[8-K] Opendoor Technologies Inc Reports Material Event

Rhea-AI Filing Summary

Opendoor Technologies Inc. (OPEN) disclosed that on 31 Jul 2025 it received written confirmation from Nasdaq that the company has regained compliance with Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The stock met or exceeded the threshold for 12 consecutive trading days from 15–30 Jul 2025, prompting Nasdaq to close the matter.

Nasdaq had previously warned Opendoor on 28 May 2025 after the bid price remained below $1.00 for 30 straight sessions. To address that risk, Opendoor’s board scheduled a 27 Aug 2025 Special Meeting to seek shareholder approval for a discretionary reverse stock split. In light of the regained compliance, the board has cancelled the Special Meeting and the reverse-split proposals, deeming them unnecessary.

No other financial results or transactions were reported. Exhibit 99.1 (press release dated 1 Aug 2025) accompanies the filing but is not deemed “filed” for Exchange Act purposes.

Positive

• Regained Nasdaq compliance under Rule 5550(a)(2), removing immediate delisting threat.
• Cancellation of proposed reverse stock split avoids dilution risk and related costs.

Negative

• The stock had previously traded below $1 for 30 consecutive days, highlighting prior share-price weakness.
• Compliance is based on only 12 consecutive days above the threshold, indicating limited cushion.

Insights

Equity Market Analyst

TL;DR: Compliance restored and reverse split scrapped, eliminating near-term delisting risk; a modestly positive governance and market signal.

Analysis: Nasdaq’s notice removes the immediate threat of being moved to the OTC market, which could have reduced liquidity and institutional ownership. Avoiding a reverse split circumvents potential share-count reduction and volatility typically seen post-split. The fact that the bid price stayed over $1 for only 12 days underscores that the margin of compliance remains slim, so management may still need to focus on sustainable share-price drivers. Overall, today’s disclosure is directionally positive but modest in magnitude.

Corporate Governance Specialist

TL;DR: Board action to cancel reverse split reflects responsive governance and cost avoidance; impact largely procedural.

Cancelling the Special Meeting avoids expenses and shareholder fatigue associated with a potentially contentious reverse-split vote. It signals that the board will not impose structural changes when they are no longer essential, aligning with shareholder interests. However, the filing contains no strategic updates beyond bid-price compliance, so the long-term governance significance is limited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

Opendoor Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39253			30-1318214
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
410 N. Scottsdale Road, Suite 1000
Tempe,			AZ			85288
(Address of principal executive offices)						(Zip Code)

(480) 618-6760

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

OPEN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 8.01. Other Events.

On July 31, 2025, Opendoor Technologies Inc. (the “Company”) received written notice from the Nasdaq Stock Market notifying the Company that it had regained compliance with the minimum $1.00 per share requirement for continued listing on the Nasdaq Global Select Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The closing bid price of the Company’s common stock was at least $1.00 per share for 12 consecutive business days, from July 15 to July 30, 2025. Accordingly, the Company has regained compliance and Nasdaq has closed this matter.

Nasdaq previously notified the Company on May 28, 2025, that, because the closing bid price of the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company had no longer met the minimum Bid Price Requirement.

The Board of Directors (the “Board”) of the Company has decided to cancel the Special Meeting of Stockholders (the “Special Meeting), scheduled for August 27, 2025, which was intended to consider two proposals related to a discretionary reverse stock split of the Company’s common stock. In light of the Company regaining compliance with the Bid Price Requirement the Board has determined that it is in the best interests of the Company and its stockholders to not proceed with the reverse stock split proposal at this time and to cancel the Special Meeting.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
99.1						Press Release, dated August 1, 2025
104						Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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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 hereunto duly authorized.

			Opendoor Technologies Inc.
Date: August 1, 2025			By:			/s/ Carrie Wheeler
			Name:			Carrie Wheeler
			Title:			Chief Executive Officer

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FAQ

Why did Opendoor (OPEN) regain Nasdaq compliance?

The bid price closed at or above $1.00 for 12 straight trading days (15–30 Jul 2025), satisfying Nasdaq Rule 5550(a)(2).

What was Opendoor's prior non-compliance notice?

On 28 May 2025, Nasdaq notified the company that its stock had been below $1.00 for 30 consecutive days, triggering a deficiency notice.

Is Opendoor still planning a reverse stock split?

No. The board cancelled the Special Meeting and reverse-split proposals after regaining compliance.

What Nasdaq rule applies to the $1 bid requirement?

Nasdaq Listing Rule 5550(a)(2) mandates a minimum $1.00 bid price for continued listing.

When was the cancelled Special Meeting scheduled?

The Special Meeting had been set for 27 Aug 2025 before being cancelled.