liabilities on the Company’s condensed consolidated balance sheets based on the applicable final maturity date. These facilities are structurally and contractually subordinated to the related asset-backed senior debt facilities.
The mezzanine term debt facilities have been structured with an initial withdrawal period of up to 42 months, as may be amended and extended from time to time, during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity. Outstanding amounts drawn under the mezzanine term debt facilities are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity date and withdrawal period end date reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.
Borrowings under a given mezzanine term debt facility accrue interest at a fixed rate. The Company’s mezzanine term debt facilities include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties.
The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility.
Covenants
The Company’s inventory financing facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits.
The terms of these inventory financing facilities and related financing documents require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). Certain of these financial covenants are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries’ assets and liabilities. As a result, under certain circumstances, this may limit the Company’s flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. At September 30, 2026 and December 31, 2025, $305 million and $200 million, respectively, of the Company’s net assets were restricted as they reflect minimum net asset requirements at Opendoor Labs Inc. As of September 30, 2026, the Company was in compliance with all financial covenants and no event of default had occurred.
Convertible Senior Notes
In August 2021, the Company issued 0.25 % convertible senior notes due 2026 (the “2026 Notes”) which matured on August 15, 2026, and were repaid in full in cash. In May 2025, the Company issued 7.00 % convertible senior notes due 2030 (the “2030-A Notes”), and in August 2026, the Company issued 0.00 % convertible senior notes also due 2030 (the “2030-B Notes”). The 2026 Notes, 2030-A Notes and 2030-B Notes are collectively termed “Convertible Senior Notes”. The following tables summarize certain details related to the Convertible Senior Notes (in millions, except interest rates):
| September 30, 2026 | Remaining Aggregate Principal Amount | Unamortized Debt Discount and Issuance Costs | Net Carrying Amount | |||||||||||||||||
| 2030-A Notes | ( | |||||||||||||||||||
| 2030-B Notes | ( | |||||||||||||||||||
| Total Convertible Senior Notes | $ | $ | ( | $ | ||||||||||||||||
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
| December 31, 2025 | Remaining Aggregate Principal Amount | Unamortized Debt Discount and Issuance Costs | Net Carrying Amount | |||||||||||||||||
| 2026 Notes | $ | $ | — | $ | ||||||||||||||||
| 2030-A Notes | ( | |||||||||||||||||||
| Total Convertible Senior Notes | $ | $ | ( | $ | ||||||||||||||||
| September 30, 2026 | Maturity Date | Stated Cash Interest Rate | Effective Interest Rate | Semi-Annual Interest Payment Dates | Conversion Rate | Conversion Price | ||||||||||||||||||||||||||||||||
| 2030-A Notes | May 15, 2030 | % | % | May 15; November 15 | 637.105 | $ | ||||||||||||||||||||||||||||||||
| 2030-B Notes | August 15, 2030 | % | % | N/A | 212.2466 | $ | ||||||||||||||||||||||||||||||||
2026 Notes
The 2026 Notes matured on August 15, 2026, and the Company paid $135 million to settle the outstanding aggregate principal amount and accrued and unpaid interest. No 2026 Notes were converted prior to maturity, and no gain or loss was recognized on repayment.
2030-A Notes
In May 2025, the Company entered into privately negotiated transactions with certain holders of the 2026 Notes and new investors, pursuant to which the Company issued $325 million aggregate principal amount of 2030-A Notes consisting of (i) $246 million aggregate principal amount of 2030-A Notes issued in exchange for $246 million principal amount of 2026 Notes (the “Debt Exchange") and (ii) $79 million aggregate principal amount of 2030-A Notes issued for cash. Such transactions resulted in gross cash proceeds of $75 million, excluding certain fees and other offering expenses, and represent an issue price of 95 %. The Company accounted for the Debt Exchange of the 2026 Notes as a debt extinguishment and recorded $10 million of gain on debt extinguishment, included within the Company’s condensed consolidated statements of operations.
The 2030-A Notes are convertible at the option of the holders of the 2030-A Notes before November 15, 2029 only upon the occurrence of certain events. In addition, the holders of the 2030-A Notes have the right to require the Company to repurchase all or part of their 2030-A Notes (i) if certain corporate events occur that constitute a fundamental change or (ii) for a one-time optional repurchase on May 15, 2028. Beginning on May 22, 2028, the Company has the option to redeem the 2030-A Notes, in whole or in part, upon meeting certain conditions related to the price of the Company’s common stock. The redemption or repurchase price will be paid in cash equal to 100 % of the principal amount of the 2030-A Notes to be redeemed or repurchased, plus accrued and unpaid interest, if any. Beginning on November 15, 2029, and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030-A Notes are convertible at any time at the election of each noteholder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, under certain circumstances, be increased for a specified period of time. Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company’s common stock, at the Company’s election, for the remaining amount, if any, based on the applicable conversion rate.
The 2030-A Notes 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. This condition was first met during the quarter ended September 30, 2025, and has been met in each subsequent quarter through September 30, 2026. Accordingly, the 2030-A Notes became convertible at the option of the noteholders on October 1, 2025, remain convertible through December 31, 2026, and are classified as a current liability in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
2030-B Notes
In August 2026, the Company issued $650 million aggregate principal amount of 2030-B Notes in privately negotiated subscription transactions with certain investors. Gross proceeds were $650 million, before placement agent fees and other offering expenses of $11 million.
The 2030-B Notes are senior, unsecured obligations of the Company and mature on August 15, 2030, unless earlier converted, redeemed or repurchased. The 2030-B Notes are convertible at the option of the holders before February 15, 2030, only upon the occurrence of certain events. Beginning on February 15, 2030, and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030-B Notes are convertible at any time at the election of each noteholder. In addition, the holders have the right to require the Company to repurchase all or part of their 2030-B Notes if certain corporate events occur that constitute a fundamental change.
Beginning on February 22, 2029, the Company has the option to redeem the 2030-B Notes, in whole or in part, upon meeting certain conditions related to the price of the Company’s common stock and certain liquidity conditions, provided that the Company may not redeem fewer than all of the 2030-B Notes unless at least $100 million aggregate principal amount remains outstanding and not called for redemption. The Company may also redeem all, but not less than all, of the 2030-B Notes at any time, including prior to February 22, 2029, if less than $75 million aggregate principal amount remains outstanding and certain liquidity conditions have been satisfied. The redemption or repurchase price will be paid in cash equal to 100 % of the principal amount to be redeemed or repurchased, plus accrued and unpaid special interest and additional interest, if any. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, under certain circumstances, be increased for a specified period, subject to a maximum conversion rate. Upon conversion, the Company may satisfy its obligation by paying or delivering cash, shares of its common stock, or a combination of cash and shares, at the Company’s election, and holders may not require settlement in any particular form.
The following table summarizes the interest expense related to the Convertible Senior Notes (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Contractual interest | $ | $ | $ | $ | ||||||||||||||||||||||
Amortization of debt discount and issuance costs | ||||||||||||||||||||||||||
Total Convertible Senior Notes interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
Capped Calls
In August 2026, in connection with the issuance of the 2030-B Notes, the Company purchased the 2030-B Capped Calls from certain financial institutions for an aggregate premium of $52 million and incurred approximately $1 million of related transaction costs. The premium and transaction costs were recorded as a reduction of additional paid-in capital. The 2030-B Capped Calls cover, subject to customary adjustments, approximately 138 million shares of the Company’s common stock. By entering into the 2030-B Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2030-B Notes settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2030-B Notes its common stock price exceeds the conversion price. The 2030-B Capped Calls have an initial strike price of $4.7115 per share, which corresponds to the initial conversion price of the 2030-B Notes, and an initial cap price of $6.98 per share, representing a 100 % premium over the $3.49 closing price of the Company’s common stock on August 12, 2026. The 2030-B Capped Calls were entered into separately from the 2030-B Notes and holders of the 2030-B Notes do not have any rights with respect to the 2030-B Capped Calls.
6.FAIR VALUE DISCLOSURES
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
The following is the fair value hierarchy used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value.
Fair Value Hierarchy
Fair value measurements of assets and liabilities are categorized based on the following hierarchy:
Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
Estimation of Fair Value
The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities recorded at fair value on a recurring basis.
| Asset/Liability Class | Valuation Methodology, Inputs and Assumptions | Classification | ||||||||||||
| Other current assets | ||||||||||||||
| Mortgage loans held for sale | Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments. | Level 2 recurring fair value measurement. | ||||||||||||
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
As of December 31, 2025, the Company did not have any assets or liabilities measured at fair value on a recurring basis. The following table presents the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of September 30, 2026 (in millions):
| September 30, 2026 | Balance at Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Other current assets: | ||||||||||||||||||||||||||
| Mortgage loans held for sale | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
Fair Value of Financial Instruments
The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions):
| September 30, 2026 | ||||||||||||||||||||||||||
Carrying Value | Fair Value | Level 1 | Level 2 | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Asset-backed debt | $ | $ | $ | $ | ||||||||||||||||||||||
Convertible senior notes | ||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
Carrying Value | Fair Value | Level 1 | Level 2 | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Asset-backed debt | $ | $ | $ | $ | ||||||||||||||||||||||
Convertible senior notes | ||||||||||||||||||||||||||
7.PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2026 and December 31, 2025, consisted of the following (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Internally developed software | $ | $ | |||||||||
| Computers | |||||||||||
| Security systems | |||||||||||
| Office equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Software implementation costs | |||||||||||
| Leasehold improvements | |||||||||||
| Total | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment – net | $ | $ | |||||||||
Depreciation and amortization expense of $6 million and $17 million was recorded for the three and nine months ended September 30, 2026, respectively. Depreciation and amortization expense of $8 million and $24 million was recorded for the three and nine months ended September 30, 2025, respectively.
8.GOODWILL AND INTANGIBLE ASSETS
For the nine months ended September 30, 2026 the carrying amount of goodwill increased by $4 million in connection with the acquisition of certain subsidiaries of Doma Technology LLC. For further information on the acquisition, see “Note 16.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
Business Acquisitions.” There were no additions to goodwill for the year ended December 31, 2025. No
As of September 30, 2026, the Company’s intangible assets subject to amortization have a gross carrying amount of $6 million, accumulated amortization of $1 million, net carrying amount of $5 million, and a remaining weighted-average useful life of 2.4 years. There were no intangible assets that were subject to amortization as of December 31, 2025.
Amortization expense for intangible assets is recognized on the condensed consolidated statement of operations and was $1 no
As of September 30, 2026, expected amortization of intangible assets is as follows:
| Fiscal Years | (In millions) | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 and thereafter | ||||||||
| Total | $ | |||||||
9.SHAREHOLDERS’ EQUITY
The Company retires shares of common stock immediately upon repurchase. Upon retirement, the Company reduces the common stock component of shareholders’ equity by the par value of the repurchased shares and records the excess of the repurchase price over par value entirely as a reduction of additional paid-in capital. The repurchase price includes direct and incremental transaction costs incurred to repurchase the shares.
10.SHARE-BASED AWARDS
Stock options and RSUs
A summary of the stock option activity for the nine months ended September 30, 2026, is as follows:
Number of Options (in thousands) | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Balance-December 31, 2025 | $ | $ | |||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
| Balance-September 30, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable-September 30, 2026 | $ | $ | |||||||||||||||||||||
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
A summary of the RSU activity for the nine months ended September 30, 2026, is as follows:
Number of RSUs (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested and outstanding-December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested and outstanding-September 30, 2026 | $ | ||||||||||
A summary of the market condition RSU activity for the nine months ended September 30, 2026, is as follows:
Number of RSUs (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested and outstanding-December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Forfeited | ( | ||||||||||
| Unvested and outstanding-September 30, 2026 | $ | ||||||||||
The fair value of market condition RSUs is estimated at the date of grant using a Monte Carlo simulation model, with assumptions consistent with those disclosed in “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 12. Share-based Awards,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Stock-based compensation expense
Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025 (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | |||||||||||||||||||
| Sales, marketing and operations | |||||||||||||||||||||||
| Technology and development | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
The Company recognized $96 million and $301 million of compensation expense related to market condition awards during the three and nine months ended September 30, 2026, respectively, with $14 466 million of unamortized stock-based compensation costs related to unvested market condition RSUs, which are expected to be recognized over a weighted-average period of approximately 2.2 years. As of September 30, 2026 and December 31, 2025, no market conditions were satisfied.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
As of September 30, 2026, there was $106 million of unamortized stock-based compensation costs related to unvested RSUs, which are expected to be recognized over a weighted-average period of approximately 2.4 years.
11.WARRANTS
Marketing Warrants
On July 28, 2022, the Company entered into a warrant agreement with Zillow, Inc. (“Zillow”) in connection with a partnership arrangement that allows for Zillow to purchase up to 6 million shares of common stock that will vest in tranches (each, a “Tranche”) upon Zillow providing resale marketing services to the Company. As of September 30, 2026, one Tranche of 300,000 shares of common stock underlying the warrant has vested, with an exercise price of $15 per share, and none have been exercised.
Warrant Dividends
On November 6, 2025, our board of directors declared a distribution of a dividend in the form of warrants to purchase shares of our common stock. On November 21, 2025, a total of 99,295,146 Warrants were issued and distributed to the holders of record of common stock and 2030-A Notes as of the November 18, 2025 record date. There was no material activity during the nine months ended September 30, 2026 related to the Warrant Dividends. Refer to “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 11. Shareholders’ Equity,” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding the Warrant Dividends.
12.INCOME TAXES
The Company’s tax provision and the resulting effective tax rate for interim periods are determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter.
The Company’s provision for income taxes, which consisted of state taxes in the United States and foreign income taxes in Canada and India was nominal and $1 million for the three and nine months ended September 30, 2026, respectively, with an effective tax rate of (0.14 )% and (0.09 )%, respectively. The Company's provision for income taxes was nominal and $1 million for the three and nine months ended September 30, 2025, respectively, with an effective tax rate of (0.11 )% and (0.25 )%, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the recording of a full valuation allowance against the net deferred tax assets.
The Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets by jurisdiction. Based on the Company’s history of operating losses, including a three-year cumulative loss position, the Company believes that based on the weight of available evidence, it is more likely than not that all of the deferred tax assets in the U.S. will not be realized and recorded a full valuation allowance of its federal and state net deferred tax assets as of September 30, 2026 and December 31, 2025.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two. The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million Euros. Certain aspects of Pillar Two were effective January 1, 2024 and other aspects were effective January 1, 2025. Various countries have adopted legislation and other countries are in the process of introducing legislation to implement Pillar Two. On January 5, 2026, the OECD announced changes to the Model Rules to include the “side-by-side” arrangement, which contains simplification measures as well as an exemption for U.S.-parented companies from certain aspects of the Pillar Two regime. The updated Model Rules will need to be enacted into local legislation to become effective. Pillar Two did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2026. The Company continues to monitor developments and administrative guidance and to evaluate the potential impact of Pillar Two on its condensed consolidated financial statements for future periods.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes significant changes to the U.S. tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. The Company has evaluated the impact of the Act on its
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
condensed consolidated financial statements, including the effects on its deferred tax assets and liabilities and has not identified any material impact on its condensed consolidated financial statements.
13.NET LOSS PER SHARE
Basic net loss per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. No
The Company uses the two-class method to calculate net loss per share and applies the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. Undistributed earnings for each period are allocated to participating securities, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for participating securities to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses.
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the three and nine months ended September 30, 2026 and 2025 (in millions, except share amounts which are presented in thousands, and per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Basic and diluted net loss per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares outstanding – basic and diluted | |||||||||||||||||||||||
Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Market Condition RSUs | |||||||||||||||||||||||
| Common Stock Warrants | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
Convertible Senior Notes(1) | |||||||||||||||||||||||
| Options | |||||||||||||||||||||||
| Employee Stock Purchase Plan | |||||||||||||||||||||||
| Total anti-dilutive securities | |||||||||||||||||||||||
(1)Inclusive of the 2030-A Notes and 2030-B Notes. The 2030-B Notes may be settled, at the Company’s election, in cash, shares of common stock, or a combination thereof; the shares presented assume full settlement in shares of common stock.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
14.RELATED PARTIES
As of September 30, 2026, the retained interest in Mainstay Labs Inc. (“Mainstay”), a formerly consolidated subsidiary of the Company, that was deconsolidated on July 31, 2024 (the “Deconsolidation”), was $48 million, which is presented in Other assets in the condensed consolidated balance sheets. The investment is recognized as a non-marketable equity security investment under ASC 321, Investments - Equity Securities, and is measured at fair value on a non-recurring basis, with the fair value initially determined as of the transaction date. As of September 30, 2026, there has been no impairment or other observable price changes. As a result of the Company’s continued investment in Mainstay, transactions between the Company and Mainstay subsequent to the Deconsolidation are considered to be related-party transactions. Prior to the Deconsolidation, transactions between Mainstay and Opendoor were eliminated upon consolidation.
In connection with the Deconsolidation, the Company entered into a contractual agreement to provide Mainstay with certain transition administrative services for a limited period of time (“Transition Services”) and to fulfill certain funding obligations to be paid in the form of Mainstay Series A Preferred Stock at the original Series A Preferred Stock issuance price. In September 2025, the Company received $9 million of Series A Preferred Stock as consideration for the Transition Services and related funding requirements. The Company continued to fund bonuses for certain Mainstay employees, other than Mainstay Management, through November 2025. Amounts paid during the three and nine months ended September 30, 2025 were $2 million and $5 million, respectively.
Subsequent to the Deconsolidation, the Company has no compensation arrangements with the management of Mainstay who are responsible for directing the activities that most significantly impact the economics of Mainstay (“Mainstay Management”). As of the Deconsolidation, outstanding Opendoor RSUs held by Mainstay employees, other than Mainstay Management, were modified so that the service-based vesting requirement will be satisfied as long as the Mainstay employee continues to provide services to Mainstay (“Post Deconsolidation RSUs”). During the three and nine months ended September 30, 2026, zero and 21,307 shares of common stock, respectively, were issued to Mainstay employees for the settlement of RSUs, net of shares withheld for participant taxes. As of June 30, 2026, all RSUs had vested.
In April 2025, the Company entered into an agreement with Mainstay to create Mainstay National Title LLC, which provides title and escrow services to institutional customers. The Company has a 25 % interest in and provides certain services to Mainstay National Title LLC. The initial investment is recognized as an equity method investment under ASC 323, Investments – Equity Method and Joint Ventures. As of September 30, 2026, the carrying value of the equity method investment was nominal and is presented in Other assets on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2026, the Company recognized revenue of $3 million and $8 million, respectively. During the three and nine months ended September 30, 2025, the Company recognized revenue of $3 million and $7 million, respectively. This revenue is presented within the condensed consolidated statement of operations related to services provided to Mainstay National Title LLC.
There have been no other material changes to the related party transactions disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. For a full description of those arrangements, see “Part II – Item 8. Financial Statements and Supplementary Data – Note 17. Related Parties” of our Annual Report on Form 10-K.
15.SEGMENT INFORMATION
The Company is managed as a single operating and reportable segment on a consolidated basis, reflecting how the Company’s Chief Operating Decision Maker (“CODM”) allocates resources and evaluates the Company’s financial information. The operating segment is the Company’s residential real estate product and service offerings. The Company determined that the Chief Executive Officer is the CODM, given their responsibility for making resource allocation decisions, assessing performance, making strategic operational decisions and managing the organization at a consolidated level.
As the Company is managed as a single operating and reportable segment, the measure of segment profit or loss is consolidated net loss. The CODM utilizes the financial information below in assessing the segment’s performance and allocating resources. The measure of segment assets is reported on the Company’s condensed consolidated balance sheets as total assets.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
The table below highlights the Company’s reportable segment’s expenses and net loss for the three and nine months ended September 30, 2026 and 2025 (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||
| Cost of revenue | ( | ( | ( | ( | ||||||||||||||||||||||
Direct selling costs(1) | ( | ( | ( | ( | ||||||||||||||||||||||
Holding costs(2) | ( | ( | ( | ( | ||||||||||||||||||||||
Advertising and other marketing expense(3) | ( | ( | ( | ( | ||||||||||||||||||||||
Operations(4) | ( | ( | ( | ( | ||||||||||||||||||||||
Fixed operating expense(5) | ( | ( | ( | ( | ||||||||||||||||||||||
CEO make-whole provision(6) | ( | |||||||||||||||||||||||||
| Stock-based compensation | ( | ( | ( | ( | ||||||||||||||||||||||
Stock-based compensation for market condition RSUs | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
Other(7) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1)Represents selling costs incurred related to homes sold in the relevant period. This primarily includes broker commissions, external title and escrow-related fees and transfer taxes and are included in Sales, marketing and operations.
(2)Represents holding costs incurred both in the period presented and in prior periods on homes sold in the period presented (“Resale Cohort Holding Costs”). Holding costs include mainly property taxes, insurance, utilities, homeowners association dues and maintenance costs. Holding costs are included in Sales, marketing and operations in the period in which they are incurred (“GAAP Holding Costs”).
(3)Advertising expenses are included in Sales, marketing and operations. Other marketing expenses include non-advertising marketing expenses such as acquisition leads and referrals and public relations services and are included in Sales, marketing and operations.
(4)Represents operating expenses that are generally related to the volume of homes transacted during the period and tend to be variable in nature. This primarily includes workforce expenses in support of sales, and real estate operations.
(5)Represents operating expenses that are not directly correlated with home transaction volumes. These expenses generally include costs related to salaries and benefits for our executive, finance, technology, human resources, legal, marketing and administrative personnel, as well as third-party professional services fees, rent expense and third-party software.
(6)In connection with the appointment of the Company’s new Chief Executive Officer in September 2025, the Company granted two make-whole awards related to compensation forfeited from his former employer. The awards consisted of (i) a $15 million cash award and (ii) a restricted stock unit award with a grant date value of $15 million. Both awards vested nine months after his start date and were expensed over the requisite service period. The CEO make-whole provision adjustment reflects only the expense associated with the cash make-whole award. The expense associated with the restricted stock unit make-whole award is included in the stock-based compensation line item presented separately in the reconciliation above.
(7)Other segment income (expenses) are primarily made up of depreciation and amortization, restructuring, and amortization of stock-based compensation capitalized to internally developed software. This also includes the elimination of holding costs incurred in prior periods on homes sold in the periods presented, and includes holding costs incurred in the current period on homes remaining in inventory at period end.
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
16.BUSINESS ACQUISITIONS
On July 20, 2026, the Company completed the acquisition of asset and equity interests of certain subsidiaries of Doma Technology LLC in exchange for $10 million in cash consideration (the “Acquisition”). The Company entered into the Acquisition to expand its title and escrow services, including the right to participate in Fannie Mae’s Title Acceptance Program.
The Acquisition has been accounted for as a business combination under ASC 805, Business Combinations, using the acquisition method of accounting. The Company recognized fair value amounts of assets acquired and liabilities assumed at the acquisition date, primarily related to goodwill of $4 million and intangible assets of $6 million. Intangible assets recognized were related to customer relationships, developed technology, and the Company’s right to participate in Fannie Mae’s Title Acceptance Program, and have useful lives ranging from 1 to 5 years.
17.COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated.
There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s condensed consolidated results of operations or financial condition.
18.RESTRUCTURING
Restructuring costs for ongoing employee benefit arrangements, inclusive of statutory requirements, are recognized in accordance with ASC 712, Compensation - Non-retirement Post-employment Benefits when it becomes probable that an obligation has been incurred and the amount can be reasonably estimated. If applicable, the Company recognizes restructuring costs over the terminated employees’ remaining service period. The liabilities for restructuring costs are recognized in Accounts payable and other accrued liabilities on the condensed consolidated balance sheets.
During the quarter ended June 30, 2026, the Company initiated the closure of its Indian subsidiary. The Company recognized $3 million of restructuring expenses related to post-employment benefits for approximately 150 employees, as well as other costs associated with the closure, including $1 million related to the early termination of a lease. Payments for restructuring costs incurred during the quarter ended June 30, 2026 were substantially completed by the third quarter of 2026.
During the nine months ended September 30, 2025, the Company recognized $6 million of restructuring expenses related to post-employment benefits for approximately 125 employees, as well as other cost reduction efforts. Additionally, the Company incurred $4 million of costs related to the early termination of two leases. Payments for restructuring costs incurred during the nine months ended September 30, 2025 were substantially completed by the third quarter of 2025.
As of September 30, 2026 and December 31, 2025, the restructuring liability balance was $1 million and $1 million, respectively.
| September 30, 2026 | |||||||||||
Balance-December 31, 2025 | $ | ||||||||||
| Additions charged to expense | |||||||||||
| Costs paid or otherwise settled | ( | ||||||||||
Balance- September 30, 2026 | $ | ||||||||||
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Notes to Condensed Consolidated Financial Statements
(Tabular amounts in millions, except share and per share amounts, ratios, or as noted)
(Unaudited)
19.SUBSEQUENT EVENTS
Subsequent to quarter end, the Company entered into two senior term credit facilities, which have final maturity dates of October 29, 2030 and November 4, 2030, respectively. As a result of these transactions, the Company has an aggregate borrowing capacity of $8.5 billion and fully committed borrowing capacity of $2.1 billion for its senior credit facilities.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with the historical condensed consolidated financial statements and related notes that appear in this Quarterly Report on Form 10-Q.
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 on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Overview
Opendoor’s mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. Our data-driven pricing models and integrated local operations are modernizing residential real estate by providing a simple, certain, and largely digital way to buy and sell homes. Since our founding, we have completed over 313,000 transactions across the United States, making us one of the largest buyers and sellers of homes in the United States.
Financial Highlights and Operating Metrics
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (in millions, except percentages, homes purchased, homes sold, and homes in inventory) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 1,022 | $ | 915 | $ | 107 | $ | 2,625 | $ | 3,635 | $ | (1,010) | ||||||||||||||||||||||||||
Gross profit | $ | 38 | $ | 66 | $ | (28) | $ | 196 | $ | 293 | $ | (97) | ||||||||||||||||||||||||||
Gross margin | 3.7 | % | 7.2 | % | 7.5 | % | 8.1 | % | ||||||||||||||||||||||||||||||
Net loss | $ | (218) | $ | (90) | $ | (128) | $ | (553) | $ | (204) | $ | (349) | ||||||||||||||||||||||||||
| Homes sold | 2,728 | 2,568 | 160 | 6,988 | 9,813 | (2,825) | ||||||||||||||||||||||||||||||||
Homes purchased | 4,865 | 1,169 | 3,696 | 11,717 | 6,535 | 5,182 | ||||||||||||||||||||||||||||||||
| Homes in inventory (at period end) | 7,596 | 3,139 | 4,457 | 7,596 | 3,139 | 4,457 | ||||||||||||||||||||||||||||||||
| Inventory (at period end) | $ | 2,568 | $ | 1,053 | $ | 1,515 | $ | 2,568 | $ | 1,053 | $ | 1,515 | ||||||||||||||||||||||||||
Percentage of homes “on the market” for greater than 120 days (at period end) | 18 | % | 51 | % | 18 | % | 51 | % | ||||||||||||||||||||||||||||||
Non-GAAP Financial Highlights (1) | ||||||||||||||||||||||||||||||||||||||
Contribution Profit | $ | 34 | $ | 20 | $ | 14 | $ | 117 | $ | 143 | $ | (26) | ||||||||||||||||||||||||||
| Contribution Margin | 3.3 | % | 2.2 | % | 4.5 | % | 3.9 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (31) | $ | (33) | $ | 2 | $ | (66) | $ | (40) | $ | (26) | ||||||||||||||||||||||||||
| Adjusted EBITDA Margin | (3.0) | % | (3.6) | % | (2.5) | % | (1.1) | % | ||||||||||||||||||||||||||||||
Adjusted Net Loss | $ | (66) | $ | (61) | $ | (5) | $ | (145) | $ | (133) | $ | (12) | ||||||||||||||||||||||||||
________________
(1)See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.
Current Housing Environment
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, a 30-year low and roughly 20% below the pre-pandemic decade average of approximately 5 million annual sales. As of September 2026, home prices were roughly flat year-
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
over-year. Mortgage rates increased during the third quarter, with the average 30-year fixed mortgage rate rising from the mid-6% range to above 7% by the end of September. Seller-buyer disconnect persists, with delistings (homes withdrawn from the market without selling) reaching their highest average level for any third quarter 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. We continued our tailored spread 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 this approach 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.
Factors Affecting our Business Performance
Market Penetration
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 market 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.
Partnership channels with homebuilders, agents, and online real estate platforms are an important source of leads for our business. We have relationships with three of the largest online real estate platforms, Zillow, 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 to build our brand awareness and serve as additional avenues for sellers to learn about the benefits of our products.
A continued source of opportunity is re-engagement with our base of registered sellers, meaning sellers that have received an offer from Opendoor but have not yet sold their home. In the last ten years, we have sent millions of offers and, while not everyone is ready to act when they request an offer, we treat everyone as a potential future seller. We perpetually iterate on our re-engagement strategies and believe that our registered customer base will continue to be an important source of home acquisition volumes.
Geographic Footprint
We continually evaluate opportunities to expand our footprint. At the start of 2025, our products were available in 50 markets across select U.S. states. By the end of 2025, we expanded our reach to serve customers nationwide across the contiguous United States through one or more of our product offerings, including cash and Cash Now, More Later offers.
Adjacent Services
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 opportunities, or partnerships, with the expectation that these adjacent services will continue to improve our unit economics.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Unit Economics
We view Contribution Margin as a key measure of unit economic performance. Contribution Margin is a non-GAAP financial measure. See “—Non-GAAP Financial Measures” for further details and a reconciliation of Contribution Margin to gross margin. Our long-term financial performance depends, in part, on continuing to maintain and expand unit margins through the following initiatives:
•Optimization and enhancements of our pricing engine;
•Platform efficiency improvements through greater use of generative AI, automation and self-service;
•Incremental attach of services, which supplement the transaction margin profile; and
•Leveraging our platform to develop additional offerings, which we expect can increase overall conversion and unlock more capital-light margin.
Inventory Management
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 prioritize resale speed to reduce market exposure and to support inventory health, and we monitor sell-through rates, holding periods, and portfolio aging, calibrating our list prices to market 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, the home’s carrying value is adjusted to its net realizable value and an inventory valuation adjustment is recorded to cost of revenue. 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 $53 million and $76 million during the three and nine months ended September 30, 2026, respectively, and $15 million and $48 million during the three and nine months ended September 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 September 30, 2026, such homes represented 18% of our portfolio, compared to 30% 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.
Inventory Financing
Our business model is working capital intensive and inventory financing is a key enabler of our growth. We primarily rely on our access to asset-backed debt, which consists of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities, to finance our home acquisitions. See “—Liquidity and Capital Resources — Debt and Financing Arrangements.”
Seasonality
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, product innovation, and changes in macroeconomic conditions, such as inflation and interest rate fluctuations, have obscured the impact of seasonality in our historical financials and may continue to do so.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Non-GAAP Financial Measures
In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”).
These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net loss. We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries.
Adjusted Gross Profit and Contribution Profit
To provide investors with additional information regarding our margins and return on inventory acquired, we have included Adjusted Gross Profit and Contribution Profit, which are non-GAAP financial measures. We believe that Adjusted Gross Profit and Contribution Profit are useful financial measures for investors as they are supplemental measures used by management in evaluating unit level economics and our operating performance. Each of these measures is intended to present the economics related to homes sold during a given period. We do so by including revenue generated from homes sold (and adjacent services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in inventory as of the end of the period. Contribution Profit provides investors a measure to assess Opendoor’s ability to generate returns on homes sold during a reporting period after considering home purchase costs, renovation and repair costs, holding costs and selling costs.
Adjusted Gross Profit and Contribution Profit are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.
Adjusted Gross Profit / Margin
We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) inventory valuation adjustment in the current period, and (2) inventory valuation adjustment in prior periods. Inventory valuation adjustment in the current period is calculated by adding back the inventory valuation adjustments recorded during the period on homes that remain in inventory at period end. Inventory valuation adjustment in prior periods is calculated by subtracting the inventory valuation adjustments recorded in prior periods on homes sold in the current period. Adjusted Gross Margin is Adjusted Gross Profit as a percentage of revenue.
We view this metric as an important measure of business performance as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess home pricing, service fees and renovation performance for a specific resale cohort.
Contribution Profit / Margin
We calculate Contribution Profit as Adjusted Gross Profit, minus certain costs incurred on homes sold during the current period including: (1) holding costs incurred in the current period, (2) holding costs incurred in prior periods, and (3) direct selling costs. Contribution Margin is Contribution Profit as a percentage of revenue.
We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess the revenues and certain costs directly attributable to a specific resale cohort.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
The following table presents a reconciliation of our Adjusted Gross Profit and Contribution Profit to our gross profit, which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Revenue (GAAP) | $ | 1,022 | $ | 915 | $ | 2,625 | $ | 3,635 | ||||||||||||||||||
Gross profit (GAAP) | $ | 38 | $ | 66 | $ | 196 | $ | 293 | ||||||||||||||||||
| Gross Margin | 3.7 | % | 7.2 | % | 7.5 | % | 8.1 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Inventory valuation adjustment – Current Period(1)(2) | 53 | 15 | 62 | 29 | ||||||||||||||||||||||
Inventory valuation adjustment – Prior Periods(1)(3) | (11) | (17) | (20) | (23) | ||||||||||||||||||||||
Adjusted Gross Profit | $ | 80 | $ | 64 | $ | 238 | $ | 299 | ||||||||||||||||||
| Adjusted Gross Margin | 7.8 | % | 7.0 | % | 9.1 | % | 8.2 | % | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Direct selling costs(4) | (35) | (28) | (87) | (100) | ||||||||||||||||||||||
Holding costs on sales – Current Period(5)(6) | (4) | (4) | (22) | (33) | ||||||||||||||||||||||
Holding costs on sales – Prior Periods(5)(7) | (7) | (12) | (12) | (23) | ||||||||||||||||||||||
Contribution Profit | $ | 34 | $ | 20 | $ | 117 | $ | 143 | ||||||||||||||||||
| Contribution Margin | 3.3 | % | 2.2 | % | 4.5 | % | 3.9 | % | ||||||||||||||||||
(1)Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value. The sum of the current period and prior period inventory valuation adjustments is referred to as “net inventory valuation adjustments”.
(2)Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.
(3)Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
(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 taxes. Selling costs are included in Sales, marketing and operations on the condensed consolidated statements of operations.
(5)Holding costs primarily include property taxes, insurance, utilities, homeowners association dues and maintenance costs. Holding costs are included in Sales, marketing, and operations on the condensed consolidated statements of operations.
(6)Represents holding costs incurred in the period presented on homes sold in the period presented.
(7)Represents holding costs incurred in prior periods on homes sold in the period presented.
Adjusted Net Loss and Adjusted EBITDA
We also present Adjusted Net Loss and Adjusted EBITDA, which are non-GAAP financial measures that management uses to assess our underlying financial performance. These measures are also commonly used by investors and analysts to compare the underlying performance of companies in our industry. We believe these measures provide investors with meaningful period over period comparisons of our underlying performance, adjusted for certain charges that are non-cash, not directly related to our revenue-generating operations, not aligned to related revenue, or not reflective of ongoing operating results that vary in frequency and amount.
Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations. For example, these measures exclude the impact of certain costs required to be recorded under GAAP. These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
GAAP in the same period. These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net loss.
Adjusted Net Loss
We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, intangibles amortization 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 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 terminate or partially extinguish portions of our outstanding credit facilities or convertible senior notes early; these expenses or gains are not reflective of ongoing operating results and vary in frequency and amount. 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.
Adjusted EBITDA / Margin
We calculate Adjusted EBITDA as Adjusted Net Loss adjusted for depreciation and amortization, property financing and other interest expense, interest income, and income tax expense. Adjusted EBITDA is a supplemental performance measure that our management uses to assess our operating performance and the operating leverage in our business. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
The following table presents a reconciliation of our Adjusted Net Loss and Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue (GAAP) | $ | 1,022 | $ | 915 | $ | 2,625 | $ | 3,635 | ||||||||||||||||||
Net loss (GAAP) | $ | (218) | $ | (90) | $ | (553) | $ | (204) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Stock-based compensation | 12 | 13 | 46 | 40 | ||||||||||||||||||||||
Stock-based compensation for market condition RSUs | 96 | 14 | 301 | 14 | ||||||||||||||||||||||
| Amortization of stock-based compensation capitalized to IDSW | 2 | 4 | 8 | 11 | ||||||||||||||||||||||
Equity securities fair value adjustment(1) | — | — | — | 3 | ||||||||||||||||||||||
Intangibles amortization expense(2) | 1 | — | 1 | — | ||||||||||||||||||||||
Inventory valuation adjustment – Current Period(3)(4) | 53 | 15 | 62 | 29 | ||||||||||||||||||||||
Inventory valuation adjustment – Prior Periods(3)(5) | (11) | (17) | (20) | (23) | ||||||||||||||||||||||
Restructuring(6) | — | 1 | 3 | 10 | ||||||||||||||||||||||
CEO make-whole provision(7) | — | — | 9 | — | ||||||||||||||||||||||
Loss (gain) on extinguishment of debt | — | 1 | 1 | (9) | ||||||||||||||||||||||
Other(8) | (1) | (2) | (3) | (4) | ||||||||||||||||||||||
Adjusted Net Loss | $ | (66) | $ | (61) | $ | (145) | $ | (133) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Depreciation and amortization, excluding amortization of intangibles | 3 | 5 | 13 | 15 | ||||||||||||||||||||||
Property financing(9) | 34 | 23 | 77 | 81 | ||||||||||||||||||||||
Other interest expense(10) | 4 | 11 | 13 | 22 | ||||||||||||||||||||||
Interest income(11) | (7) | (12) | (25) | (26) | ||||||||||||||||||||||
| Income tax expense | 1 | 1 | 1 | 1 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | (31) | $ | (33) | $ | (66) | $ | (40) | ||||||||||||||||||
| Adjusted EBITDA Margin | (3.0) | % | (3.6) | % | (2.5) | % | (1.1) | % | ||||||||||||||||||
________________
(1)Represents the gains and losses on certain financial instruments, which are marked to fair value at the end of each period.
(2)Represents amortization of acquisition-related intangible assets.
(3)Inventory valuation adjustment includes adjustments to record real estate inventory at the lower of its carrying amount or its net realizable value. The sum of the current period and prior period inventory valuation adjustments is referred to as “net inventory valuation adjustments”.
(4)Inventory valuation adjustment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.
(5)Inventory valuation adjustment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.
(6)Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated, consulting fees, and expenses related to the termination of certain leases incurred during the restructuring process.
(7)In connection with the appointment of the Company’s new Chief Executive Officer in September 2025, the Company granted two make-whole awards related to compensation forfeited from his former employer. The awards consisted of (i) a $15 million cash award and (ii) a restricted stock unit award with a grant date value of $15 million. Both awards vested nine months after his start date and were expensed over the requisite service period. The CEO make-whole provision
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
adjustment reflects only the expense associated with the cash make-whole award. The expense associated with the restricted stock unit make-whole award is included in the stock-based compensation line item presented separately in the reconciliation above.
(8)Primarily includes related party services income and sublease income.
(9)Includes interest expense on our asset-backed debt facilities.
(10)Includes (i) amortization of debt issuance costs, loan origination fees, commitment fees, unused fees, and other interest related costs on our asset-backed debt facilities, and (ii) amortization of debt issuance costs and debt discounts and interest expense related to our 0.25% convertible senior notes due 2026 (the “2026 Notes”), 7.00% convertible senior notes due 2030 (the “2030-A Notes”) and 0.00% convertible senior notes due 2030 (the “2030-B Notes” and, together with the 2026 Notes and the 2030-A Notes, the “Convertible Senior Notes”).
(11)Consists mainly of interest earned on cash, cash equivalents and restricted cash.
Components of Our Results of Operations
Revenue
We generate the majority of our revenue from the sale of homes that we previously acquired from homeowners. In addition, we generate revenue from additional services we provide to both home sellers and buyers, which consists primarily of title insurance, escrow services, and real estate brokerage services.
Home sales revenue from selling residential real estate is recognized when title to and possession of the property has transferred to the buyer and we have no continuing involvement with the property, which is generally the close of escrow. The amount of revenue recognized for each home sale is equal to the sale price of the home net of any concessions.
Cost of Revenue
Cost of revenue includes the property purchase price, acquisition costs, and direct costs to renovate or repair the home. These costs are accumulated in real estate inventory during the property holding period and charged to cost of revenue under the specific identification method when the property is sold. Real estate inventory is reviewed for valuation adjustments at least quarterly. If the carrying amount for a given home is not expected to be recovered, the home’s carrying value is adjusted to its net realizable value and an inventory valuation adjustment is recorded to cost of revenue. For homes sold under our Cash Now, More Later product, cost of revenue also includes any remaining sale proceeds remitted to the original seller upon resale, net of our service fee and certain recoverable costs.
Additionally, for revenue other than home sales revenue, cost of revenue consists of any costs incurred in delivering the service, including associated headcount expenses such as salaries, benefits, and stock-based compensation.
Operating Expenses
Sales, Marketing and Operations Expense
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, homeowners association dues and maintenance, and expenses associated with product marketing, promotions and brand-building. Sales, marketing and operations expense also includes any headcount expenses in support of sales, marketing, and real estate operations such as salaries, benefits, and stock-based compensation.
General and Administrative Expense
General and administrative expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel, third-party professional services fees and rent expense.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Technology and Development Expense
Technology and development expense consists primarily of employee-related expenses for product development, design, data analytics and engineering, including salaries, benefits and stock-based compensation, as well as contractor and consultant fees, third-party software and hosting costs, and amortization of internally developed software. We continue to focus our technology and development efforts on enhancing our pricing and valuation algorithms, improving transaction efficiency, and expanding the capabilities, product offerings and user experience of our digital home buying and selling platform.
Restructuring Expense
Restructuring expense consists primarily of severance and other termination benefits for employees whose roles have been eliminated, consulting fees, and expenses related to the termination of certain leases incurred during the restructuring process. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 18. Restructuring” for additional information regarding restructuring expenses.
(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.
Interest Expense
Interest expense consists primarily of interest paid or payable and the amortization of debt discounts and debt issuance costs. Interest expense varies period over period, primarily due to fluctuations in our inventory volumes and changes in the floating benchmark interest rates, based on the secured overnight financing rate (“SOFR”), plus an applicable margin, which impact the interest incurred on our asset-backed senior debt facilities (see “— Liquidity and Capital Resources — Debt and Financing Arrangements”).
We expect our overall interest expense to increase as inventory increases. Subject to market conditions and cost of capital trade-offs, we will evaluate opportunities to expand our sources of financing over time, which may allow us to diversify our mix of financing sources to include more cost-effective financing relative to our higher cost mezzanine term debt facilities.
Other Income — Net
Other income — net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds.
Income Tax Expense
We record income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.
We record a valuation allowance to reduce our deferred tax assets and liabilities to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Results of Operations
The following table sets forth our results of operations for each of the periods presented:
| Three Months Ended September 30, | Change in | ||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Revenue | $ | 1,022 | $ | 915 | $ | 107 | 12 | % | |||||||||||||||
| Cost of revenue | 984 | 849 | 135 | 16 | % | ||||||||||||||||||
Gross profit | 38 | 66 | (28) | (42) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales, marketing and operations | 80 | 66 | 14 | 21 | % | ||||||||||||||||||
| General and administrative | 121 | 48 | 73 | 152 | % | ||||||||||||||||||
| Technology and development | 24 | 19 | 5 | 26 | % | ||||||||||||||||||
| Restructuring | — | 1 | (1) | (100) | % | ||||||||||||||||||
| Total operating expenses | 225 | 134 | 91 | 68 | % | ||||||||||||||||||
Loss from operations | (187) | (68) | (119) | 175 | % | ||||||||||||||||||
| (Loss) gain on extinguishment of debt | — | (1) | 1 | (100) | % | ||||||||||||||||||
| Interest expense | (38) | (34) | (4) | 12 | % | ||||||||||||||||||
Other income-net | 8 | 14 | (6) | (43) | % | ||||||||||||||||||
Loss before income taxes | (217) | (89) | (128) | 144 | % | ||||||||||||||||||
| Income tax expense | (1) | (1) | — | — | % | ||||||||||||||||||
Net loss | $ | (218) | $ | (90) | $ | (128) | 142 | % | |||||||||||||||
| Nine Months Ended September 30, | Change in | ||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Revenue | $ | 2,625 | $ | 3,635 | $ | (1,010) | (28) | % | |||||||||||||||
| Cost of revenue | 2,429 | 3,342 | (913) | (27) | % | ||||||||||||||||||
| Gross profit | 196 | 293 | (97) | (33) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales, marketing and operations | 215 | 250 | (35) | (14) | % | ||||||||||||||||||
| General and administrative | 393 | 109 | 284 | 261 | % | ||||||||||||||||||
| Technology and development | 75 | 61 | 14 | 23 | % | ||||||||||||||||||
| Restructuring | 3 | 10 | (7) | (70) | % | ||||||||||||||||||
| Total operating expenses | 686 | 430 | 256 | 60 | % | ||||||||||||||||||
Loss from operations | (490) | (137) | (353) | 258 | % | ||||||||||||||||||
| (Loss) gain on extinguishment of debt | (1) | 9 | (10) | N/M | |||||||||||||||||||
| Interest expense | (90) | (103) | 13 | (13) | % | ||||||||||||||||||
Other income-net | 29 | 28 | 1 | 4 | % | ||||||||||||||||||
| Loss before income taxes | (552) | (203) | (349) | 172 | % | ||||||||||||||||||
| Income tax expense | (1) | (1) | — | — | % | ||||||||||||||||||
| Net loss | $ | (553) | $ | (204) | $ | (349) | 171 | % | |||||||||||||||
N/M - Not meaningful.
Revenue
Revenue increased by $107 million, or 12%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase in revenue was primarily attributable to higher sales volumes in the third quarter of 2026, which was driven by higher homes in inventory entering the quarter. We began the third quarter of 2026 with 5,459 homes in inventory, compared to 4,538 homes at the beginning of the third quarter of 2025. We sold 2,728 homes during the three months ended September 30, 2026, compared to 2,568 homes during the three months ended September 30, 2025, representing an increase of 6%. Revenue per home sold increased 5% between the same periods.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Revenue decreased by $1.0 billion, or 28%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in revenue was primarily attributable to lower sales volumes in the first nine months of 2026, which was driven by lower homes in inventory entering the year. We began 2026 with 2,867 homes in inventory, compared to 6,417 homes at the beginning of 2025. We sold 6,988 homes during the nine months ended September 30, 2026, compared to 9,813 homes during the nine months ended September 30, 2025, representing a decrease of 29%. Revenue per home sold increased 1% between the same periods.
Cost of Revenue
Cost of revenue increased by $135 million, or 16%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase in cost of revenue was primarily attributable to higher sales volumes, a 5% increase in cost of revenue per home sold, excluding inventory valuation adjustments on homes in inventory at period end, as well as an increase of $44 million of net inventory valuation adjustments.
Cost of revenue decreased by $913 million, or 27%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in cost of revenue was primarily attributable to lower sales volumes, as cost of revenue per home sold, excluding inventory valuation adjustments on homes in inventory at period end, remained flat, partially offset by an increase of $36 million of net inventory valuation adjustments.
Gross Profit
Gross profit decreased from $66 million to $38 million for the three months ended September 30, 2025 and September 30, 2026, respectively. The decrease reflected higher net inventory valuation adjustment expense, recognized within cost of revenue, partially offset by higher gross profit from adjacent services. Gross margin decreased from 7.2% to 3.7% for the three months ended September 30, 2025 and September 30, 2026, respectively. The decrease reflected growth in cost of revenue, including higher net inventory valuation adjustment expense, exceeding growth in revenue, partially offset by a greater contribution from adjacent services.
Gross profit decreased from $293 million to $196 million for the nine months ended September 30, 2025 and September 30, 2026, respectively. The decrease was primarily attributable to lower sales volumes, with higher net inventory valuation adjustment expense, recognized within cost of revenue, also contributing. The decrease was partially offset by higher gross profit from adjacent services. Gross margin decreased from 8.1% to 7.5% for the nine months ended September 30, 2025 and September 30, 2026, respectively. The decrease reflected higher net inventory valuation adjustment expense, partially offset by greater gross profit contribution from adjacent services.
Operating Expenses
Sales, Marketing and Operations. Sales, marketing and operations increased by $14 million, or 21%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to a $7 million increase in Direct selling costs, consistent with higher sales volumes, a $7 million increase in property holding costs due to an increase in average homes in inventory, partially offset by a $2 million decrease in advertising expense, which decreased from $7 million for the three months ended September 30, 2025 to $5 million for the three months ended September 30, 2026.
Sales, marketing and operations decreased by $35 million, or 14%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a $13 million decrease in Direct selling costs, consistent with lower sales volumes, a $9 million decrease in advertising expense, which decreased from $38 million for the nine months ended September 30, 2025 to $29 million for the nine months ended September 30, 2026, a $6 million decrease in property holding costs due to a decrease in average homes in inventory, and a $6 million decrease in headcount expenses, including salaries and benefits as we streamlined our organization.
General and Administrative. General and administrative increased by $73 million, or 152%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to a $75 million increase in stock-based compensation expenses, including $78 million related to market condition restricted stock units granted to executives.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
General and administrative increased by $284 million, or 261%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to a $274 million increase in stock-based compensation expenses, including $273 million related to market condition restricted stock units granted to executives, and a $9 million increase related to the CEO make-whole provision.
Technology and Development. Technology and development increased by $5 million, or 26%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to an $8 million increase in stock-based compensation expenses, including $4 million related to market condition restricted stock units granted to executives, and a $2 million increase in payroll and benefits due to higher headcount, partially offset by a $7 million decrease driven by increased IDSW capitalization and decreased amortization.
Technology and development increased by $14 million, or 23%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to a $23 million increase in stock-based compensation expenses, including $12 million related to market condition restricted stock units granted to executives, partially offset by a $13 million decrease driven by increased IDSW capitalization and decreased amortization.
Restructuring. Restructuring decreased by $1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Restructuring decreased by $7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. For the nine months ended September 30, 2026 and 2025, the Company incurred $3 million and $10 million, respectively, of restructuring expenses related to workforce reductions, associated consulting fees, and lease termination costs.
(Loss) Gain on Extinguishment of Debt
Loss on extinguishment of debt decreased by $1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
(Loss) gain on extinguishment of debt decreased by $10 million from a $9 million gain for the nine months ended September 30, 2025 to a $1 million loss for the nine months ended September 30, 2026. The gain on extinguishment of debt during the nine months ended September 30, 2025 was primarily attributable to the $10 million gain recognized on the Company’s partial extinguishment of its 2026 Notes.
Interest Expense
Interest expense increased by $4 million, or 12%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to an $10 million increase in property financing costs, driven by higher average balances on our asset-backed debt, partially offset by a $6 million decrease in costs associated with our Convertible Senior Notes.
Interest expense decreased by $13 million, or 13%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a $7 million decrease in costs associated with our Convertible Senior Notes and a $6 million decrease in property financing costs, driven by lower average balances on our asset-backed debt.
Other Income — Net
Other income — net decreased by $6 million, or 43%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to a $5 million decrease in interest income driven by a decrease in average cash, cash equivalents and restricted cash balances.
Other income — net increased by $1 million, or 4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Income Tax Expense
Income tax expense changed by a nominal amount for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of September 30, 2026, we had cash and cash equivalents of $910 million and restricted cash of $98 million. The decrease in our cash and cash equivalents balance of $52 million as compared to December 31, 2025 resulted primarily from an increase in real estate inventory and operating losses, repayment of the 2026 Notes, the purchase of capped calls, and the repurchase and retirement of common stock, partially offset by the proceeds from the issuance of the 2030-B Notes. Restricted cash decreased $241 million as compared to December 31, 2025, primarily reflecting the deployment of cash to acquire real estate inventory, and improved inventory health, which allowed us to finance homes closer to the maximum advance rates available under our asset-backed debt facilities.
As of September 30, 2026, the Company had total outstanding balances on our asset-backed debt of $2.4 billion and aggregate principal outstanding from convertible senior notes of $712 million. In addition, we had undrawn and uncommitted borrowing capacity of $5.1 billion under our asset-backed debt facilities (as described further below).
As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity and other factors and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material.
In August 2026, the Company issued $650 million aggregate principal amount of 2030-B Notes in privately negotiated subscription transactions with certain investors. Gross proceeds were $650 million, before placement agent fees and other offering expenses of $11 million. As of September 30, 2026, the $650 million outstanding aggregate principal amount of the 2030-B Notes is classified as a non-current liability.
In August 2026, in connection with the issuance of the 2030-B Notes, the Company purchased the 2030-B Capped Calls from certain financial institutions for an aggregate premium of $52 million and incurred approximately $1 million of related transaction costs. The premium and transaction costs were recorded as a reduction of additional paid-in capital. The 2030-B Capped Calls cover, subject to customary adjustments, approximately 138 million shares of the Company’s common stock. By entering into the 2030-B Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2030-B Notes settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2030-B Notes its common stock price exceeds the conversion price.
The 2026 Notes matured on August 15, 2026, and the Company paid $135 million to settle the outstanding aggregate principal amount and accrued and unpaid interest.
As of September 30, 2026, the $62 million outstanding aggregate principal balance of the 2030-A Notes is classified as a current liability in the condensed consolidated balance sheet. While the 2030-A 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 September 30, 2026, this condition was met and the 2030-A Notes are convertible through December 31, 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 details regarding the Convertible Senior Notes.
In August 2026, the Company’s board of directors authorized the repurchase of shares of the Company’s common stock. During the three months ended September 30, 2026, the Company repurchased 45,272,209 shares of its common stock in privately negotiated transactions for an aggregate purchase price of $158 million at an average price of $3.49 per share,
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
excluding transaction costs of $3 million with an aggregate $161 million recognized in additional paid-in capital. See “Part I - Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 9. Shareholders’ Equity” for additional details.
On November 6, 2025, our board of directors declared a distribution of a dividend in the form of warrants to purchase shares of our common stock. On November 21, 2025, a total of 99,295,146 Warrants were issued and distributed to the holders of record of common stock and 2030-A Notes as of the November 18, 2025 record date. The Warrants are initially exercisable only for cash at the applicable exercise price, subject to the Company’s ability to permit net exercise as provided in the applicable warrant agreement. For additional details regarding the Warrant Dividend (as defined herein), see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 11. Shareholders’ Equity” in our Annual Report on Form 10-K for the year ended December 31, 2025.
The table below summarizes the outstanding warrants as of September 30, 2026:
| September 30, 2026 | Trading Symbol | Exercise Price | Warrants Outstanding | |||||||||||||||||
Series K Warrants | OPENW | $ | 9.00 | 33,092,887 | ||||||||||||||||
Series A Warrants | OPENL | $ | 13.00 | 33,097,097 | ||||||||||||||||
Series Z Warrants | OPENZ | $ | 17.00 | 33,097,046 | ||||||||||||||||
Total | 99,287,030 | |||||||||||||||||||
We have incurred losses from inception through September 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 working capital requirements may increase should our inventory balance increase. We believe our cash and cash equivalents, together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report on Form 10-Q.
Debt and Financing Arrangements
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 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.
We primarily use asset-backed debt, consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities, to provide financing for our real estate inventory purchases and renovations. Our business is capital intensive and maintaining adequate liquidity and capital resources is needed as we continue to scale and accumulate additional inventory. We intend to actively manage our relationships with multiple financial institutions and seek to optimize duration, flexibility, efficiency and cost of funds, but there can be no assurance that we will be able to obtain sufficient capital for our business or to do so on acceptable financial and other terms.
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 September 30, 2026, the Company was in compliance with all financial covenants.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Our property financing subsidiaries’ assets and credit generally are not available to satisfy the debts and other obligations of any other Opendoor entities. Our asset-backed debt is generally non-recourse to Opendoor and our subsidiaries that are not party to the relevant financing arrangements, except as described in “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 5. Credit Facilities, Long-Term Debt, and Convertible Notes”.
Our asset-backed senior debt facilities generally provide for advance rates of 75% to 90% against our cost basis in the underlying properties upon acquisition. Our mezzanine term facilities may finance up to 95% to 100% of our cost basis in the underlying properties upon acquisition. The maximum initial advance rates vary by facility and generally decrease on a fixed timeline that varies by facility based on the length of time a given property has been financed and other facility-specific adjustments, including adjustments based on collateral performance.
We would be required to keep amounts in restricted cash accounts to collateralize our asset-backed term debt facilities if the property borrowing base is insufficient to satisfy the borrowing base requirements or if the value of the assets of a certain Opendoor subsidiary declines below certain levels. If these events occur, we may utilize other available credit facilities for our cash needs, potentially at higher interest rates. The amounts required to be kept in restricted cash accounts may fluctuate due to seasonality, timing of property acquisitions and resales, and the outstanding loan balances under our asset-backed term debt facilities.
The following table summarizes certain details related to our asset-backed debt as of September 30, 2026 (in millions, except interest rates):
| Outstanding Amount | ||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | Borrowing Capacity | Current | Non-Current | Weighted- Average Interest Rate | End of Revolving / Withdrawal Period | Final Maturity Date | ||||||||||||||||||||||||||||||||
| Asset-backed Debt: | ||||||||||||||||||||||||||||||||||||||
| Asset-backed Senior Revolving Credit Facilities | ||||||||||||||||||||||||||||||||||||||
| Revolving Facility 2018-2 | $ | 1,000 | $ | — | $ | — | — | % | June 25, 2027 | June 25, 2027 | ||||||||||||||||||||||||||||
| Revolving Facility 2018-3 | 750 | 433 | — | 6.59 | % | December 11, 2028 | December 11, 2028 | |||||||||||||||||||||||||||||||
| Revolving Facility 2019-1 | 300 | 172 | — | 6.70 | % | February 18, 2028 | February 18, 2028 | |||||||||||||||||||||||||||||||
| Revolving Facility 2019-2 | 450 | 432 | — | 6.56 | % | December 2, 2026 | October 1, 2027 | |||||||||||||||||||||||||||||||
| Revolving Facility 2019-3 | 300 | 255 | — | 6.66 | % | April 5, 2028 | April 4, 2029 | |||||||||||||||||||||||||||||||
| Asset-backed Senior Term Debt Facilities | ||||||||||||||||||||||||||||||||||||||
| Term Debt Facility 2021-S1 | 400 | 100 | — | 6.43 | % | February 24, 2027 | August 24, 2027 | |||||||||||||||||||||||||||||||
| Term Debt Facility 2021-S3 | 1,000 | 625 | — | 3.75 | % | January 31, 2027 | July 31, 2027 | |||||||||||||||||||||||||||||||
| Total | $ | 4,200 | $ | 2,017 | $ | — | ||||||||||||||||||||||||||||||||
| Issuance Costs | (1) | — | ||||||||||||||||||||||||||||||||||||
| Carrying Value | $ | 2,016 | $ | — | ||||||||||||||||||||||||||||||||||
| Asset-backed Mezzanine Term Debt Facilities | ||||||||||||||||||||||||||||||||||||||
| Term Debt Facility 2020-M1 | 3,000 | — | 200 | 12.50 | % | February 25, 2028 | February 25, 2029 | |||||||||||||||||||||||||||||||
| Term Debt Facility 2022-M1 | 250 | — | 150 | 12.50 | % | January 31, 2027 | November 1, 2027 | |||||||||||||||||||||||||||||||
| Total | $ | 3,250 | $ | — | $ | 350 | ||||||||||||||||||||||||||||||||
| Issuance Costs | (2) | |||||||||||||||||||||||||||||||||||||
| Carrying Value | $ | 348 | ||||||||||||||||||||||||||||||||||||
| Total Asset-backed Debt | $ | 7,450 | $ | 2,016 | $ | 348 | ||||||||||||||||||||||||||||||||
Asset-backed Senior Revolving Credit Facilities
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
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
September 30, 2026, we had committed borrowing capacity with respect to asset-backed senior revolving credit facilities of $572 million.
The revolving period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior revolving credit facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.
Asset-backed Senior Term Debt Facilities
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 liabilities is reduced by issuance costs of $1 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 September 30, 2026, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $725 million.
The withdrawal period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior term debt facilities may also have additional extension options that are subject to lender approval that are not reflected in the table above.
Asset-backed Mezzanine Term Debt Facilities
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 borrowings above the committed amounts are subject to the applicable lender’s discretion. As of September 30, 2026, we had committed borrowing capacity with respect to asset-backed mezzanine term debt facilities of $350 million.
Convertible Senior Notes
In August 2021, we issued the 2026 Notes, which matured on August 15, 2026 and were repaid in full in cash. In May 2025, we issued the 2030-A Notes, and in August 2026, we issued the 2030-B Notes. The table below summarizes certain details related to our Convertible Senior Notes (in millions), as of September 30, 2026:
| September 30, 2026 | Remaining Aggregate Principal Amount | Unamortized Debt Discount and Issuance Costs | Net Carrying Amount | |||||||||||||||||
| 2030-A Notes | $ | 62 | $ | (3) | $ | 59 | ||||||||||||||
| 2030-B Notes | 650 | (11) | 639 | |||||||||||||||||
Total Convertible Senior Notes | $ | 712 | $ | (14) | $ | 698 | ||||||||||||||
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 information regarding our debt and financing arrangements.
Special Purpose Entities
The Company has established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various variable interest entities (“VIE”) within these financing structures and consolidates these VIEs. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 4. Variable Interest Entities” for additional information regarding our VIEs.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
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 September 30, 2026 (in millions):
| VIE | Non-VIE | Total | ||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 910 | $ | 910 | ||||||||||||||
| Restricted cash | 93 | 5 | 98 | |||||||||||||||||
| Escrow receivable | 14 | — | 14 | |||||||||||||||||
| Real estate inventory | 2,614 | 17 | 2,631 | |||||||||||||||||
| Inventory valuation adjustment | (62) | (1) | (63) | |||||||||||||||||
| Real estate inventory, net | 2,552 | 16 | 2,568 | |||||||||||||||||
| Other current assets | 7 | 23 | 30 | |||||||||||||||||
| Total current assets | 2,666 | 954 | 3,620 | |||||||||||||||||
| OTHER ASSETS | (1) | — | 120 | 120 | ||||||||||||||||
| TOTAL ASSETS | $ | 2,666 | $ | 1,074 | $ | 3,740 | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||||||
Current asset-backed senior revolving credit | $ | 1,292 | $ | — | $ | 1,292 | ||||||||||||||
Current asset-backed senior term debt | 724 | — | 724 | |||||||||||||||||
Convertible senior notes – current portion | — | 59 | 59 | |||||||||||||||||
| Other current liabilities | (2) | 48 | 31 | 79 | ||||||||||||||||
| Total current liabilities | 2,064 | 90 | 2,154 | |||||||||||||||||
| Non-current asset-backed mezzanine term debt | 348 | — | 348 | |||||||||||||||||
| Non-current asset-backed senior term debt | — | — | — | |||||||||||||||||
| CONVERTIBLE SENIOR NOTES – Net of current portion | — | 639 | 639 | |||||||||||||||||
| LEASE LIABILITIES – Net of current portion | — | 6 | 6 | |||||||||||||||||
OTHER LIABILITIES | — | 1 | 1 | |||||||||||||||||
| TOTAL LIABILITIES | $ | 2,412 | $ | 736 | $ | 3,148 | ||||||||||||||
| SHAREHOLDERS’ EQUITY: | $ | 254 | $ | 338 | $ | 592 | ||||||||||||||
________________
(1)The Company’s consolidated Other Assets include the following assets as shown in the condensed consolidated balance sheets: Property and Equipment - Net, $25 million; Right of Use Assets, $9 million; Goodwill, $7 million; Intangibles - Net, $5 million, and Other Assets, $74 million.
(2)The Company’s consolidated Other Current Liabilities include the following liabilities as shown in the condensed consolidated balance sheets: Accounts Payable and Other Accrued Liabilities, $71 million; Interest Payable, $6 million; and Lease Liabilities – Current, $2 million.
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Net cash (used in) provided by operating activities | $ | (1,796) | $ | 979 | ||||||||||
| Net cash used in investing activities | $ | (28) | $ | (9) | ||||||||||
| Net cash provided by (used in) financing activities | $ | 1,531 | $ | (281) | ||||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | $ | (293) | $ | 689 | ||||||||||
Net Cash (Used in) Provided by Operating Activities
Net cash (used in) provided by operating activities was $(1.8) billion and $979 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, cash used in operating activities was primarily driven by the $1.7 billion increase in real estate inventory and our net loss, net of non-cash items, of $98 million. For the nine months ended September 30, 2025, cash provided by operating activities was primarily driven by a $1.1 billion decrease in real estate inventory, partially offset by our net loss, net of non-cash items, of $66 million.
Net Cash Used in Investing Activities
Net cash used in investing activities was $(28) million and $(9) million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, cash used in investing activities consisted of a $13 million increase in property and equipment primarily related to IDSW capitalization, a $10 million increase for the acquisition of certain subsidiaries of Doma Technology LLC, net of cash acquired, and a $5 million increase in non-marketable equity securities. For the nine months ended September 30, 2025, cash used in investing activities consisted of a $9 million increase in property and equipment primarily related to IDSW capitalization, as well as, a $6 million increase in non-marketable equity securities, partially offset by a decrease in marketable securities of $6 million.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by (used in) financing activities was $1.5 billion and $(281) million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, cash provided by financing activities was primarily attributable to $1.2 billion net proceeds from asset-backed debt and $650 million from the issuance of the 2030-B Notes. The proceeds were partially offset by the repayment of $135 million of outstanding aggregate 2026 Notes, the $53 million purchase of capped calls related to the 2030-B Notes, and the repurchase and retirement of $161 million of common stock. For the nine months ended September 30, 2025, cash used in financing activities was primarily attributable to $584 million net principal payments on asset-backed debt, partially offset by approximately $198 million of total cash proceeds, after commissions, from the issuance of common stock under the at-the-market offering agreement, as well as $75 million of proceeds from the issuance of convertible senior notes, net of discount, and $41 million of proceeds from certain PIPE offerings.
Contractual Obligations and Commitments
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. Other than the issuance of the 2030-B Notes and repayment of the 2026 Notes described above, there have been no material changes outside the ordinary course of business in our commitments under contractual
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OPENDOOR TECHNOLOGIES INC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
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 September 30, 2026:
| Payment Due by Year | ||||||||||||||||||||||||||||||||||||||||||||||||||
(in millions) | Total | Less than 1 year | 1 – 3 years | 4 – 5 years | More than 5 years | |||||||||||||||||||||||||||||||||||||||||||||
Senior revolving credit facilities(1) | $ | 1,314 | $ | 1,314 | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||||
Senior and mezzanine term debt facilities(2) | 1,181 | 794 | 387 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Convertible senior notes(3) | 716 | 66 | — | 650 | — | |||||||||||||||||||||||||||||||||||||||||||||
Operating leases(4) | 10 | 1 | 5 | 4 | — | |||||||||||||||||||||||||||||||||||||||||||||
Purchase commitments(5) | 620 | 620 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 3,841 | $ | 2,795 | $ | 392 | $ | 654 | $ | — | ||||||||||||||||||||||||||||||||||||||||
______________
(1)Represents the principal amounts outstanding as of September 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 September 30, 2026.
(2)Represents the principal amounts outstanding as of September 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 for the 2030-A Notes assuming conversion within one year (noteholders may convert through December 31, 2026) and the $650 million principal amount of the 2030-B Notes due August 15, 2030, assuming no earlier conversion, redemption or repurchase of the 2030-B Notes. Upon conversion of the 2030-B Notes, the Company may elect to settle in cash, shares of its common stock, or a combination thereof. Actual cash principal payments for the 2030-B Notes could therefore differ from the amount presented. Any principal remaining outstanding at maturity is payable in cash. The 2030-B Notes do not bear regular interest and accordingly no interest payments are included. The 2030-A Notes mature on May 15, 2030, and the 2030-B Notes mature on August 15, 2030. Assuming no conversions total future cash outflows for the convertible senior notes would be as follows:
| Payment Due by Year | |||||||||||||||||||||||||||||
(in millions) | Total | Less than 1 year | 1 – 3 years | 4 – 5 years | More than 5 years | ||||||||||||||||||||||||
Convertible senior notes | $ | 729 | $ | 4 | $ | 9 | $ | 716 | $ | — | |||||||||||||||||||
(4)Represents future payments for long-term operating leases that have commenced, or have been executed but not yet commenced, as of September 30, 2026.
(5)As of September 30, 2026, we were under contract to purchase 1,780 homes for an aggregate purchase price of $620 million.
Critical Accounting Policies and Estimates
Discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the condensed consolidated financial statements. Based on this definition, critical accounting policies and estimates are discussed in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these critical accounting estimates during the first nine months
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular amounts in millions, except share and per share data and ratios, or as noted)
of 2026. In addition, we have other key accounting policies and estimates that are described in “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies” in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
For information on recent accounting standards, see “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies”.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks in the ordinary course of our business. These risks primarily consist of fluctuations in interest rates and exposure to inflationary pressures.
Interest Rate Risk
We are subject to market risk by way of changes in interest rates on borrowings under our inventory financing facilities. As of September 30, 2026, we had total outstanding balances on our asset-backed debt of $2.4 billion, 41% of which was based on a fixed rate with an average duration of 1.2 years and the remaining 59% was based on a floating rate. Total property financing interest expense for the nine months ended September 30, 2026 was $77 million, of which $51 million was fixed and $26 million was floating. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense. We may use interest rate cap derivatives, interest rate swaps or other interest rate hedging instruments to economically hedge and manage interest rate risk with respect to our variable floating rate debt. Many of our floating rate debt facilities also have benchmark rate floors. 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 information regarding our inventory financing facilities and fixed and floating interest rates. Assuming no change in the outstanding borrowings on our credit facilities, we estimate that a one percentage point increase in applicable benchmark rates would increase our annual interest expense by approximately $14 million as of September 30, 2026.
Inflation Risk
We believe the inflation experienced in recent years has impacted the cost of goods and services that we consume, such as labor and materials costs for home repairs. Moreover, despite certain legal challenges, the current U.S. presidential administration has implemented tariffs on imports from a number of countries, and has proposed or announced tariffs on goods from numerous additional countries and other trade policies intended to restrict imports, which may further increase the cost and the scarcity of materials used for home repairs. Inflationary pressures may additionally be compounded by elevated transportation costs linked to the geopolitical environment arising from events in the Middle East. We endeavor to offset these impacts in our business by appropriately considering them in our pricing and operational models. However, if our costs were to become subject to significant incremental inflationary pressure, we may not be able to fully offset such higher costs by adjusting our operational model or our pricing methodology. Our inability to do so could harm our business, results of operations, and financial condition.
Since 2022, the Federal Reserve has raised, lowered and again raised the federal funds rate, increasing it sharply in 2022 and 2023, reducing it in 2024 and 2025, and raising it again in September 2026. Changes in monetary policy and expectations for future rates influence mortgage rates. Higher mortgage rates reduce buyers’ purchasing power and can put downward pressure on home prices, while fluctuations in rates can widen the gap between seller price expectations and what buyers can afford. These conditions can slow transactions, extend holding periods, increase holding and financing costs, and adversely affect the resale value of our owned inventory. See “Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Housing Environment” for a further discussion of the impact of the elevated federal funds rate on our business.
Item 4. 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 Quarterly Report on Form 10-Q. Based on the evaluation, our Chief Executive
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Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level as of September 30, 2026.
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 September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The information required by this Item 1 is incorporated herein by reference to the discussion in “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17. Commitments and Contingencies – Legal Matters.”
In addition to the legal matters referenced above, we are currently and have in the past been subject to legal proceedings and regulatory actions in the ordinary course of business. We do not anticipate that the ultimate liability, if any, arising out of any such matters will have a material effect on our financial condition, results of operations or cash flows. In the future, we may be subject to further legal proceedings and regulatory actions in the ordinary course of business and we cannot predict whether any such proceeding or matter will have a material effect on our financial condition, results of operations or cash flows.
Item 1A. Risk Factors.
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 applicable, the risks described in “Part I – Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) as well as the other information in this Quarterly Report on Form 10-Q, including our financial statements and related notes and “Item 2. 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 described in “Part I – Item 1A. Risk Factors,” in our Annual Report or in subsequent periodic reports, 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.”
There have been no material changes to our risk factors since the Annual Report, other than the following:
We operate in a highly regulated industry and are subject to a wide range of federal, state, and local laws, rules, and regulations. Failure to comply with these laws, rules, and regulations or to obtain and maintain required licenses, could adversely affect our business, results of operations, and financial condition.
We operate in highly regulated businesses through a number of different channels across the United States. As a result, we are currently subject to a variety of, and may in the future become subject to additional, federal, state and local statutes and regulations in various jurisdictions (as well as judicial and administrative decisions and state common law), which are subject to change at any time, including laws regarding the real estate and mortgage industries, settlement services, insurance, construction, mobile and internet based businesses and other businesses that rely on advertising, as well as data privacy and consumer protection laws, and employment laws. These laws are complex and sometimes ambiguous, could directly impact our operations, and can be costly to comply with, require significant management time and effort, require a substantial investment in technology, and subject us to supervisory audits, claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.
For example, members of Congress and lawmaking bodies in several different states have proposed, and, in some cases enacted, legislation intended to disincentivize or restrict certain business entities, pooled investment funds, and institutional purchasers from acquiring, owning, or, in some cases, obtaining an interest in, single-family residential real estate. These laws and proposals generally attempt to prohibit or discourage restricted entities from purchasing residential real estate, and/or establish a maximum allowable number of single-family residential homes that can be purchased or held in inventory by certain specified types of entities. Some of these proposals would establish statutory penalties for violations, while others attempt to establish significant tax penalties to be levied upon (or attempt to limit or eliminate certain tax deductions or benefits for) specified purchasers and owners of single-family residential homes.
Additionally, in January 2026, President Trump issued an executive order directing federal agencies to prevent agencies and government-sponsored enterprises from facilitating the acquisition by “large institutional investors” of “single-family homes” in the United States that could otherwise be purchased by individual owner-occupants. Additionally, the order requires owners of single-family rentals participating in federal housing assistance programs to disclose direct or indirect ownership interests to determine involvement of large institutional investors.
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In July 2026, the 21st Century ROAD to Housing Act (the “ROAD Act”) was enacted in response to President Trump’s order. Beginning January 7, 2027, it generally prohibits “large institutional investors” from purchasing, or contracting to purchase, single-family homes, subject to certain enumerated “excepted purchases”. These include purchases of homes that are newly constructed, renovated or converted from rental use for sale by a large institutional investor and not rented pending sale. The ROAD Act generally defines a large institutional investor as a for-profit entity engaged, in whole or in part, in the business of investing in, owning, renting, managing or holding single-family homes that, alone or in concert with others, has direct or indirect investment control of at least 350 single-family homes. Homes purchased in excepted purchases after enactment are excluded from that count. Violations may result in civil penalties of up to the greater of $1 million or three times the purchase price of the property involved. The ROAD Act also requires large institutional investors to confirm their status, home counts and home locations to federal authorities annually.
In October 2026, the U.S. Department of the Treasury published a proposed rule to implement the ROAD Act. Among other things, the proposed rule would broadly interpret what it means to be engaged "in the business of" investing in, owning, renting, managing or holding single-family homes. Under the proposal, this would include holding single-family homes for the purpose, in whole or in part, of receiving investment gains or any other type of income or financial gain. The proposed rule includes only a narrow exclusion for holdings that are temporary and incidental to a different bona fide business. It also clarifies the requirements for certain excepted purchases. However, it does not address the exception for homes renovated or otherwise purchased for sale contemplated by the ROAD Act. For example, the ROAD Act exempts purchases of homes that are newly constructed, renovated, or a rental conversion for sale by a large institutional investor, as long as the home is not rented pending sale. The proposed rule is subject to public comment and may change before it is finalized, and Treasury has indicated that it may issue additional rules addressing other excepted purchase categories.
Although we are monitoring the rulemaking process and any final rules or other guidance may differ from the proposed rule, there can be no assurance that we will not be classified as a “large institutional investor” or other restricted entity. If Opendoor is included within the definition of “large institutional investor” and/or not exempted under the final rules, these restrictions could have a significant adverse impact on our ability to buy and sell homes, access GSE programs for financing or securitization purposes, or participate in federal housing programs. Additionally, certain of these proposals may cause originators of residential consumer loans to curtail or potentially cease originating and selling loans collateralized by properties in specific states, which could have an adverse effect on our mortgage business. These and other potential consequences could materially and adversely impact our business, financial condition, and results of operations.
We buy and sell homes, operate a mortgage business, provide real estate brokerage services, provide title insurance and settlement services, provide other product offerings, and have historically provided brokerage services, which results in us receiving or facilitating transmission of Personal Information. This information is increasingly subject to legislation and regulation in the United States. These laws and regulations are generally intended to protect the privacy and security of Personal Information, including borrower Social Security numbers, banking information, and credit card information that is collected, processed and transmitted. These laws also can restrict our use of this Personal Information for other commercial purposes. We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information, if penetration of network security or misuse of Personal Information occurs, or if the third parties that we engage with to provide processing and screening services violate applicable laws and regulations, misuse or mishandle information, or experience network security breaches.
In order to provide the broad range of products and services that we offer customers, certain of our subsidiaries maintain title insurance and escrow, property and casualty insurance, construction, and real estate licenses in certain states in which we operate. These entities are subject to stringent local, state, and federal laws and regulations and to the scrutiny of state and federal government agencies as licensed businesses.
Mortgage products are regulated at the state level by licensing authorities and administrative agencies, with additional oversight from the CFPB and other federal agencies. These laws generally regulate the manner in which lending and lending-related activities, including mortgage brokering, are marketed or made available to consumers, including, but not limited to, advertising, finding and qualifying applicants, the provision of consumer disclosures, payments for services, and record keeping requirements; these laws include, at the federal level, RESPA, the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act), the Truth in Lending Act (including the Home Ownership and Equity Protection Act of 1994), the Equal Credit Opportunity Act, the Fair Housing Act, the GLBA, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, the Military Lending Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, the Federal Trade Commission Act, the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, the Bank Secrecy Act (including the Office of Foreign Assets
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Control and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act), the TCPA, the Mortgage Acts and Practices Advertising Rule (Regulation N), all implementing regulations, and various other federal laws.
The CFPB also has broad authority to regulate mortgage origination activities and enforce prohibitions on practices that it deems to be unfair, deceptive or abusive. The growing regulatory focus on AI/automated underwriting, digital mortgage platforms, property valuation models, and fair lending may require us to adapt our business practices and could affect our ability to maintain compliance. Heightened uncertainty exists with respect to the future of the CFPB, including its leadership and enforcement priorities. Additionally, state and local laws may restrict the amount and nature of interest and fees that may be charged by a lender or mortgage broker, impose more stringent privacy requirements and protections for servicemembers, and/or otherwise regulate the manner in which lenders or mortgage brokers operate or advertise. We cannot predict the specific legislative or executive actions that may result or what impact such changes may have on our mortgage operations.
As a buyer and seller of residential real estate through our business, we hold real estate brokerage licenses in multiple states and may apply for additional real estate brokerage licenses as our business grows. To maintain these licenses, we must comply with the requirements governing the licensing and conduct of real estate brokerage services and brokerage-related businesses in the markets where we operate. We may be subject to additional local, state and federal laws and regulations governing residential real estate transactions, including those administered by the U.S. Department of Housing and Urban Development, and the states and municipalities in which we transact. Further, due to the geographic scope of our operations and the nature of the products and services we provide, certain of our other subsidiaries maintain real estate brokerage, property and casualty, and title insurance and escrow, and construction licenses in certain states in which we operate. Each of these licenses subjects our subsidiaries to different federal, state, and local laws and the scrutiny of different licensing authorities, including state insurance departments. Each subsidiary must comply with different licensing statutes and regulations, as well as varied laws that govern the offering of compliant products and services.
For certain licenses, we are required to designate individual licensed brokers of record, qualified individuals and control persons. Certain licensed entities also are subject to routine examination and monitoring by the CFPB (for mortgage and title and escrow) and/or state licensing authorities. We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with local, state and federal real estate, title insurance and escrow, property and casualty insurance, real estate and mortgage licensing and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance. As a result of findings from examinations, we also may be required to take a number of corrective actions, including modifying business practices and making refunds of fees or money earned. In addition, adverse findings in one state may be relied on by another state to conduct investigations and impose remedies. If we apply for new licenses, we will become subject to additional licensing requirements, which we may not be in compliance with at all times. If in the future a state agency were to determine that we are required to obtain additional licenses in that state in order to operate our business, or if we lose or do not renew an existing license or are otherwise found to be in violation of a law or regulation, we may be subject to fines or legal penalties, lawsuits, enforcement actions, void contracts, or our business operations in that state may be suspended or prohibited. Our business reputation with consumers and third parties also could be damaged. Compliance with, and monitoring of, these laws and regulations is complicated and costly and may inhibit our ability to innovate or grow.
If we are unable to comply with these laws or regulations in a cost-effective manner, it may require us to modify certain products and services, which could require a substantial investment and result in a loss of revenue, or cease providing the impacted product or service altogether. Furthermore, laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our products and business.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table sets forth information concerning our purchases of common stock for the periods indicated:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1- 31, 2026 | — | $ | — | — | — | |||||||||||||||||||||
| August 1 - 31, 2026 | 45,272,209 | $ | 3.49 | — | — | |||||||||||||||||||||
| September 1 - 30, 2026 | — | $ | — | — | — | |||||||||||||||||||||
| Total | 45,272,209 | — | ||||||||||||||||||||||||
______________
(1)In August 2026, we repurchased shares of our common stock in privately negotiated transactions through a financial intermediary in connection with the issuance of the 2030-B Notes.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) None.
(b) None.
(c) 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 officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three-month period ended September 30, 2026.
Trading Arrangement | |||||||||||||||||||||||||||||||||||
Action | Date | Maximum Shares to be Sold | Expiration Date | ||||||||||||||||||||||||||||||||
| X | 7/31/2027 | ||||||||||||||||||||||||||||||||||
______________
(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)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 859,977 shares of common stock subject to RSUs previously granted to Ms. Schwartz that will vest or vested at various dates between May 15, 2026 and July 15, 2027, 63,701 stock options, and 59,595 shares held directly by Ms. Schwartz. The aggregate number of Ms. Schwartz’s RSU shares that would have been available for sale under the Rule 10b5-1 trading arrangement was not determinable because
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the shares available would be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.
Item 6. Exhibits.
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.
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 Agreement, dated July 28, 2022, between Opendoor Technologies Inc. and Zillow, Inc. | 8-K | 001-39253 | 99.2 | 08/05/2022 | |||||||||||||||||||||
4.3 | Warrant Agreement (including Form of Warrant), dated November 21, 2025, by and between Opendoor Technologies Inc. and Equiniti Trust Company, LLC, as Warrant Agent | 8-K | 001-39253 | 4.1 | 11/21/2025 | |||||||||||||||||||||
| 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 | Indenture, dated as of August 19, 2026, between Opendoor Technologies Inc. and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 001-39253 | 4.1 | 08/19/2026 | |||||||||||||||||||||
| 4.7 | Form of 0.00% Convertible Senior Notes due 2030 | 8-K | 001-39253 | Exhibit A to 4.1 | 08/19/2026 | |||||||||||||||||||||
| 10.1 | # | Non-U.S. Offering Document to the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan | * | |||||||||||||||||||||||
| 10.2 | # | Transition Agreement, dated as of October 21, 2026, by and between Opendoor Technologies Inc., Opendoor Operations Canada Inc. and Lucas Matheson | * | |||||||||||||||||||||||
| 10.3 | Form of Subscription Agreement for 0.00% Convertible Senior Notes due 2030 of Opendoor Technologies Inc. | 8-K | 001-39253 | 10.1 | 08/13/2026 | |||||||||||||||||||||
| 10.4 | Form of Capped Call Confirmation for 0.00% Convertible Senior Notes due 2030 of Opendoor Technologies Inc. | 8-K | 001-39253 | 10.2 | 08/13/2026 | |||||||||||||||||||||
| 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 | * | ||||||||||||||||||||||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||||||||||||||||||||||
| 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 | * | ||||||||||||||||||||||||
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| 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.
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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 thereunto duly authorized.
| OPENDOOR TECHNOLOGIES INC. | |||||||||||||||||
| Date: | November 05, 2026 | By: | /s/ Kaz Nejatian | ||||||||||||||
| Name: | Kaz Nejatian | ||||||||||||||||
| Title: | Chief Executive Officer | ||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
| Date: | November 05, 2026 | By: | /s/ Christy Schwartz | ||||||||||||||
| Name: | Christy Schwartz | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||
(Principal Financial and Accounting Officer) | |||||||||||||||||
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