On September 10, 2025, the Company appointed Kaz Nejatian as the new Chief Executive Officer of the Company and as a Class II director, effective as soon as reasonably practicable and in any event prior to October 7, 2025, for a term expiring at the 2028 annual meeting of stockholders, or until his earlier death, resignation or removal. As of Kaz Nejatian’s appointment as Chief Executive Officer, Shrisha Radhakrishna will no longer serve as interim principal executive officer of the Company.

There are no arrangements or understandings between Kaz Nejatian and any other person pursuant to which his appointment was made, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Kaz Nejatian required to be disclosed herein.

In connection with Kaz Nejatian’s appointment as the new Chief Executive Officer of the Company, the Company and its wholly owned subsidiary, Opendoor Labs Inc., entered into an offer letter with Kaz Nejatian on September 10, 2025 (the “Offer Letter”).

Position; Reporting.  Under the Offer Letter, Kaz Nejatian will serve as the Chief Executive Officer of the Company and Opendoor Labs, Inc. effective as soon as reasonably practicable following the date of the Offer Letter and in any event no later than October 7, 2025.  Kaz Nejatian will also be appointed to serve as a member of the Board of Directors of the Company as of his employment start date.

Cash Compensation.  The Offer Letter provides that Kaz Nejatian’s annual base salary will be $1.  Kaz Nejatian shall not be eligible to receive an annual bonus.

Inducement Equity Awards.  On his employment start date, Kaz Nejatian will receive two performance-based inducement equity awards in respect of a total 81,772,688 shares of Company common stock.  These inducement equity awards will be granted solely in the form of performance-based restricted stock units, and each award will correspond to 40,886,344 shares of Company common stock.  The awards, together with the restricted stock unit Make-Whole Award described below, are intended to serve as Kaz Nejatian’s exclusive for his initial five years of employment with the Company.

The first performance-based inducement equity award (the “First Award”) will be eligible to vest in installments over a period of five (5) years from the date of grant, with twenty percent (20%) of the award vesting on the first anniversary of the grant date and the remainder of the award vesting in quarterly installments thereafter, subject to Kaz Nejatian’s continued employment through each applicable vesting date and the achievement of an average closing stock price that equals or exceeds $6.24 over the sixty (60) trading day period preceding the applicable vesting date (the “Stock Price Gate”) or any of the four immediately following vesting dates.  The First Award includes certain termination-related vesting provisions generally providing for, in the event of an involuntary termination of employment without cause, for good reason, or due to Kaz Nejatian’s death or disability (a “Qualifying Termination”), accelerated vesting of up to one-tenth (1/10th) of the First Award.  The First Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control where the change in control price exceeds specified thresholds starting at $25 per share.

The second performance-based inducement equity award (the “Second Award”) has a five (5)-year performance period and is divided into seven (7) equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing price stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33) over a sixty (60) trading day period commencing after the first anniversary of the grant date and ending prior to the end of the performance period.  In addition, each tranche is subject to a time-based vesting condition:  the first tranche of the Second Award will satisfy the time-based vesting condition on the first anniversary of the date of grant, the second and third tranches of the Second Award will vest quarterly over the second and third years following the date of grant, respectively, the fourth and fifth tranches of the Second Award will vest quarterly over the fourth year following the date of grant, and the sixth and seventh tranches of the Second Award will vest quarterly over the fifth year following the date of grant.  Upon a termination due to Kaz Nejatian’s death or disability, each earned but unvested tranche will immediately vest, and upon a Qualifying Termination, Kaz Nejatian will be treated as if he had remained employed for an additional 60 trading days for purposes of the achievement of any time-based vesting condition and the performance-based vesting condition applicable to the tranche with the lowest stock price hurdle that remains unvested as of Kaz Nejatian’s termination date.  The Second Award is also subject to certain double trigger vesting provisions that apply in connection with a change in control where the change in control price exceeds specified thresholds starting at $25 per share.

Make-Whole Compensation.  Kaz Nejatian will also receive two make-whole awards in respect of compensation awarded by his former employer that he is forfeiting.  The awards consist of a $15,000,000 cash make-whole award and a restricted stock unit make-whole award, granted as an inducement award, with a grant date value of $15,000,000 (together, the “Make-Whole Awards”).  The Make-Whole Awards will vest on the date that is nine (9) months after the date on which he commences his employment with the Company, subject to Kaz Nejatian’s continued employment as Chief Executive Officer of the Company through such vesting date.  Notwithstanding the foregoing, each of the Make-Whole Awards will be subject to accelerated vesting upon Kaz Nejatian’s Qualifying Termination.

Other Agreements.  In connection with his employment with the Company, Kaz Nejatian has also executed the Company’s standard form of Confidential Information and Invention Assignment Agreement and standard form of Indemnification Agreement.