OPEN files prospectus for 180,580,200-share sale at $6.56

Rhea-AI Filing Summary

Opendoor Technologies Inc. filed a prospectus supplement registering the issuance and sale of 180,580,200 shares of common stock at $6.56 per share under its effective Form S-3 shelf. The shares are being sold pursuant to share purchase agreements dated November 6, 2025, meaning the company is the seller and would receive the offering proceeds.

The company also filed a Latham & Watkins LLP legal opinion as Exhibit 5.1 confirming the validity of the common shares covered by the prospectus supplement, which is incorporated by reference into the registration statement.

Insights

Capital markets analyst

Large primary equity sale registered at $6.56 per share.

Opendoor Technologies registered a primary offering of 180,580,200 common shares priced at $6.56 per share via a prospectus supplement to its Form S-3. The filing specifies issuance and sale by the company pursuant to share purchase agreements dated November 6, 2025, indicating cash inflows to the issuer.

The inclusion of an Exhibit 5.1 legal opinion from Latham & Watkins LLP addresses the validity of the securities and is incorporated into the shelf registration. Actual market impact depends on completion and settlement of the share purchases and broader trading conditions.

Key anchors are the registered amount and price per share. Subsequent disclosures may detail closing mechanics or any related conditions if applicable to the purchase agreements.

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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): November 7, 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. ☐

Item 8.01 Other Events.

Opendoor Technologies Inc. (the “Company”) previously entered into share purchase agreements, dated November 6, 2025, by and between the Company and each purchaser named therein. On November 7, 2025, the Company filed a prospectus supplement, dated November 6, 2025 (the “Prospectus Supplement”), with the Securities and Exchange Commission to register the issuance and sale by the Company of an aggregate of 180,580,200 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $6.56 per share pursuant to the share purchase agreements and the Company’s effective shelf registration statement on Form S-3 (File No. 333-279080) (the “Registration Statement”).

The Company is filing this current report to provide the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the shares of Common Stock covered by the Prospectus Supplement, which opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Exhibits.

(d) Exhibits.

EXHIBIT		DESCRIPTION
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Opendoor Technologies Inc.
Date: November 7, 2025	By:	/s/ Kaz Nejatian
	Name:	Kaz Nejatian
	Title:	Chief Executive Officer

FAQ

What did Opendoor Technologies (OPEN) register in this filing?

The company registered the issuance and sale of 180,580,200 shares of common stock at $6.56 per share via a prospectus supplement.

What is the pricing of the Opendoor (OPEN) share sale?

The prospectus supplement states a price of $6.56 per share for the common stock.

Is the Opendoor transaction a primary or resale offering?

It is a primary offering, described as an issuance and sale by the company pursuant to share purchase agreements.

Which legal documents support this Opendoor share sale?

A Latham & Watkins LLP legal opinion is filed as Exhibit 5.1 and incorporated by reference.

Under which registration statement did Opendoor file the prospectus supplement?

Under its effective Form S-3 shelf registration statement, File No. 333-279080.

What agreements govern the share sale for Opendoor (OPEN)?

The sale is pursuant to share purchase agreements dated November 6, 2025.