Opendoor 13G/A: Context Capital Reports Zero Beneficial Ownership

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13G for Opendoor Technologies Inc. (NASDAQ: OPEN) has been filed by Context Capital Management, LLC and related individuals/entities.

The filers now report 0 shares of Opendoor common stock, representing 0.0 % of the outstanding class. Their initial Schedule 13G had counted shares issuable upon conversion of Opendoor’s 7 % convertible senior notes due 2030. Because the notes are not convertible at the reporting persons’ discretion, they determined they possess neither voting nor dispositive power and therefore are not beneficial owners under Rule 13d-3.

• Each reporting person—Context Capital Management, Michael S. Rosen, William D. Fertig, Charles E. Carnegie and Context Partners Master Fund L.P.—now certifies sole and shared voting power of 0 and dispositive power of 0.
• The amendment confirms ownership of ≤ 5 % of the class and disclaims group affiliation.
• All signatures are dated 14 July 2025.

This is an administrative correction; it does not reflect an open-market sale, a new purchase, or a change in Opendoor’s share count. The clarification removes the filers from Section 13 monitoring but has no immediate capital-structure or governance impact on Opendoor.

Insights

Securities Analyst

TL;DR: Administrative 13G correction; Context Capital now reports 0 % stake—no change to OPEN’s float or fundamentals.

The amendment merely clarifies that convertible notes held by Context Capital do not confer beneficial ownership because conversion is not at their option. Consequently, the reporting group’s position falls below the 5 % threshold, eliminating ongoing 13G obligations. There is no evidence of equity sales, dilution, or governance shifts. From a trading perspective, the filing is informational with negligible impact on valuation, liquidity, or insider-sentiment metrics.

Corporate Governance Expert

TL;DR: Filers disclaim voting/dispositive power; governance and control dynamics unchanged.

The move removes an apparent large holder from Opendoor’s register, but only because the earlier report overstated equity linkage. Control influence, potential activism risk, and proxy dynamics stay intact as the notes remain debt instruments without immediate conversion rights. Investors should view this as routine compliance tidying, not a strategic shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Opendoor Technologies Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

683712103

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 683712103

1

Names of Reporting Persons

Context Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The reporting persons do not beneficially own any shares of Common Stock. The reporting persons filed an initial Schedule 13G reporting beneficial ownership of shares of Common Stock issuable on conversion of the issuers 7% convertible senior notes due 2030. However, the reporting persons have determined that they do not beneficially own any shares of Common Stock because the notes are not convertible at the discretion of any of the reporting persons.

SCHEDULE 13G

CUSIP No. 683712103

1

Names of Reporting Persons

Michael S. Rosen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The reporting persons do not beneficially own any shares of Common Stock. The reporting persons filed an initial Schedule 13G reporting beneficial ownership of shares of Common Stock issuable on conversion of the issuers 7% convertible senior notes due 2030. However, the reporting persons have determined that they do not beneficially own any shares of Common Stock because the notes are not convertible at the discretion of any of the reporting persons.

SCHEDULE 13G

CUSIP No. 683712103

1

Names of Reporting Persons

William D. Fertig

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The reporting persons do not beneficially own any shares of Common Stock. The reporting persons filed an initial Schedule 13G reporting beneficial ownership of shares of Common Stock issuable on conversion of the issuers 7% convertible senior notes due 2030. However, the reporting persons have determined that they do not beneficially own any shares of Common Stock because the notes are not convertible at the discretion of any of the reporting persons.

SCHEDULE 13G

CUSIP No. 683712103

1

Names of Reporting Persons

Charles E. Carnegie

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The reporting persons do not beneficially own any shares of Common Stock. The reporting persons filed an initial Schedule 13G reporting beneficial ownership of shares of Common Stock issuable on conversion of the issuers 7% convertible senior notes due 2030. However, the reporting persons have determined that they do not beneficially own any shares of Common Stock because the notes are not convertible at the discretion of any of the reporting persons.

SCHEDULE 13G

CUSIP No. 683712103

1

Names of Reporting Persons

Context Partners Master Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reporting persons do not beneficially own any shares of Common Stock. The reporting persons filed an initial Schedule 13G reporting beneficial ownership of shares of Common Stock issuable on conversion of the issuers 7% convertible senior notes due 2030. However, the reporting persons have determined that they do not beneficially own any shares of Common Stock because the notes are not convertible at the discretion of any of the reporting persons.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Opendoor Technologies Inc.
(b)	Address of issuer's principal executive offices: 410 N. SCOTTSDALE ROAD, SUITE 1000, TEMPE, ARIZONA, 85288
Item 2.
(a)	Name of person filing: Context Capital Management, LLC ("LLC") Michael S. Rosen ("Rosen") William D. Fertig ("Fertig") Charles E. Carnegie ("Carnegie") Context Partners Master Fund, L.P. ("LP") LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person?s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: Context Capital Management, LLC 7724 Girard Avenue Suite 300 La Jolla, CA 92037
(c)	Citizenship: See cover page for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 683712103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See items 5-9 of the cover page for each reporting person.
(b)	Percent of class: See item 11 of the cover page for each reporting person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See items 5-9 of the cover page for each reporting person.
	(ii) Shared power to vote or to direct the vote: See items 5-9 of the cover page for each reporting person.
	(iii) Sole power to dispose or to direct the disposition of: See items 5-9 of the cover page for each reporting person.
	(iv) Shared power to dispose or to direct the disposition of: See items 5-9 of the cover page for each reporting person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Context Capital Management, LLC

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/14/2025

Michael S. Rosen

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/14/2025

William D. Fertig

Signature:	William D. Fertig
Name/Title:	Chairman
Date:	07/14/2025

Charles E. Carnegie

Signature:	Charles E. Carnegie
Name/Title:	CIO
Date:	07/14/2025

Context Partners Master Fund, L.P.

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/14/2025

Exhibit Information

Exhibit 1- Joint Filing Statement

FAQ

Why did Context Capital amend its Schedule 13G for OPEN?

They clarified that their 7 % convertible notes due 2030 are not currently convertible at their discretion, so they hold 0 beneficial shares.

What is the new reported ownership percentage of OPEN common stock?

The reporting persons now declare 0.0 % ownership of Opendoor’s outstanding common shares.

Does the filing indicate a sale of Opendoor shares?

No. The amendment is an ownership-status correction; it does not disclose any equity sale or purchase.

Are the 7 % convertible senior notes due 2030 affected?

The notes remain outstanding; the filing only states that they do not presently grant conversion rights to the holders.

Will this amendment impact Opendoor’s share count or dilution risk?

No immediate impact. Since conversion is not optional for holders, no new shares are issued and dilution risk is unchanged.