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OPENDOOR TECHNOLOGIES INC.

1295 West Washington Street, Suite 115

Tempe, Arizona 85288

I would like to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Opendoor Technologies Inc. (the “Company” or “Opendoor”), which will be held on Thursday, June 11, 2026, at 9:30 a.m. Pacific Time. The Annual Meeting will be held virtually via a live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OPEN2026. You will also be able to submit questions in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number and entering your first and last name and email address. For further information on how to participate in the meeting, please see “General Information About the Annual Meeting & This Proxy Statement” in the accompanying proxy statement.

We are making our annual report and proxy materials available online under the U.S. Securities and Exchange Commission’s (the “SEC”) Notice and Access rules.

Our mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone. After a year of real operational work, we're starting to build a business that can deliver on that promise. Acquisition volumes are up sharply and Cash Now, More Later (formerly Cash Plus) is now over a third of transactions. Operating expenses and days in possession are both down meaningfully year-over-year. We’ve built a new leadership team, expanded to all lower 48 states, and are putting artificial intelligence (“AI”) to work across underwriting, customer experience, and operations. We have a lot left to prove, but the progress is starting to show.

We’d like for all stockholders to be represented and vote at the Annual Meeting regardless of whether you plan to attend virtually. The accompanying proxy statement contains information about the matters on which you are being asked to vote, as well as specific instructions for voting over the telephone or via the internet, or by submitting your proxy. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. You are encouraged to read the materials carefully and vote in accordance with the recommendations of the Board of Directors (the “Board”).

Thank you for your investment in Opendoor and for joining us on our mission. Please hold us to our word and track our progress at accountable.opendoor.com.

Cheers,

 

Kaz Nejatian

Chief Executive Officer & Director

April 28, 2026

 

OPENDOOR TECHNOLOGIES INC.

1295 West Washington Street, Suite 115

Tempe, Arizona 85288

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “vision,” “will,” or “would,” any negative of these words or other similar terms or expressions may identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking. All statements contained in this proxy statement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding future company performance; our key objectives in reaching our profitability goals; our ability to reach Adjusted Net Income (“ANI”) breakeven by the end of 2026 on a 12-month go-forward basis; future performance-based compensation arrangements; our future product offerings; and future executive at-risk and not at-risk compensation mix. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in our actual results from those described in these forward-looking statements may result from actions taken by us as well as from risks and uncertainties beyond our control. For more information about potential factors that could affect our business and financial results, please review the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC and in our other filings with the SEC. Except as may be required by law, we do not intend, and undertake no duty, to update this information to reflect future events or circumstances.

OPENDOOR TECHNOLOGIES INC.

1295 West Washington Street, Suite 115

Tempe, Arizona 85288

On or about April 28, 2026, we expect to mail to our stockholders the Internet Notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”). The Internet Notice provides instructions on how to vote via the internet or by telephone and how to receive a paper copy of our proxy materials.

It is important that your shares be represented regardless of the number of shares of common stock you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will help ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a 16-digit control number from that record holder.

By Order of the Board of Directors,

 

Rishi Kotiya

Head of Legal & Corporate Secretary

April 28, 2026

This section summarizes and highlights certain information contained in this proxy statement but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 2025 Annual Report carefully before voting.

One of the primary functions of our Board is to provide oversight and strategic guidance to senior management, including overseeing management’s performance relative to our goals and objectives and ensuring that the long-term interests of our stockholders are being served. It is therefore essential that the Board be composed of directors who are qualified to effectively support our growth and business strategies. We believe that our directors bring a well-rounded variety of experience, industry backgrounds and perspectives to the Board and represent an effective mix of skills to meet the challenges of our strategic goals.

Opendoor is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices, including those outlined in our Corporate Governance Guidelines, to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.

We maintain a market-competitive compensation program that enables us to attract, motivate and retain highly qualified executives who can achieve our business objectives, including the objectives that are critical to achieving our profitability goals. In addition, our program is heavily weighted towards performance-based equity compensation, thereby enabling us to closely align the interests of our executive officers with the interests of our stockholders. To ensure that we are able to achieve these objectives, we adhere to the following best practices:

Opendoor engages with stockholders and analysts through earnings presentations, conference calls, industry conferences, social media posts, one-on-one meetings, podcasts, our investors contact email (investors@opendoor.com) and teleconferences. We typically discuss our financial position, strategic priorities, business outlook and other topics of prime importance to stockholders. In 2025, we made a number of improvements to enhance transparency and accountability with our stockholders. Beginning in the third quarter of 2025, we moved to a video format for our earnings presentations, livestreaming across multiple platforms, including our investor relations website, YouTube, X, and Robinhood, and featuring a livestream Q&A session through which retail stockholders, in addition to institutional investors, are able to submit their questions and upvote other submissions, ensuring the broad stockholder community has a say in the topics for management to address. In November 2025, we also launched a dashboard at accountable.opendoor.com, where stockholders are able to track in real time our weekly acquisition contract performance and product, feature and partnership launches. Additionally, our CEO, Kaz Nejatian, communicates regularly with our investor audience via his X account, @Nejatian.

This engagement helps us better understand evolving stockholder priorities and perspectives, allows us to understand stockholder feedback in real time, gives us an opportunity to measure our progress against management’s objectives, and fosters constructive dialogue. As we continue to mature as a public company, we will continue to engage with our stockholders regarding our corporate governance practices. We are committed to maintaining an active and direct dialogue with our stockholders to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance and business practices and public disclosures.

Opendoor was formed through a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.,” was completed on December 18, 2020.

In this proxy statement, unless the context requires otherwise, references to “Opendoor,” the “Company,” “we,” “us” and “our,” and similar references refer to Opendoor Technologies Inc. and its wholly owned subsidiaries following the Business Combination.

OPENDOOR TECHNOLOGIES INC.

1295 West Washington Street, Suite 115

Tempe, Arizona 85288

For the 2026 Annual Meeting of Stockholders

to Be Held on Thursday, June 11, 2026

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Opendoor Technologies Inc. (the “Company,” “Opendoor,” “we,” “our” or “us”) for use at the Company’s 2026 Annual Meeting to be held on Thursday, June 11, 2026, at 9:30 a.m. Pacific Time, and at any postponement, continuation or adjournment thereof.

The Annual Meeting will be held in a virtual meeting format only. Based on stockholders’ and our experiences at previous virtual meetings, we believe our virtual meeting format offers stockholders the same opportunities to participate as an in-person meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we have determined that the Annual Meeting will be held in a virtual meeting format only. To participate in our Annual Meeting, including to vote and ask questions during the meeting, visit www.virtualshareholdermeeting.com/OPEN2026 with your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Internet Notice”), proxy card or the instructions that accompanied your proxy materials. You will also be able to submit questions in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number and entering your first and last name and email address. If you are a beneficial owner of shares registered in the name of your bank or broker, follow the instructions from your bank or broker. You may be required to provide a 16-digit control number from your bank or broker. If you are unable to obtain a 16-digit control number to vote your shares, you will still be able to attend the Annual Meeting as a “Guest,” but will not be able to vote your shares. Instructions on how to connect and participate via the internet are posted at www.virtualshareholdermeeting.com/OPEN2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to Be Held on Thursday, June 11, 2026, at

www.virtualshareholdermeeting.com/OPEN2026:

This proxy statement and our 2025 Annual Report are available for

viewing and downloading at www.proxyvote.com.

On or about April 28, 2026, we expect to mail to our stockholders the Internet Notice containing instructions on how to access this proxy statement and our 2025 Annual Report.

At the Annual Meeting, stockholders will consider and vote on the following matters:

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment of the Annual Meeting. We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment. Information relevant to these matters is set forth in this proxy statement.

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or internet, your shares of our common stock (“Common Stock”) will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote as follows:

As permitted by SEC rules, Opendoor is making this proxy statement and its 2025 Annual Report available to its stockholders electronically via the internet. On or about April 28, 2026, we mailed to our stockholders of record entitled to vote at the Annual Meeting the Internet Notice containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in those materials.

Holders of record of our Common Stock as of Thursday, April 16, 2026 (the “Record Date”) are entitled to notice of, and such stockholders and holders of a valid proxy will be entitled to vote at, the Annual Meeting or any postponement, continuation or adjournment of the Annual Meeting. As of the Record Date, 964,704,409 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock entitles the holder thereof to one vote with respect to all matters submitted to stockholders at the Annual Meeting. We have no other securities entitled to vote at the Annual Meeting.

A complete list of stockholders as of the Record Date will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting by sending an email to investors@opendoor.com, stating the purpose of the request and providing proof of ownership of Opendoor stock.

Each holder of record of Common Stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. As a stockholder of record, you may vote at the Annual Meeting, or prior to the Annual Meeting, vote through the internet or by telephone, or by mail using a proxy card that you received or that you may request. See “How do I vote my shares if I am a stockholder of record?” below. Whether or not you plan to attend the Annual Meeting, we urge you vote by proxy through the internet or by telephone as instructed below, or by completing a proxy card that you may request or that we may elect to deliver at a later time. Stockholders who attend the Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/OPEN2026 to vote during the Annual Meeting. The stock transfer books will not be closed between the Record Date and the Annual Meeting date.

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting during the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may only vote your shares during the Annual Meeting if you request and obtain a valid 16-digit control number from your broker or agent. Beneficial owners who attend the Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/OPEN2026 to vote during the Annual Meeting.

If you are the record holder of your shares, you may vote in one of four ways. You may vote by submitting your proxy over the internet, by telephone or by mail, or you may vote electronically during the Annual Meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 10, 2026. We encourage stockholders to submit their proxy via telephone or online.

If the shares you own are held in your bank or brokerage firm account in a fiduciary capacity (typically referred to as being held in “street name”), you should contact your bank or broker to obtain your control number or otherwise vote through the bank or broker. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you should have received an Internet Notice or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Internet Notice or voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and internet voting will depend on the voting process of the broker or nominee. Please contact your bank, broker or other agent if you have questions about their instructions on how to vote your shares. Please also note that since you are not the stockholder of record, you may only vote your shares during the Annual Meeting if you request and obtain a valid 16-digit control number from your broker or agent. Beneficial owners who attend the Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/OPEN2026 to vote during the Annual Meeting. You will need the 16-digit control number included on your Internet Notice, your proxy card (if you received a printed copy of the proxy materials) or the instructions that accompanied your proxy materials to join the Annual Meeting.

If you do not provide your broker or bank with instructions on how to vote your shares, your broker or bank will be able to vote your shares with respect to the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2) but not with respect to Proposal 1 (Election of Directors) or Proposal 3 (Say-on-Pay vote). For more information, see “What happens if a beneficial owner of shares held in street name does not provide its broker or bank with voting instructions?” and “What are broker non-votes?” below.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

To participate in our Annual Meeting, including to vote and ask questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/OPEN2026 with your 16-digit control number included in the Internet Notice, proxy card or the instructions that accompanied your proxy materials. If you are a beneficial owner of shares registered in the name of your bank or broker, follow the instructions from your bank or broker. You will be required to provide a 16-digit control number provided by your bank or broker. If you are unable to obtain a 16-digit control number to vote your shares, you will still be able to attend the Annual Meeting as a “Guest,” but will not be able to vote your shares. Instructions on how to connect and participate via the internet are posted at www.virtualshareholdermeeting.com/OPEN2026.

Even if you plan to attend the live audio webcast of the Annual Meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have when accessing the Annual Meeting live audio webcast. Please be sure to check in by 9:15 a.m. Pacific Time on June 11, 2026, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please call the phone number listed at www.virtualshareholdermeeting.com/OPEN2026.

As part of the Annual Meeting, we will hold a Q&A session, during which we intend to answer questions submitted in advance or online during the meeting that are pertinent to the Company and the meeting matters, as time permits. Our Annual Meeting allows stockholders to submit questions and comments before and during the Annual Meeting. Stockholders are able to submit questions in advance of the meeting at www.proxyvote.com after logging in with their 16-digit control number and entering their first and last names and email addresses. If you are submitting a question in advance, please remember to submit your question by 11:59 p.m. Eastern Time on Thursday, June 10. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by following the procedures outlined above will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” posted at www.virtualshareholdermeeting.com/OPEN2026 for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above.

If the shares you own are held in street name through a bank or brokerage firm, the bank or brokerage firm is required to vote your shares in accordance with your instructions. You should direct your broker how to vote the shares held in your account. Under applicable stock exchange rules, if you do not instruct your broker on how to vote your shares, your broker will be able to vote your shares with respect to certain “routine” matters but will not be allowed to vote your shares with respect to certain “non-routine” matters. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is a routine matter, and therefore we do not expect any broker non-votes on this matter. Each other proposal to be voted on at the Annual Meeting is a non-routine matter. Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares.

If you are a stockholder of record and you do not specify your vote on each proposal individually when voting via the internet, over the telephone or if you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in line with the Board’s recommendations as described under “Recommendations of the Board” above. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the proxy materials you receive from your broker, bank or other agent.

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the two other proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on the proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors and abstentions have no effect on the ratification of the appointment of Deloitte & Touche LLP and the advisory vote on the compensation of our named executive officers.

Voting over the internet or by telephone or execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote electronically. A proxy may be revoked before it is used to cast a vote at the Annual Meeting.

If the shares you own are held in your name, you can revoke a proxy and change your vote by doing one of the following:

Any written notice of revocation or subsequent proxy should be sent to us at the following address: Opendoor Technologies Inc., 1295 West Washington Street, Suite 115, Tempe, Arizona 85288, Attention: Rishi Kotiya, Corporate Secretary.

If the shares you own are held in street name, you will need to follow the directions provided to you by your bank or brokerage firm to change or revoke your voting instructions.

The presence electronically or represented by proxy of a majority in voting power of the shares of Common Stock of the Company issued and outstanding and entitled to vote at the Annual Meeting is necessary to establish a quorum.

Abstentions and broker non-votes are included in the shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the chair of the Annual Meeting may adjourn the meeting until a quorum is obtained.

The table below sets forth the vote required for the approval of each proposal before the Annual Meeting, and the effect of votes withheld, abstentions and broker non-votes.

The votes will be counted, tabulated and certified by a representative of Broadridge Financial Solutions, Inc., our inspector of election, for the Annual Meeting.

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC shortly after the Annual Meeting.

Please see the section titled “Solicitation of Proxies” on page 79 in this proxy statement for more information.

Please see the section titled “Stockholder Proposals and Director Nominations” on page 79 in this proxy statement for more information.

Our Board currently consists of seven members: Adam Bain, David Benson, Eric Feder, Dana Hamilton, Kaz Nejatian, Keith Rabois, and Eric Wu. As set forth in our Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of our Board in accordance with our Amended & Restated Bylaws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.

Our Board has adopted Corporate Governance Guidelines, a Code of Conduct, and charters for each of our Audit and Risk, Compensation, and Nominating Committees, to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Conduct in the “Corporate Governance” section of the “Investor Relations” page of our website located at https://investor.opendoor.com, or by writing to our Corporate Secretary at our principal executive offices at 1295 West Washington Street, Suite 115, Tempe, Arizona 85288.

Opendoor is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.

As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board. Our Board consults with the Company’s inside and outside counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of their family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that each of Adam Bain, David Benson, Eric Feder, Dana Hamilton, and Keith Rabois qualifies as “independent” in accordance with the listing requirements of Nasdaq. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with the Company.

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management.

Based on this review, our Board has determined that all of our non-employee directors, who are listed above, meet the applicable criteria for independence established by Nasdaq. Kaz Nejatian does not qualify as independent under the Nasdaq rules due to his current employment at Opendoor and Eric Wu does not qualify as independent under the Nasdaq rules due to his prior employment at Opendoor.

Our Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of chair of the Board and CEO. Our current Board leadership structure comprises an independent Chairman, Keith Rabois, and a lead independent director, Eric Feder, with a separate CEO, Kaz Nejatian. Our independent Chairman and lead independent director have the authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Typically, our independent Chairman works with our CEO to preside over Board meetings and determine materials to be distributed to the Board, while our lead independent director supports the Nominating and Compensation Committees in board and management succession planning. Accordingly, the independent Chairman and lead independent director have substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board chair and CEO reinforces the independence of the Board in its oversight of the business and affairs of the Company, while allowing our CEO to manage the day-to-day operations of the Company. In addition, the Company believes that having an independent Chairman and lead independent director creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of

the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Chairman and lead independent director can enhance the effectiveness of the Board as a whole.

However, there is no fixed requirement in our Corporate Governance Guidelines that our board chair and CEO positions be separate, or that our Board chair be an employee or elected from among non-employee directors. We believe that it is in the best interests of the Company to maintain the flexibility to evaluate our leadership structure over time as part of Opendoor’s ongoing succession planning process. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure.

The Board recognizes that the achievement of our strategic and commercial objectives involves taking risks and that those risks may evolve over time. The Board has oversight responsibility for Opendoor’s risk management strategies, which are designed to identify, assess and monitor fundamental financial and business risks across the Company’s operations and to consider ways to address and mitigate those risks. Consistent with this approach, one of the Board’s primary responsibilities includes reviewing assessments of, and advising management with respect to, significant risks and issues facing the Company.

In addition, the Board has tasked designated committees of the Board to assist with the oversight of certain categories of risk management, and the committees report to the Board regularly on these matters.

Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Board members are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During 2025, the Board held 39 meetings and each director attended at least 75% of the aggregate number of Board meetings and meetings of the committees on which they then served. We do not maintain a formal policy regarding director attendance at our annual meetings; however, it is expected that directors will attend. All Board members then serving attended the 2025 Annual Meeting of Stockholders.

The Board holds executive sessions of its independent directors no less than two times per year.

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors with orientation sessions regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, to all directors on issues and subjects that assist them in fulfilling their responsibilities, such as key industry developments and evolution in the competitive landscape. In addition, Board members are encouraged to participate in continuing education programs to stay current and knowledgeable about Opendoor’s business and industry, and the Company will reimburse any director who wishes to attend seminars, conferences and other continuing education programs designed for directors of public companies.

As provided in our Corporate Governance Guidelines, the Board, together with the Nominating Committee, is responsible for determining the appropriate characteristics, skills, and experience for the Board as a whole and for its individual members. The Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics and the ability to read and understand basic financial statements. In considering candidates for Board membership, the Board considers additional criteria including relevant expertise; sufficient time to devote to our affairs; excellence in their field; the ability to exercise sound judgment; a commitment to represent the long-term interests of our stockholders; and age, skills, and other factors that it deems appropriate to maintain a balance of knowledge, experience, and capability on the Board in the context of the needs of the Board and the Company.

Each year, the Nominating Committee assesses the directors to be nominated for election by stockholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending for re-nomination a slate of incumbent directors for an additional term, the Nominating Committee will evaluate whether incumbent directors possess the requisite skills and perspective, both individually and collectively. In addition, the Board will review those directors’ overall service to Opendoor during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence.

The Nominating Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board, with input from our lead independent director. To facilitate the search process, the Nominating Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. During fiscal year 2025, the Nominating Committee retained Heidrick & Struggles to assist in the identification and selection of potential director candidates. Once potential candidates are identified, the Nominating Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest, such as interlocking directorships and familial or substantial social, civic or philanthropic relationships with members of management, and determines if candidates meet the qualifications desired by the Nominating Committee for candidates for election as a director.

The Board believes effective management succession planning, particularly for the CEO, is important to our continued success. At least annually, the Compensation Committee discusses our management succession plans for our key executive officers, with input from our lead independent director. Our succession plan includes appropriate contingencies in case the CEO or another key executive officer retires, resigns, dies, or is incapacitated, across multiple time periods. In addition, alternative succession plans are evaluated under multiple strategic and operating scenarios. The Board, with the assistance of the Compensation Committee and the Nominating Committee, will evaluate potential successors to the CEO and other key executive officers. The CEO contributes to these evaluations by making available his recommendations and evaluations of potential successors, along with a review of any recommended development plans.

Stockholders may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating Committee, Opendoor Technologies Inc., 1295 West Washington Street, Suite 115, Tempe, Arizona 85288, Attention: Rishi Kotiya, Corporate Secretary. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Opendoor engages with stockholders and analysts through earnings presentations, conference calls, industry conferences, social media, one-on-one meetings, podcasts, our investors contact email (investors@opendoor.com) and teleconferences. We typically discuss our financial position, strategic priorities, business outlook and other topics of prime importance to stockholders. In 2025, we made a number of improvements to enhance transparency and accountability with our stockholders. Beginning in the third quarter of 2025, we moved to a video format for our earnings presentations, livestreaming across multiple platforms, including our investor relations website, YouTube, X, and Robinhood, featuring a livestream Q&A session through which retail stockholders, in addition to institutional investors, are able to submit their questions and upvote other submissions, ensuring the broad stockholder community has a say in the topics for management to address. In November 2025, we also launched a dashboard at accountable.opendoor.com, where stockholders are able to track in real time our weekly acquisition contract performance and product, feature and partnership launches. Additionally, our CEO, Kaz Nejatian, communicates regularly with our investor audience via his X account, @Nejatian.

This engagement helps us better understand evolving stockholder priorities and perspectives, allows us to understand investor feedback in real time, gives us an opportunity to measure our progress against management’s objectives, and fosters constructive dialogue. As we continue to grow as a public company, we will continue to engage with our stockholders regarding our corporate governance practices. We are committed to maintaining an active and direct dialogue with our stockholders to better understand their perspectives and consider their ideas as we continue to evolve our corporate governance, business practices and public disclosures.

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary, Chairman and lead independent director consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board or any individual director should address such communications c/o Rishi Kotiya, Corporate Secretary, Opendoor Technologies Inc., 1295 West Washington Street, Suite 115, Tempe, Arizona 85288.

Our Board has established stock ownership guidelines for our executive officers and directors. Within five years of the establishment of the guidelines (or becoming subject to the guidelines, if later) our CEO is required to hold the lesser of vested shares of the Company’s Common Stock equal to six times annual base salary, or 450,000 shares; other executive officers are required to hold the lesser of vested shares of the Company’s Common Stock equal to three times annual base salary, or 225,000 shares; and directors are required to hold the lesser of shares of the Company’s Common Stock equal to five times their annual cash retainer or 60,000 shares. Only issued shares are counted toward satisfaction of the ownership requirement. Accordingly, unvested equity awards (including both time- and performance-based) and unexercised stock options, if any, do not count toward satisfying the executive stock ownership requirement. Our current executive officers and directors are either in compliance with the guidelines or are still within the five-year period to accumulate their ownership holdings.

We believe that good corporate governance is important to ensure that Opendoor is managed for the long-term benefit of our stockholders. Our Nominating Committee will periodically review and reassess our Corporate Governance Guidelines, other governance documents and overall governance structure. Our Corporate Governance Guidelines are available in the “Corporate Governance” section of our website at https://investor.opendoor.com. References to our website address throughout this proxy statement are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement.

The Board has adopted the Code of Conduct, which applies to all of our employees, officers and directors. Our Code of Conduct is available in the “Corporate Governance” section of our website at https://investor.opendoor.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing rules concerning any amendments to, or waivers from, any provision of our Code of Conduct.

The Code also provides for protection from retaliation by Opendoor due to reporting issues relating to concerns involving questionable accounting or auditing matters and compliance with applicable laws and regulations.

Our Board has adopted an Insider Trading and Trading Window Policy (“Insider Trading Policy”) that governs the purchase, sale, and/or other disposition of the Company’s securities and is applicable to all directors, officers and other employees of the Company, as well as the Company itself. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to us. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026.

Our Insider Trading Policy prohibits directors, officers and employees from engaging in short sales and buying or selling puts, calls, options or other derivative securities of the Company (with the exception of the Warrant Dividend distributed to stockholders in November 2025). Our Insider Trading Policy also prohibits our directors, officers and employees from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to hedge or offset any decrease in the market value of the Company’s equity securities, except as otherwise pre-approved by the Board in each instance.

In addition, we prohibit our executive officers, all other employees and the non-employee members of our Board from holding our securities in a margin account. We also prohibit pledging our securities as collateral for a loan without the prior consent of our Head of Legal.

Our Board has established three standing committees — the Audit and Risk Committee, the Compensation Committee, and the Nominating Committee — each of which operates under a charter that has been approved by our Board. Our Audit and Risk Committee, Compensation Committee, and Nominating Committee charters are available in the “Corporate Governance” section of our website located at https://investor.opendoor.com.

During 2025, the Audit and Risk Committee held seven meetings, the Compensation Committee held eight meetings and the Nominating Committee held three meetings.

Our Board has determined that all of the members of each of its committees are independent as defined under applicable Nasdaq rules. In addition, all members of the Audit and Risk Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all members of the Compensation Committee satisfy the heightened independence requirements of the Nasdaq rules specific to the independence of compensation committee members.

The following table sets forth the names, ages and positions of our current executive officers:

Christina Schwartz has served as our Chief Financial Officer since January 2026. Prior to her appointment, she served as the Company’s interim Chief Financial Officer from September 2025 until December 2025 and previously from December 2022 to November 2024, as well as its Chief Accounting Officer from March 2021 to May 2025. Prior to that, she served as the Company’s Corporate Controller from August 2016 to March 2021, with a promotion to Vice President in May 2019. Ms. Schwartz received her M.S. degree in Accounting from the University of Virginia and B.S. degree in Business Administration from the University of California, Berkeley.

Lucas Matheson has served as our President since December 2025. He previously served as the Chief Executive Officer of Coinbase Canada, Inc., a cryptocurrency exchange, from December 2022 to December 2025. Prior to that, he served in a number of positions at Shopify, including Senior Director of Operations from January 2021 to September 2021, Senior Director Corporate FP&A, Acceleration Finance from September 2020 to January 2021 and Director of Strategic Expansion from June 2018 to September 2020. Mr. Matheson is a CFA Charterholder, received his BCom degree in Finance from Concordia University, and received his M.B.A. from the University of Alberta.

Giang LeGrice has served as our Chief Operating Officer since November 2025. Ms. LeGrice served as the Company’s Senior Vice President, Operations, from October 2025 to November 2025, and she previously served as Vice-President, Operations at Shopify from May 2021 to October 2025 and as its Head of Operations from December 2020 to April 2021. Ms. LeGrice holds a BCom degree in Actuarial Mathematics & Finance from the University of Manitoba in Canada.

This Compensation Discussion and Analysis provides information regarding the compensation program for our 2025 named executive officers (“NEOs”), who are listed below:

During 2025, we experienced significant changes to our leadership team. As our Company continues to evolve, these executive changes position us to execute on the objectives we have identified that are critical to achieving our profitability goal of reaching ANI breakeven by the end of 2026 on a 12-month go-forward basis: drive positive unit economics while increasing transaction velocity, transition to direct-to-consumer relationships, and expand our product suite.

Our mission is to tilt the world in favor of homeowners, by making homeownership simpler, faster, and fairer for everyone. We are a leading e-commerce platform for residential real estate transactions and the largest U.S. iBuyer. Since founding Opendoor in 2014, our goal has been to reinvent one of life's most important transactions by enabling homeowners to buy, sell, and move through a simple, certain, and largely digital experience. By leveraging artificial intelligence, data science and purpose-built software, we enable consumers to transact directly with Opendoor, eliminating traditional friction and intermediaries. Our platform combines product design and operations to create what we believe will be the future of how people buy or sell a home.

Residential real estate is the largest consumer category in the United States, and it is underpinned by a process that is complex, uncertain, time-consuming, and primarily offline. We believe we are still in the early stages of the digital transformation of real estate. Powered by artificial intelligence and advanced technology, we are building a real estate platform that enables buyers and sellers to transact with Opendoor digitally, with fewer intermediaries and with simplicity, certainty, and control. We're creating an experience where consumers can buy or sell a home as easily as they book travel or shop online today.

Our Board and Compensation Committee highly value our stockholders’ feedback and remain committed to an active dialogue to ensure their perspectives inform our executive compensation program as we mature as a publicly traded company. This ongoing dialogue has led to the systematic evolution of our executive compensation program, which continued in 2025 and continues in 2026. Each year, we have made incremental adjustments to further align executive pay with the long-term interests of our stockholders. Our specific focus has been to move towards an executive compensation program that is designed to promote growth, reward high-quality decision making and results, tie an ever-increasing portion of target total compensation to performance-based elements, including the increased reliance on performance-based restricted stock units (“PRSUs”), and promoting ownership and sustainable long-term value creation over guaranteed compensation and short-term gains. These changes have allowed us to thoughtfully adjust our compensation mix, enabling more strategic and selective compensation elements.

Throughout, we have actively engaged with our stockholders to gather feedback related to our executive compensation practices. This ongoing dialogue, along with the actions we have taken to strengthen our compensation practices, contributed to strong results in our 2025 non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay” vote), which received the support of approximately 97% of the votes cast. Our Board and Compensation Committee are encouraged by this level of stockholder support of our executive compensation program and view this as an endorsement of the significant enhancements we made to our compensation program for the 2025 and 2026 fiscal years to further align executive officer pay with stockholder interests, along with other actions taken to address stockholders’ feedback.