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  4. [8-K] Opendoor Technologies Inc. Reports Material Event

Opendoor Technologies (OPEN) raises 0% debt that can turn into new shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Opendoor Technologies Inc. (OPEN) issued $650.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in privately negotiated transactions. The notes are senior unsecured, bear no regular interest, and mature on August 15, 2030, unless earlier converted, redeemed, or repurchased.

The initial conversion rate is 212.2466 shares per $1,000, implying a conversion price of about $4.71 per share, a 35% premium to the $3.49 share price on August 12, 2026. Based on this rate, 137,960,290 shares would be issued upon conversion, with a maximum of 186,246,385 shares if the conversion rate is increased after specified events.

The company may redeem the notes for cash on or after February 22, 2029 if stock price and liquidity conditions are met, and must repurchase them at par plus applicable interest upon certain “Fundamental Change” events. Opendoor also entered into capped call transactions with a cap price of $6.98 per share, costing about $52.5 million, to reduce potential dilution or excess cash payments. Separately, on August 17, 2026, it repurchased about $158 million of its common stock, while the placement agent bought about $25 million of shares from transaction participants.

Positive

  • Company locks in $650.0 million of senior unsecured financing at 0.00% coupon, reducing ongoing interest burden versus typical debt.
  • Capped call transactions with a $6.98 cap price are designed to reduce share dilution or excess cash outlay upon conversion of the notes.

Negative

  • Full conversion at the initial rate would add 137,960,290 shares, with a maximum of 186,246,385 shares, representing significant potential dilution.
  • The company spent about $52.5 million on capped calls and $158 million on share repurchases, a substantial near-term cash outflow.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Convertible Notes Principal $650.0 million Aggregate principal amount of 0.00% Convertible Senior Notes due 2030 issued August 19, 2026
Coupon Rate 0.00% Regular interest rate on Convertible Senior Notes due 2030
Initial Conversion Rate 212.2466 shares per $1,000 Initial conversion rate of notes into common stock
Initial Conversion Price $4.71 per share Implied by initial conversion rate, about 35% above $3.49 stock price
Potential Shares at Initial Conversion 137,960,290 shares Shares issuable upon conversion at initial conversion rate
Maximum Shares upon Conversion 186,246,385 shares Based on initial maximum conversion rate of 286.5329 shares per $1,000
Capped Call Cap Price $6.98 per share Initial cap price, 100% premium to $3.49 last reported sale price
Capped Call Cost $52.5 million Approximate cost of capped call transactions
Share Repurchases by Company $158 million Common stock repurchased on August 17, 2026 at last reported sale price
Placement Agent Share Purchases $25 million Shares purchased by J. Wood Capital Advisors LLC from participants at a discount
Convertible Senior Notes financial
"issued $650.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2030"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Indenture financial
"The Notes were issued pursuant to, and are governed by, an indenture"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Make-Whole Fundamental Change financial
"corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur"
A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.
Fundamental Change financial
"If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
Capped call transactions financial
"the Company entered into privately negotiated capped call transactions (the “capped call transactions”)"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
Cleanup Redemption financial
"such redemption, a “Cleanup Redemption”"
A cleanup redemption is a provision that lets an issuer repay the remaining small balance of a loan or bond early once outstanding principal falls below a preset threshold. It matters to investors because it ends future interest payments sooner than expected and forces them to reinvest the returned cash, which can change their expected yield and timing of income—think of it as the issuer sweeping up the last pieces of a puzzle and handing them back to you.
Offering Type secondary

FAQ

What type and size of convertible notes did OPEN issue in August 2026?
Opendoor Technologies Inc. issued $650.0 million of 0.00% Convertible Senior Notes due 2030. These senior unsecured notes bear no regular interest, mature on August 15, 2030, and are convertible into common stock under specified conditions and pricing terms.

What is the conversion price and potential share issuance from OPEN’s new notes?
The initial conversion rate is 212.2466 shares per $1,000, implying a conversion price of about $4.71 per share. At this rate, 137,960,290 shares would be issued, with a maximum of 186,246,385 shares if the conversion rate is increased.

When can Opendoor (OPEN) redeem its 0.00% Convertible Senior Notes?
Opendoor may redeem the notes for cash, in whole or in part, on or after February 22, 2029 if its stock trades above 130% of the conversion price for a specified period and certain liquidity conditions are met, subject to minimum outstanding principal thresholds.

Did Opendoor (OPEN) repurchase any of its common stock in connection with these transactions?
Yes. On August 17, 2026, Opendoor repurchased approximately $158 million of its common stock from certain participants at the $3.49 last reported sale price, and its placement agent bought about $25 million of additional shares at a discount.

How might a Fundamental Change affect holders of OPEN’s convertible notes?
If a specified Fundamental Change occurs, noteholders may require Opendoor to repurchase their notes at 100% of principal plus accrued special and additional interest. Certain such events can also increase the conversion rate for a limited period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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): August 17, 2026
 

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.)
 
1295 West Washington Street, Suite 115
 
  
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
Series K Warrants, each whole warrant exercisable to purchase one share of common stock at an exercise price of $9.00 per warrant
  
OPENW
  
The Nasdaq Stock Market LLC
Series A Warrants, each whole warrant exercisable to purchase one share of common stock at an exercise price of $13.00 per warrant
  
OPENL
  
The Nasdaq Stock Market LLC
Series Z Warrants, each whole warrant exercisable to purchase one share of common stock at an exercise price of $17.00 per warrant
  
OPENZ
  
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 1.01
Entry into a Material Definitive Agreement.
 
Indenture and Convertible Notes
 
On August 19, 2026, Opendoor Technologies Inc. (the “Company”) consummated (the “Closing”) the previously announced separate, privately negotiated subscription transactions with certain investors, pursuant to which it issued $650.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2030 (the “Notes”) to such investors (the “Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder.
 
The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of August 19, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes are senior, unsecured obligations of the Company. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2030, unless earlier converted, redeemed or repurchased.

Before February 15, 2030, noteholders have the right to convert their Notes only upon the occurrence of certain events. From and including February 15, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 212.2466 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $4.71 per share of common stock. Based on the initial conversion rate, 137,960,290 shares of common stock would be issued upon conversion of the Notes. The initial conversion price represents a premium of approximately 35% over the last reported sale price of $3.49 per share of the Company’s common stock on August 12, 2026. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Except in the case of a “Cleanup Redemption” (as defined below), the Company may not redeem the Notes prior to February 22, 2029. The Notes are redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after February 22, 2029 and on or before the 36th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. However, the Company may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the relevant redemption date. In addition, the Company may redeem for cash all, but not less than all, of the Notes, at any time on or before the 36th scheduled trading day immediately before the maturity date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date if less than $75.0 million aggregate principal amount of the Notes remains outstanding and certain liquidity conditions have been satisfied (such redemption, a “Cleanup Redemption”). Calling the Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest and additional interest, if any, on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Note upon the exercise of the conversion right with respect to such Note, subject to a three business-day cure period; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for money borrowed of at least $50,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid special interest and additional interest, if any, on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all special interest and additional interest, if any, on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists, for up to 180 days, exclusively of the right of the noteholders to receive special interest on the Notes at a specified rate per annum not exceeding 1.00% on the principal amount of the Notes. If the Company makes such an election, then the Notes will be subject to acceleration on account of the relevant reporting covenant failure from, and including, the 181st day after which such failure occurred or if the Company fails to pay any accrued and unpaid special interest. Special interest will cease to accrue on any Notes from, and including, such 181st day.

The above description of the Indenture and the Notes is a summary and is not complete. Copies of the Indenture and the form of the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.
 
Capped Call Transactions

On August 12, 2026, the Company entered into privately negotiated capped call transactions (the “capped call transactions”) with certain financial institutions (the “option counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the capped call transactions. The cap price of the capped call transactions is initially $6.98 per share, which represents a premium of 100% over the last reported sale price of $3.49 per share of the Company’s common stock on August 12, 2026, and is subject to certain adjustments under the terms of the capped call transactions. The cost of the capped call transactions was approximately $52.5 million.

The capped call transactions are separate transactions, each between the Company and the applicable option counterparty, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the capped call transactions.

The above description of the capped call transactions is a summary and is not complete and is qualified in its entirety by reference to the terms of the form of confirmation for the capped call transactions, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2026 and is incorporated herein by reference.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02
Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Any shares of the Company’s common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 186,246,385 shares of the Company’s common stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 286.5329 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01
Other Events.

Share Repurchases

On August 17, 2026, the Company repurchased approximately $158 million of shares of its common stock from certain participants in the Transactions through a financial intermediary at the last reported sale price of the common stock on August 12, 2026, and J. Wood Capital Advisors LLC, the placement agent for the Transactions, purchased approximately $25 million of shares of the Company’s common stock from certain participants in the Transactions through a financial intermediary at a discount to the last reported sale price of the common stock on August 12, 2026.
 
Forward Looking Statements
 
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strategy”, “strive”, “target”, “vision”, “will”, or “would”, any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. The factors that could cause or contribute to actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K include but are not limited to: risks related to our indebtedness; 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; actual or anticipated fluctuations in our financial condition and results of operations; changes in projected operational and financial results; and our real estate assets and increased competition in the U.S. residential real estate industry; our ability to operate and grow our core business products, including the ability to obtain sufficient financing and resell purchased homes. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026, as updated by the Company’s Quarterly Reports on Form 10-Q and other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
   
4.1
 
Indenture, dated as of August 19, 2026, between Opendoor Technologies Inc. and U.S. Bank Trust Company, National Association, as Trustee.
4.2
  
Form of 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1).
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: August 19, 2026
By:
/s/ Christy Schwartz
 
Name:
Christy Schwartz
 
Title:
Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

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