Opendoor (NASDAQ: OPEN) wins court nod for derivative case deal approval

Rhea-AI Filing Summary

Opendoor Technologies Inc. reported that on September 11, 2025, the U.S. District Court for the District of Arizona granted preliminary approval for a proposed settlement of the shareholder derivative action Gera v. Palihapitiya, et al., along with other related cases in federal and Delaware courts. The settlement, reached in principle after a global mediation on February 7, 2025 and documented in a Stipulation of Settlement executed on June 27, 2025, provides that Opendoor will adopt certain corporate governance reforms in exchange for a full release of claims in the derivative matters.

The company filed the Stipulation of Settlement and the Notice to Current Opendoor Stockholders of Proposed Settlement and Dismissal with Prejudice of Derivative Actions as Exhibits 99.1 and 99.2 to this report, giving stockholders formal notice of the proposed resolution and next steps in the court approval process.

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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): October 1, 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 8.01Other Events.

On September 11, 2025, the U.S. District Court for the District of Arizona (the “District Court”) issued an order granting preliminary approval (the “Preliminary Approval”) of the proposed settlement of the derivative action captioned Gera v. Palihapitiya, et al. (Case No. 2:23-cv-02164-SMB) (the “Gera Action”), which settlement includes the settlement of other related litigation pending in the U.S. District Court for the District of Delaware and the Delaware Court of Chancery (collectively, the “Settled Matters”). As previously disclosed, the parties to the Settled Matters participated in a global mediation on February 7, 2025 and agreed to a settlement in principle that Opendoor Technologies Inc. (the “Company”) would adopt certain corporate governance reforms as part of a potential global resolution of the Settled Matters and in exchange for a full release of claims. As previously disclosed, on June 27, 2025, (i) the Company executed a Stipulation of Settlement memorializing the terms and conditions of the settlement and (ii) plaintiff in the Gera Action filed a motion for preliminary approval of the proposed settlement.

Pursuant to the District Court’s order granting preliminary approval of the settlement, copies of (i) the Stipulation of Settlement (and exhibits thereto) and (ii) the Notice to Current Opendoor Stockholders of Proposed Settlement and Dismissal with Prejudice of Derivative Actions are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
99.1						Stipulation of Settlement
99.2						Notice to Current Opendoor Stockholders of Proposed Settlement and Dismissal
104						Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

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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: October 1, 2025			By:			/s/ Kaz Nejatian
			Name:			Kaz Nejatian
			Title:			Chief Executive Officer

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FAQ

What did Opendoor Technologies Inc. (OPEN) disclose in this 8-K filing?

Opendoor disclosed that the U.S. District Court for the District of Arizona granted preliminary approval of a proposed settlement of the shareholder derivative action Gera v. Palihapitiya, et al. and related cases, and that it has filed the settlement documents and stockholder notice as exhibits.

What is the Gera v. Palihapitiya derivative action involving Opendoor (OPEN)?

The filing identifies Gera v. Palihapitiya, et al. (Case No. 2:23-cv-02164-SMB) as a shareholder derivative action in the U.S. District Court for the District of Arizona, one of several related litigations collectively referred to as the Settled Matters that are covered by the proposed global settlement.

What are the key terms of the proposed derivative settlement for Opendoor (OPEN)?

According to the disclosure, the parties agreed in principle that Opendoor would adopt certain corporate governance reforms as part of a potential global resolution of the Settled Matters, in exchange for a full release of claims in those derivative actions.

What court action did Opendoor (OPEN) receive on September 11, 2025?

On September 11, 2025, the U.S. District Court for the District of Arizona issued an order granting preliminary approval of the proposed settlement of the Gera derivative action and related litigations.

Which documents related to the Opendoor (OPEN) settlement are attached to the 8-K?

The report attaches as exhibits (i) the Stipulation of Settlement (with exhibits) as Exhibit 99.1 and (ii) the Notice to Current Opendoor Stockholders of Proposed Settlement and Dismissal with Prejudice of Derivative Actions as Exhibit 99.2.

When did Opendoor (OPEN) formally document the settlement terms for the derivative actions?

On June 27, 2025, Opendoor executed a Stipulation of Settlement memorializing the terms and conditions of the settlement, and the plaintiff in the Gera Action filed a motion for preliminary approval of that proposed settlement.

What earlier step led to the proposed global settlement for Opendoor (OPEN)?

The parties to the Settled Matters participated in a global mediation on February 7, 2025, after which they agreed in principle to a settlement under which Opendoor would implement governance reforms in exchange for a full release of claims.