OPEN insider filing: Massive RSU inducement grants with price hurdles

Rhea-AI Filing Summary

Opendoor Technologies Inc. reporting person Kasra Nejatian received three inducement restricted stock unit awards on 09/15/2025, disclosed on Form 4. The filings show: an award of 40,886,344 RSUs that vest over five years with 20% first-year vesting and subsequent quarterly vesting tied to an average closing price hurdle of $6.24; a second award of 40,886,344 RSUs vesting in seven performance- and time-based tranches with price hurdles at $9, $13, $17, $21, $25, $29 and $33; and a third award of 1,580,611 RSUs scheduled to vest in full on June 15, 2026. The Form shows total beneficial ownership following the reported transactions of 83,353,299 shares.

Positive

• Grants include explicit performance-based vesting with specified price hurdles ($9, $13, $17, $21, $25, $29, $33) measured over 60 trading days
• Long-term retention design via multi-year vesting schedules (five-year schedules and staggered quarterly vesting)

Negative

• Very large number of RSUs awarded (total beneficial ownership shown as 83,353,299 shares) which is material in scale
• Potential future share issuance upon vesting could affect existing shareholders; the filing does not quantify dilution as a percentage of outstanding shares

Insights

Compensation Analyst

TL;DR: Large, multi-year and performance-linked RSU program aligns executive pay with long-term stock performance.

The package includes two sizable inducement grants totaling 81,772,688 RSUs with explicit time- and performance-based vesting hurdles and a smaller time-based award of 1,580,611 RSUs. The performance tranches require attainment of specific average closing price thresholds measured over 60 trading days, which ties pay realization to sustained stock-price improvement. Vesting schedules span five years, indicating long-term retention intent. The filing is material for shareholders because it substantially increases the reporting person's stated beneficial ownership to 83,353,299 shares and creates potential future share issuance upon vesting.

Corporate Governance Expert

TL;DR: Significant inducement awards disclosed; structure mixes time and performance conditions but raises governance questions about size and disclosure context.

The Form 4 documents three inducement RSU awards granted 09/15/2025 with clearly defined vesting mechanics and price hurdles. While performance conditions are explicit, the aggregate magnitude of awards (tens of millions of RSUs) materially increases the reporting person's beneficial ownership and could be percieved as sizable relative to outstanding shares. The filing includes a cross-reference to a prior Current Report for preliminary disclosure. Investors may view the awards as impactful, and the company should ensure robust disclosure on dilution, rationale, and governance approvals in proximate filings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nejatian Kasra

(Last) (First) (Middle)

410 N. SCOTTSDALE ROAD, SUITE 1000

(Street)

TEMPE AZ 85288

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Opendoor Technologies Inc. [ OPEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		A		40,886,344(1)(2)	A	$0	40,886,344	D
Common Stock	09/15/2025		A		40,886,344(1)(3)	A	$0	81,772,688	D
Common Stock	09/15/2025		A		1,580,611(1)(4)	A	$0	83,353,299	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Preliminary information about the three inducement grants was disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 11, 2025.

2. Represents an award of 40,886,344 restricted stock units that is eligible to vest in installments over a period of five years, with 20% vesting on September 15, 2026, and the remainder vesting in quarterly installments thereafter, subject to the achievement of an average closing stock price that equals or exceeds $6.24 over the 60 trading day period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date.

3. Represents an award of 40,886,344 restricted stock units that is eligible to vest in seven equal tranches over a period of five years, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33), as measured over a 60 trading day period that begins no earlier than September 15, 2026. In addition, each tranche is subject to a time-based vesting condition whereby the first tranche will vest on September 15, 2026, the second and third tranches will vest quarterly over the second and third years following the grant date, respectively, the fourth and fifth tranches will vest quarterly over the fourth year following the grant date, and the sixth and seventh tranches will vest quarterly over the fifth year following the grant date.

4. Represents an award of 1,580,611 restricted stock units that is scheduled to vest in full on June 15, 2026.

Remarks:

	/s/ Sydney Schaub, Attorney-in-fact	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kasra Nejatian receive according to the Form 4 for OPEN?

The Form 4 reports three inducement restricted stock unit awards: 40,886,344 RSUs (time- and price-conditioned), 40,886,344 RSUs (performance- and time-based tranches with $9–$33 hurdles), and 1,580,611 RSUs (vesting in full on June 15, 2026).

When were the transactions reported on the Form 4 for OPEN?

The transaction date for the reported awards is 09/15/2025, and the Form 4 was signed on 09/17/2025 by an attorney-in-fact.

What are the vesting conditions for the performance RSUs in the OPEN filing?

The performance RSUs vest in seven tranches tied to average closing price hurdles equal to $9, $13, $17, $21, $25, $29, and $33, each measured over a 60 trading day period beginning no earlier than September 15, 2026, plus time-based schedule requirements.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions the filing shows 83,353,299 shares beneficially owned.

Is there prior disclosure related to these inducement grants?

Yes. The Form 4 explanations reference preliminary information disclosed in a Current Report filed by the company on September 11, 2025.